Common use of Closing Actions and Deliveries Clause in Contracts

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay to Seller the Closing Payment as set forth in Section 2.5(a); (b) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b); (c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. At (a) On or prior to the ClosingClosing Date, the Parties will take Company and/or Stockholder Representative shall have taken the following actions and make and/or delivered, or cause to be delivered, the following deliveriesdocuments and instruments to Parent: (ai) Buyer will pay a calculation of the Estimated Adjustment Amount, in the form of Exhibit D attached hereto and in accordance with Section 3.4; (ii) all corporate, accounting, business and Tax records of the Company; (iii) a legal opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, Chartered, counsel to Seller the Company, in the form set forth on Exhibit F; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Payment Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Section 2.5(aSections 7.2(a) and (b); (bvi) Buyer will pay to Seller an award agreement evidencing a certificate, dated as of the Common Stock as set forth Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 2.5(b7.2(c)(ii); (cvii) Seller will endorse an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and deliver of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to Buyer any certificates of title necessary do business, establishing that each is a validly existing corporation in good standing to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of titletransact business; (dviii) Seller will execute and deliver to Buyer a ▇▇▇▇ an estoppel certificate, executed by each of Sale conveying the Assets to Buyerlandlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (exii) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included executed Escrow Agreement in the Assets to Buyer, form set forth on Exhibit I; (xiii) all executed Option Termination Agreements in the form attached hereto as Exhibit C; (fxiv) Buyer and Seller will execute and deliver to each other an Assignment and Assumption the executed Stockholder Defense Fund Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit DE; and (xv) such other documents as may be required by this Agreement or reasonably requested by Parent. (b) On or prior to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items to: (i) the Paying Agent, the Payment Fund in accordance with Sections 3.1 and 3.5; (gii) Buyer the Escrow Agent, the Escrow Amount in accordance with Section 3.5; (iii) the Stockholder Representative, the Stockholder Defense Amount in accordance with Section 3.5 and ▇3.10; (iv) the Company, a certificate, dated as of the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (b); (v) the Company, a legal opinion from ▇▇▇▇▇ will execute Liddell & ▇▇▇▇ LLP, counsel to Parent and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificateMerger Sub, in the form of set forth on Exhibit F to this AgreementJ attached hereto; (ivi) Seller will execute and deliver to Buyer a certificate of its secretary, the executed Escrow Agreement in the form of set forth on Exhibit G to this AgreementI; (jvii) Buyer will execute the Company, certificates, dated within five days of the Closing Date, of the Secretary of the State of Delaware establishing that each of Parent and deliver Merger Sub is in existence and is in good standing to Buyer a closing certificate, transact business in the form state of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyerincorporation; and (nviii) Seller will deliver such other documents as may be required by this Agreement or reasonably requested by the Assets, if capable of physical delivery, to Buyer at Seller’s OfficeCompany.

Closing Actions and Deliveries. At the Closing, the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable; (a) At the Closing, each Seller shall deliver to the Purchaser: (i) (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations; and (ii) (x) a duly executed certificate certifying that such Seller is not a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada), or (y) in the case of a Seller that is a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada), a duly executed certificate certifying that the Assets transferred or assigned to the Purchaser pursuant to this Agreement by such Seller do not include any taxable Canadian property as defined in the Income Tax Act (Canada), of such non-resident Seller. (b) At the Closing, the Purchaser shall deliver or cause to be delivered: (i) to the Sellers, an amount equal to the Estimated Purchase Price (less the Good Faith Deposit, pursuant to Section 5.33) less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date; (ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amount; and (iii) to the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 8.2. (c) At the Closing, NNI shall deliver or cause to be delivered: (i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing, the Parties will take the following actions and make the following deliveries:; and (aii) Buyer will pay to Seller a duly executed certificate of an executive officer of NNI certifying the Closing Payment as fulfillment of the conditions set forth in Section 2.5(a); (b) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b); (c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title;8.3. (d) Seller will execute and deliver At the Closing, each Party shall deliver, or cause to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyerbe delivered, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, other any other documents reasonably requested by such other Party in form of Exhibit J order to this Agreementeffect, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in evidence the sole discretion of Buyerconsummation of, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officetransactions contemplated herein.

Closing Actions and Deliveries. At or prior Upon the terms and subject to the Closingsatisfaction or waiver by the appropriate party of the conditions set forth in Article 6, the Parties will parties shall take the following actions and make on the following deliveriesClosing Date: (a) Buyer will pay Purchaser shall execute and deliver to Seller: (i) one or more instruments of assumption, in form and substance mutually agreeable to the parties, sufficient for the applicable Purchaser to assume the Assumed Liabilities from each applicable Seller Entity; (ii) evidence that Purchaser has paid the Purchase Price by wire transfer to an account designated by Seller or by other delivery of immediately available funds; (iii) a certificate duly executed by the Secretary of the applicable Purchaser pursuant to which such Secretary shall certify (A) to the due adoption by the board of directors or general partner, as the case may be, of such Purchaser of resolutions attached to such certificate authorizing the Transactions and the execution and delivery of the Transaction Documents and the taking of all actions contemplated hereby and thereby; and (B) to the incumbency and true signatures of those officers of such Purchaser duly authorized to act on its behalf in connection with the Transaction Documents and the Transaction and to execute and deliver, the Transaction Documents on behalf of such Purchaser; (iv) a good standing certificate for the applicable Purchaser from the Secretary of State of such Purchaser’s state of incorporation or organization, dated within five (5) days of the Closing; and (v) the certificates and other documents required to be delivered by Purchaser at or prior to Closing Payment as set forth in under Section 2.5(a);6.2. (b) Buyer will pay to Seller an award agreement evidencing shall, or shall cause the Common Stock as set forth in Section 2.5(b); (c) applicable Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will Entities to, execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement;Purchaser: (i) Seller will execute and deliver to Buyer a certificate one or more instruments of its secretaryassignment, in form and substance mutually agreeable to the form of Exhibit G parties, sufficient to this Agreementassign the Seller Assigned Licenses to Purchaser; (jii) Buyer will execute one or more instruments of assignment and deliver to Buyer a closing certificateconveyance, in form and substance to be agreed upon by the form parties, sufficient to assign and transfer all right, title and interest of Exhibit H the applicable Seller Entities in and to this Agreementthe Seller Assigned Customer Assets to Purchaser or its designated Affiliate; (kiii) Buyer will a certificate duly executed by the Secretary of Seller pursuant to which such Secretary shall certify (A) to the due adoption by the board of directors of Seller of resolutions attached to such certificate authorizing the Transactions and the execution and delivery of the Transaction Documents and the taking of all actions contemplated hereby and thereby; and (B) to the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the Transaction Documents and the Transaction and to execute and deliver to Buyer a certificate deliver, the Transaction Documents on behalf of its secretary, in the form of Exhibit I to this AgreementSeller; (liv) a good standing certificate for Seller will deliver to Buyer a consent to from the assignment Secretary of State of the Real Property Lease and estoppel letter from State of Delaware, dated within five (5) days of the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to BuyerClosing; and (nv) the certificates and other documents required to be delivered by Seller will deliver the Assets, if capable of physical delivery, at or prior to Buyer at Seller’s OfficeClosing under Section 6.1.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay The Purchaser shall deliver to Seller the Distribution Agent, as distribution agent for the Sellers, an amount equal to the Purchase Price minus the Good Faith Deposit (together with any actual earnings thereon) by wire transfer in immediately available funds to an account or accounts designated at least two Business Days prior to the Closing Payment as set forth Date by the Distribution Agent in Section 2.5(a)a written notice to the Purchaser; (b) Buyer will pay The Sellers shall deliver, or cause to Seller an award agreement evidencing be delivered, to the Common Stock Purchaser: (i) all duly executed instruments of conveyance and assignment as set forth the Purchaser shall reasonably deem necessary or appropriate to vest in the Purchaser (or its designee, as the case may be) each Seller’s right, title and interest in, to and under the Assets and Assigned Contracts; (ii) a copy of each of the U.S. Sale Order and the Canadian Approval and Vesting Order; (iii) the officer’s certificate required to be delivered pursuant to Section 2.5(b7.2(c); (civ) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a an executed Monitor’s certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, substantially in the form attached hereto as Exhibit Bto the Canadian Approval and Vesting Order, provided that all events to be certified therein by the Monitor have occurred; (ev) Seller subject to Section 5.11, a true, complete and Buyer will execute (except to the extent executed copies thereof are not theretofore obtained pursuant to Section 5.8(d), the Contracts listed in Section 2.3.2(b) of the Sellers Disclosure Schedule) executed copy of each (A) Outbound License Agreement, Cross License Agreement, Joint Ownership Agreement and deliver to each Continuing Unlisted License (if any), (B) agreement and other an Assignment of Intellectual Property conveying the Intellectual Property included document at any time contained in the Assets Data Room and available to Buyerthe Purchaser, other than documents that have been updated or superseded by subsequent drafts of such documents the latest drafts of which are available in the form attached hereto Data Room as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilitiesdate hereof, in the form attached hereto as Exhibit D; (gC) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; Transferred License and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. At or prior to On the ClosingClosing Date, the Parties will take the following actions and make the following deliveriesshall be taken: (a) Buyer will pay Seller shall deliver to Seller Buyer, in form and substance reasonably satisfactory to Buyer: (i) A “B▇▇▇ of Sale” in substantially the Closing Payment as set forth in Section 2.5(aform of Exhibit B attached hereto (the “B▇▇▇ of Sale”); (bii) Buyer will pay to Seller an award agreement evidencing An “Assignment and Assumption Agreement” in substantially the Common Stock as set forth in Section 2.5(bform of Exhibit C attached hereto (the “Assignment and Assumption Agreement”); (ciii) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an The Retirement Plan Custody/Trustee Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, substantially in the form of Exhibit F D attached hereto; (iv) The Loans purchased by Buyer, together with all notes, guarantees, agreements, and other evidence thereof and all necessary assignments, endorsements, and other instruments of conveyance as may be necessary to effect the transactions contemplated hereby; provided that all such assignments, endorsements, and other instruments of conveyance shall be without recourse to Seller and without any representations and warranties of any kind except as otherwise provided by the terms of this Agreement; (iv) Seller will execute and deliver to Buyer a A certificate of its secretary, substantially in the form of Exhibit G E, signed by Seller’s Chief Executive Officer or Chief Financial Officer, certifying that (A) the representations and warranties of Seller in this Agreement are true and correct in all material respects as of the Closing Date, and (B) the covenants of Seller to this Agreementbe performed on or before the Closing Date have been performed in all respects; (jvi) Buyer will execute and deliver North Carolina special warranty deed transferring title to the Real Property from Seller to Buyer, along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer a closing certificate, of good and marketable title to the Real Property in the form of Exhibit H to this Agreementfee simple; (kvii) Buyer will execute Standard North Carolina title insurance company approved lien waivers with respect to the Real Property, and deliver to Buyer appropriate certifications of the non-foreign status of Seller; (viii) Copies in writing of required consents of governmental bodies and third parties; (ix) Copies of resolutions of Seller’s Board of Directors or an authorized committee thereof, certified by Seller’s secretary or assistant secretary, authorizing the execution of this Agreement and the transactions contemplated hereby, and a certificate of its secretarySeller’s secretary or assistant secretary as to the incumbency of each officer of Seller executing this Agreement and all instruments, in certificates, and documents required to be executed and delivered by Seller at the form of Exhibit I to this AgreementClosing; (lx) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to BuyerThe Records; (mxi) Seller will deliver to Buyer an assignment An original, fully executed counterpart of any other Business Contract required in the sole discretion of Buyereach written Equipment Lease and Operation and Maintenance Contract, and if such consents as shall be required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable assign them to Buyer; and (nxii) Seller will deliver A complete set of keys for the AssetsBranches, including but not limited to keys for all vaults and automated teller machines, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, if any; (xiii) All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; (xiv) In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized officer of Seller (acting in his or her official capacity, and not individually), setting forth all Account Holds, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof; (xv) A list of all recurring automated clearing house and direct deposit or automatic draft or payment arrangements that are tied by agreement or other standing arrangement to any of the Deposits; (xvi) All personnel records and employee files with respect to any New Employees; (xvii) All Assets that are capable of physical delivery; and (xviii) The Settlement Payment, if the Deposit Amount exceeds the Purchase Price. (b) Buyer shall deliver to Seller, in form and substance reasonably satisfactory to Seller: (i) The Assignment and Assumption Agreement; (ii) The Retirement Plan Custody/Trustee Assignment; (iii) Such other instruments as may be necessary for Buyer to validly acquire the Real Property; (iv) A certificate, signed by Buyer’s Chief Executive Officer and Chief Financial Officer, certifying that (A) the representations and warranties of Buyer under this Agreement are true and correct in all material respects as of the Closing Date, and (B) the covenants of Buyer to be performed on or before the Closing Date have been performed in all respects, substantially in the form of Exhibit F; (v) Copies in writing of required consents of governmental bodies and third parties; and (vi) Copies of resolutions of Buyer’s Board of Directors or an authorized committee thereof, certified by Buyer’s secretary or assistant secretary, authorizing the execution of this Agreement and the transactions contemplated hereby, and a certificate of Buyer’s secretary or assistant secretary as to the incumbency of each officer of Buyer executing this Agreement and all instruments, certificates, and documents required to be executed and delivered by Buyer at Seller’s Officethe Closing (vii) The Settlement Payment, if the Purchase Price exceeds the Deposit Amount.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into the Ancillary Agreements to which it is contemplated that they will pay be parties, to Seller the Closing Payment as set forth in extent such agreements have not yet been entered into and subject to Section 2.5(a)5.23 and Section 5.27; (b) Buyer will pay the Purchaser shall deliver: (i) to Seller (i) the Distribution Agent, as agent for the Sellers and the EMEA Sellers an award agreement evidencing amount equal to the Common Stock Estimated Purchase Price, less the Good Faith Deposit, the Aggregate Escrow Amount and the EMEA Deposit, by wire transfer in immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Distribution Agent as agent for the Sellers and the EMEA Sellers in a written notice to the Purchaser; (ii) to the Escrow Agent, an amount equal to the Aggregate Escrow Amount; and (iii) to the EMEA Escrow Agent, an amount equal to the EMEA Deposit. (ii) to the Main Sellers and the TSA EMEA Sellers, as applicable, the Pre-Closing Segregation Costs (as defined in Exhibit 5.27) due under Section 5.27 (to the extent then due); (iii) executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Real Estate Agreements, the Loaned Employee Agreement, and any other Ancillary Agreements that have been executed at such time; (iv) to the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 2.5(b8.2. (c) NNI shall deliver or cause to be delivered: (i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing; (ii) a duly executed certificate of an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ciii) executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and the Real Estate Agreements and any other Ancillary Agreements to which the Sellers are a party that have been executed at such time; (iv) copies of the U.S. Sale Order and the Canadian Approval and Vesting Order; (v) true and complete copies of the Closing Unaudited Financial Statements; and (vi) in the case of a Seller will endorse that is a “United States person” within the meaning of Section 7701 of the Code and deliver applicable Treasury Regulations, a duly executed certificate dated as of the Closing Date and substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv), sworn to Buyer any certificates under penalties of title necessary to effect or record perjury, setting forth such Person’s name, address and federal employer identification number and stating that such Person is not a “foreign person” within the transfer meaning of any Assets for which ownership is evidenced by a certificate Section 1445 of title;the Code. (d) Seller will execute and deliver each Party shall deliver, or cause to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyerbe delivered, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, other any other documents reasonably requested by such other Party in form of Exhibit J order to this Agreementeffect, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in evidence the sole discretion of Buyerconsummation of, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officetransactions contemplated herein.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into the Ancillary Agreements to which it is contemplated that they will pay be parties, respectively, to Seller the Closing Payment extent such agreements have not yet been entered into (except, with respect to Real Estate Agreements, as set forth otherwise provided in the Real Estate Terms and Conditions) and subject to Section 2.5(a)5.25; (b) Buyer will pay the Purchaser shall deliver or cause to Seller be delivered (i) to the Distribution Agent, an award agreement evidencing amount in cash equal to the Common Stock Base Cash Purchase Price (as set forth adjusted in accordance with Sections 2.2.2 and 2.2.3) less the Escrow Amount by wire transfer in immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Distribution Agent in a written notice to the Purchaser, (ii) to the Escrow Agent, an amount equal to the Escrow Amount to be held and disbursed in accordance with the Escrow Agreement, this Agreement and the Carling Property Lease Agreements, (iii) as directed by the Sellers, the amount owing pursuant to Section 2.5(b)4(a)(ii) of the Transition Services Agreement, and (iv) subject to Section 2.2.7, to the Distribution Agent one or more stock certificates representing the Shares issued to the Distribution Agent; (c) Seller will endorse and immediately following delivery of the amount described in Section 2.3.2(b), at the Closing the Sellers shall deliver or cause to Buyer any certificates of title necessary be delivered to effect or record the Escrow Agent by wire transfer of any Assets for which ownership is evidenced by a certificate of title;immediately available funds, an amount equal to the Transition Services Escrow Amount to be held and disbursed in accordance with the Escrow Agreement, this Agreement and the Transition Services Agreement; and (d) Seller will execute and deliver each Party shall deliver, or cause to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyerbe delivered, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, other any other documents reasonably requested by such other Party in form of Exhibit J order to this Agreementeffect, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in evidence the sole discretion of Buyerconsummation of, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officetransactions contemplated herein.

Closing Actions and Deliveries. At or prior to the Closing, the Parties Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will take be parties, to the following actions extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and make (ii) instruments of assignment and assumption effecting the following deliveries:transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable; (a) Buyer will pay to Seller At the Closing Payment as set forth the Sellers shall deliver to the Purchaser, (x) in the case of a Seller that is a “United States person” within the meaning of Section 2.5(a)7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations; (b) Buyer will pay At the Closing, the Purchaser shall deliver or cause to Seller be delivered: (i) to the Sellers, an award agreement evidencing amount equal to the Common Stock as Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date; (ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amount; and (iii) to the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 2.5(b);8.2. (c) Seller will endorse and At the Closing, NNI shall deliver or cause to Buyer any certificates be delivered: (i) an updated Section 4.11(b) of title necessary the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to effect or record the transfer of any Assets for which ownership is evidenced by Closing; and (ii) a duly executed certificate of title;an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3. (d) Seller will execute and deliver At the Closing, each Party shall deliver, or cause to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyerbe delivered, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, other any other documents reasonably requested by such other Party in form of Exhibit J order to this Agreementeffect, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in evidence the sole discretion of Buyerconsummation of, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officetransactions contemplated herein.

Closing Actions and Deliveries. (a) At the Closing, the Company and Merger Sub shall cause the Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware. (b) At or prior to the Closing, the Parties will take Company or the following actions and make the following deliveriesSecurityholder Representative, as applicable, shall deliver, or cause to be delivered to Parent: (ai) Buyer will pay to Seller the Closing Payment as set forth in Section 2.5(a)Escrow Agreement, duly executed by the Securityholder Representative; (bii) Buyer will pay duly executed customary payoff letters, in form and substance reasonably satisfactory to Seller an award agreement evidencing Parent (such payoff letters, the Common Stock as “Payoff Letters”) with respect to the Indebtedness set forth in Section 2.5(b)on Schedule 3.02(d) (such Indebtedness, the “Specified Indebtedness”) indicating the amount required to discharge the Specified Indebtedness owed as of the Closing and providing for the release of all Liens securing the Specified Indebtedness upon payment therefor; (ciii) Seller will endorse resignation letters, in form and deliver substance reasonably satisfactory to Buyer any certificates Parent, duly executed by the directors of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of titleCompany and its Subsidiaries; (div) Seller will execute a duly completed and deliver to Buyer a ▇▇▇▇ executed certificate by the Company, signed under penalties of Sale conveying the Assets to Buyerperjury, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer complying with Section 1445 of the Assumed LiabilitiesCode and Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h) dated as of the Closing Date and that is reasonably satisfactory to Parent, certifying that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code, together with a notice addressed to the IRS, signed by the Company, that satisfies the requirements of Treasury Regulations Section 1.897-2(h)(2) and that is satisfactory to Parent to be submitted to the IRS and in the form attached hereto as Exhibit D;; and (gv) Buyer and ▇▇▇▇▇▇ will execute and deliver the certificate required to each other be delivered by the Employment Agreement;Company pursuant to Section 8.01(c). (hc) Seller will execute and deliver At or prior to Buyer a closing certificateClosing, in Parent shall deliver, or cause to be delivered to the form of Exhibit F to this Agreement;Securityholder Representative: (i) Seller will execute the Escrow Agreement, duly executed by Parent and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this AgreementEscrow Agent; (jii) Buyer will execute the certificate required to be delivered by Parent and deliver Merger Sub pursuant to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to BuyerSection 8.02(c); and (niii) Seller will deliver evidence that Parent has made the Assets, if capable of physical delivery, to Buyer at Seller’s Officepayments and taken the actions contemplated by Section 3.02.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay the Purchaser shall deliver to: (i) the Distribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to Seller the Estimated Purchase Price minus the Good Faith Deposit, the Aggregate Escrow Amount, the French Escrow Amount, the TSA Escrow Amount and the TSA EMEA Employment Escrow Amount (together with any actual earnings thereon) by wire transfer in immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Payment as Date by the Distribution Agent in a written notice to the Purchaser; (ii) the Escrow Agent, an amount equal to the Aggregate Escrow Amount; (iii) the NNFSAS Escrow Agent, an amount equal to the French Escrow Amount; (iv) the TSA Escrow Agent, an amount equal to the TSA Escrow Amount; (v) the TSA Employment Escrow Agent, an amount equal to the TSA Employment Escrow Amount; (vi) the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying that the conditions set forth in Section 2.5(a);Sections 8.2(a) and 8.2(b) have been satisfied; and (vii) the other parties thereto, executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time. (b) Buyer will pay NNL, NNI, NNUK and the Purchaser shall cause the Escrow Agent to Seller deliver to the Distribution Agent (as agent for the Sellers and the EMEA Sellers), and the Escrow Agent shall deliver to the Distribution Agent (as agent for the Sellers and the EMEA Sellers), the Good Faith Deposit (together with actual earnings thereon) by wire transfer in immediately available funds to an award agreement evidencing account or accounts designated at least two (2) Business Days prior to the Common Stock as set forth Closing Date by the Distribution Agent in Section 2.5(b)a written notice to NNL, NNI and NNUK and the Purchaser; (c) Seller will endorse and the Main Sellers shall deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by Purchaser: (i) a duly executed certificate of titlean executive officer of one of the Main Sellers certifying that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (ii) updated Sections 2.1.5(a), 2.1.5(b), 2.1.6(a)(i), 2.1.6(a)(ii), 2.1.6(b)(ii) and 4.11(b) of the Sellers Disclosure Schedule, if applicable. (iii) executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time; and (iv) certified copies of the U.S. Sale Order and the Canadian Approval and Vesting Order; and (d) Seller will execute and deliver each Party shall deliver, or cause to Buyer a ▇▇▇▇ of Sale conveying be delivered, to the Assets other Parties any other documents reasonably requested by such other Parties in order to Buyereffect, in or evidence the form attached hereto as Exhibit B;consummation of, the transactions contemplated herein. (e) each Seller and Buyer will execute and shall deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to BuyerPurchaser, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) in the case of a Seller will execute that is a “United States person” within the meaning of Section 7701(a)(30) of the Code and deliver to Buyer applicable Treasury Regulations, a duly executed certificate of its secretarynon-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations; and (ii) (x) a duly executed certificate certifying that such Seller is not a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), or (y) in the form case of Exhibit G a Seller that is a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), a duly executed certificate certifying that the Assets transferred or assigned to the Purchaser pursuant to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, Agreement or any of the other Transaction Documents by such Seller do not include any taxable Canadian property as defined in the form of Exhibit H to this Agreement; Income Tax Act (kCanada) Buyer will execute (and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officeequivalent Quebec tax statute).

Closing Actions and Deliveries. (a) At the Closing: (i) the Sellers shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Liens, other than any Permitted Liens, and the Buyer shall purchase, acquire and accept from the Sellers, all of the Sellers’ right, title and interest in, to and under the Purchased Assets to the extent related to Transferred Client Accounts and Transferred Seller Representatives being converted or transferred at the Closing (the “Closing Purchased Assets”); and (ii) the Buyer shall assume and agree to pay, perform and discharge when due any and all Assumed Liabilities to the extent related to Transferred Client Accounts and Transferred Seller Representatives being converted or transferred at the Closing (the “Closing Assumed Liabilities”). (b) At the Closing, the Buyer will deliver to the Sellers: (i) an amount (by wire transfer of immediately available funds in Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing, ) equal to the Parties will take the following actions and make the following deliveries:Closing Payment; and (aii) an assignment and assumption agreement substantially in the form attached here to as Exhibit B (an “Assignment and Assumption”), duly executed by the Buyer will pay and relating to Seller the Closing Payment as set forth in Section 2.5(a); (b) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b);Assumed Liabilities. (c) Seller At the Closing, the Sellers will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title;Buyer: (di) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, sale substantially in the form attached hereto as Exhibit B; C (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇a “▇▇▇▇ will execute of Sale”), duly executed by the applicable Sellers and deliver relating to each other the Employment AgreementClosing Purchased Assets; (hii) Seller will execute an Assignment and deliver to Buyer a closing certificateAssumption, in duly executed by the form of Exhibit F to this Agreement; (i) Seller will execute applicable Sellers and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent relating to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to BuyerClosing Assumed Liabilities; and (niii) Seller will deliver the Assetsa properly prepared certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2), if capable of physical delivery, to Buyer at duly executed by each Seller’s Office.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay Sellers shall have paid or shall cause to Seller be paid, on behalf of each of the Closing Payment Companies, or make available to each respective Company for payment to the applicable recipients thereof in the case where such payment gives rise to a withholding Tax obligation on the part of such Company, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the applicable recipients thereof as set forth in Section 2.5(a)on the Estimated Closing Statement and, where applicable, such recipient’s invoice; (b) Buyer will pay Each Seller shall deliver to Purchaser a certificate stating that such Seller an award agreement evidencing has reviewed the Common Stock as set forth in Section 2.5(b);Payment Allocation Schedule, there are no omissions or errors on the Payment Allocation Schedule with respect to such Seller and any information on such documents regarding such Seller is accurate and complete. (c) Seller will endorse and The Sellers shall deliver to Buyer any certificates Parent and Acquisition Sub written resignations duly executed by the managers and officers of title necessary to effect or record each of the transfer Companies, as required by Parent and Acquisition Sub, with such resignations effective as of any Assets for which ownership is evidenced by a certificate of titlethe Closing; (d) Seller will execute and The Sellers shall deliver to Buyer Parent and Acquisition Sub the approvals, consents, waivers and assignments set forth on Schedule 2.3(e); (e) The Sellers shall deliver to Parent and Acquisition Sub a ▇certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of the Companies certifying as to such customary matters involving its organization and, to the extent applicable, its authorization of this Agreement, the Transaction Documents to which it is a party and its consummation of the Transaction or the other transactions contemplated hereby or thereby; (f) The Sellers shall deliver to Acquisition Sub a certificate from the Secretary of State (or such other appropriate Governmental Body) of the state of formation of each Company as to the good standing of such Company, in all cases as of a date not more than two (2) Business Days prior to the Closing Date; (g) Each Seller shall deliver to Acquisition Sub a completed and duly executed form W-9; (h) Each Seller shall deliver to Acquisition Sub an affidavit (in such form as is reasonably agreed to by Acquisition Sub), meeting the requirements of Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder, certifying that such Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code; (i) The Sellers shall deliver the Local Transfer Agreements; (j) The Sellers shall have delivered evidence reasonably satisfactory to Parent of the termination of the Intercompany Agreements; (k) The Asset Seller and Acquisition Sub shall have duly executed and delivered the Assignment and Assumption Agreement, in the form agreed upon by the Parties (the “Assignment and Assumption Agreement”); (l) The Asset Seller and Acquisition Sub shall have duly executed and delivered the Employee Sharing Agreement in the form agreed upon by the Parties (the “Employee Sharing Agreement”) (m) The Asset Seller and Acquisition Sub shall have duly executed and delivered the B▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit agreed upon by the Parties (the “B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to BuyerSale”); and (n) Seller will deliver The Parties shall have executed and delivered such other special warranty deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the Assetsparties shall deem reasonably necessary to vest in Acquisition Sub all right, if capable of physical deliverytitle and interest in, to Buyer at Sellerand under the Transferred Assets and to evidence Acquisition Sub’s Officeassumption of the Transferred Liabilities; (o) The Equity Seller shall have delivered evidence of the termination of that certain Master Real Property Conveyance Agreement, dated October 26, 2019, between the Equity Seller and TTP8, LLC and such termination shall continue to be effective through the Closing Date; (p) If the Parent is then listed on the New York Stock Exchange, Parent shall have received approval from the New York Stock Exchange for its Supplemental Listing Application for issuance of additional shares of Common Stock; (q) Conditioned upon the Closing, the Equity Sellers shall have been released from those three certain Guarantee Agreements, dated July 10, 2017, between the Equity Sellers and Inmost Partners, LLC guaranteeing the notes issued by DSV SPV1 LLC, DSV SPV2 LLC, and DSV SPV3 LLC; and (r) The Parent shall have completed and received the proceeds of the Financing.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay to Seller On the Closing Payment Date (other than item (iii) which shall be delivered on the date hereof), Seller shall deliver to Buyer (provided that delivery by the escrow agent shall be deemed delivery by Seller): (i) a bi▇▇ ▇f sale in the form of Exhibit B hereto (the “Bi▇▇ ▇f Sale”), duly executed by Seller, transferring the tangible personal property included in the Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to, and assumption by, Buyer of all of the Assets and the Assumed Liabilities; (iii) a certificate of the secretary or manager of Seller certifying to (A) Seller’s articles of incorporation and bylaws, if any, (or similar governing documents), (B) the adoption of resolutions of Seller approving the transactions contemplated hereby and by each of the other Transaction Documents to which Seller is a party, (C) the incumbency of the officers signing this Agreement and other Transaction Documents to which Seller is a party on behalf of Seller (together with their specimen signatures), and (D) attaching a good standing certificate (or similar document) issued by the secretary of state certifying that Seller is existing and in good standing under the laws of the Commonwealth of Puerto Rico; and (iv) such other documents, instruments or certificates as set forth in Section 2.5(a);shall be reasonably requested by Buyer or its counsel. (b) On the Closing Date (other than items (iv) and (v) which shall be delivered on the date hereof), Buyer will pay shall deliver to Seller an award agreement evidencing (provided that delivery by the Common Stock as set forth in Section 2.5(b);escrow agent shall be deemed delivery by Buyer): (ci) Seller the Purchase Price in the following manner: (A) the Escrow Amount will endorse and deliver be released to Buyer any certificates Seller, (B) delivery of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, promissory note in the form attached hereto as Exhibit BD in the principal amount of Three Million Dollars (the “Promissory Note”), and (C) application of a credit to Buyer for Two Hundred Fifty Thousand Dollars ($250,000.00) in respect of the Buyer Deposit; (eii) Seller the Bi▇▇ ▇f Sale and Buyer will execute the Assignment and deliver to Assumption Agreement, each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to duly executed by Buyer, ; (iii) a security agreement in the form attached hereto as Exhibit CE (the “Security Agreement”), granting Seller a secured interest on the Assets; (fiv) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, a guaranty agreement in the form attached hereto as Exhibit DF (the “Guaranty Agreement”) duly executed by Romark Laboratories L.C., a Florida limited liability company (the “Guarantor”), providing for Guarantor’s limited guaranty of Three Million Dollars ($3,000,000.00) of the Purchase Price; (gv) a certificate of the secretary or manager of Buyer certifying to (A) Buyer’s articles of organization and ▇▇▇▇▇▇ will execute limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transactions contemplated hereby and deliver by each of the other Transaction Documents to each which Buyer is a party, (C) the incumbency of the officers signing this Agreement and other Transaction Documents to which Buyer is a party on behalf of Buyer (together with their specimen signatures), and (D) attaching a good standing certificate (or similar document) issued by the Employment Agreementsecretary of state certifying that Seller is existing and in good standing under the laws of the Commonwealth of Puerto Rico; (hvi) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretarythe secretary or manager of Guarantor certifying to (A) Guarantor’s articles of organization and limited liability company agreement (or similar governing documents), in (B) the form adoption of Exhibit G resolutions of Guarantor approving the transactions contemplated by the Guaranty Agreement to this Agreement; which Guarantor is a party, (jC) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment incumbency of the Real Property Lease and estoppel letter from officers signing the landlord for Seller’s Office, in form Guaranty Agreement to which Guarantor is a party on behalf of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; Guarantor (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyertogether with their specimen signatures), and if required thereby, (D) attaching a consent to good standing certificate (or similar document) issued by the assignment secretary of such contracts, state certifying that Guarantor is existing and in a form reasonably acceptable to Buyergood standing under the laws of Florida; and (nvii) such other documents, instruments or certificates as shall be reasonably requested by Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officeor its counsel.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into the Ancillary Agreements to which it is contemplated that they will pay be parties, respectively, to Seller the Closing Payment extent such agreements have not yet been entered into (except, with respect to Real Estate Agreements, as set forth otherwise provided in the Real Estate Terms and Conditions) and subject to Section 2.5(a)5.25; (b) Buyer will pay the Purchaser shall deliver or cause to Seller be delivered (i) to the Distribution Agent, an award agreement evidencing amount in cash equal to the Common Stock Base Cash Purchase Price (as set forth adjusted in accordance with Sections 2.2.2 and 2.2.3) less the Escrow Amount by wire transfer in immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Distribution Agent in a written notice to the Purchaser, (ii) to the Escrow Agent, an amount equal to the Escrow Amount to be held and disbursed in accordance with the Escrow Agreement, this Agreement and the Carling Property Lease Agreements, (iii) as directed by the Sellers, the amount owing pursuant to Section 2.5(b)4(a)(ii) of the Transition Services Agreement, and (iv) subject to Section 2.2.7, to the Distribution Agent one or more stock certificates representing the Shares issued to the Distribution Agent; (c) Seller will endorse and immediately following delivery of the amount described in Section 2.3.2(b), at the Closing the Sellers shall deliver or cause to Buyer any certificates of title necessary be delivered to effect or record the Escrow Agent by wire transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyerimmediately available funds, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent amount equal to the assignment of Transition Services Escrow Amount to be held and disbursed in accordance with the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Escrow Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in this Agreement and the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to BuyerTransition Services Agreement; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. (a) At the Closing the Purchaser shall deliver to or as directed by the Sellers an amount equal to the Purchase Price, less the Deposit (and any interest thereon) in accordance with Section 2.2.2(b)(i), by wire transfer in immediately available funds to an account or accounts designated at least three (3) Business Days prior to the ClosingClosing Date by the Sellers and the Monitor in a written notice to the Purchaser, together with a copy of the Parties will take the following actions bring-down and make the following deliveries: (aofficer's certificates required to be delivered pursuant to Section 9.2(c) Buyer will pay to Seller the Closing Payment as set forth in and Section 2.5(a9.2(d); (b) Buyer will pay At the Closing the Sellers, Purchaser and Parent shall cause the Monitor to Seller deliver to or as directed by the Sellers the Deposit (together with any interest accrued thereon), but excluding any portion thereof attributable to CQIM, by wire transfer in immediately available funds to an award agreement evidencing account or accounts designated at least three (3) Business Days prior to the Common Stock as set forth Closing Date by the Sellers in Section 2.5(b)a written notice to the Purchaser; (c) Seller will endorse and deliver At the Closing the Sellers shall deliver, or cause to Buyer any be delivered, to the Purchaser: (i) certificates of title necessary to effect or record representing the transfer of any Assets for which ownership is evidenced by a certificate of titlePurchased Shares; (dii) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit B; (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer transfer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificatePurchased Shares, in the form of Exhibit F to this AgreementE duly executed by the applicable Seller; (iiii) Seller will execute a copy of the Approval and deliver Vesting Order; (iv) the bring-down certificates required to Buyer be delivered pursuant to Section 9.3(i); (v) the officer's certificates required to be delivered pursuant to Section 9.3(j); (vi) the written resignation of all the officers and directors of the Targets together with a certificate of its secretary, release and discharge in the form of Exhibit G to this AgreementF; (jvii) Buyer will execute and deliver to Buyer a closing certificatean opening balance sheet for Amalco, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretarywhich opening balance sheet shall, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent for greater certainty, demonstrate to the assignment reasonable satisfaction of the Real Property Lease Purchaser and estoppel letter from Parent that the landlord for Seller’s Office, covenant of the Sellers set out in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to BuyerSection 6.5 has been fulfilled; and (nviii) Seller will deliver all minute books and share ledgers of the AssetsTargets, if capable Cliffs Far North and Cliffs Ontario to the extent in the possession of physical deliveryor reasonably available to Sellers. (d) Within a reasonable time following the Closing Date, but in any event no later than 90 days following the Closing Date, the Sellers shall deliver, or cause to Buyer at Seller’s Officebe delivered to the Purchaser, the accounting, Tax and corporate records of the Targets, Cliffs Far North and Cliffs Ontario to the extent in the possession of or reasonably available to the Sellers.

Closing Actions and Deliveries. At or (a) Immediately prior to the Closing Date, Seller shall have transferred to and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of (x) the Estimated Net Working Capital as of the Closing Date, and (y) the amount of Cash and Cash Equivalents as of the Closing Date (the “Estimated Closing Cash”), which Estimated Closing Statement shall have been approved by Buyer. (b) Within twenty-four (24) hours of the Closing, Buyer shall: (i) pay the Closing Cash Consideration to SMP VG Holdco Inc. as directed by the Shareholder Representative for further distribution to the Sellers by wire transfer in immediately available funds to the accounts specified in writing by the Sellers; (ii) pay the amount of all Closing Date Funded Indebtedness, if any, from the Purchase Price as provided in the Closing Payoff Certificate; (iii) pay the Selling Expenses outstanding immediately prior to Closing, if any, from the Purchase Price as provided in the Closing Payoff Certificate, which for the avoidance of doubt shall include expenses triggered upon the occurrence of the Closing; and (iv) deposit the Escrow Amount into an escrow account (the “Escrow Account”) under the terms of an escrow agreement (the “Escrow Agreement”) to be executed on the Closing Date by ▇▇▇▇▇, Shareholders Representative and the Escrow Agent. (c) At the Closing, Buyer shall deliver to the Shareholder Representative: (i) An executed copy of the Escrow Agreement, duly executed by ▇▇▇▇▇ and the Escrow Agent; (ii) a copy of the Non-Compete Agreements, duly executed by ▇▇▇▇▇; and (iii) such other documents, instruments or certificates as shall be reasonably requested by the Shareholder Representative. (d) At the Closing, the Parties will take Sellers and the following actions and make the following deliveriesShareholder Representative shall deliver to Buyer: (ai) Buyer will pay to Seller Certificate(s) representing all of the Closing Payment as set forth SMP Shares, duly endorsed in Section 2.5(a)blank or with duly executed stock powers attached; (bii) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b); (c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced The Non-Compete Agreements, duly executed by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇; (iii) a copy of Sale conveying the Assets Escrow Agreement, duly executed by SMP VG Holdco Inc. on behalf of Shareholder Representative; (iv) a bring down certificate signed by the Shareholder Representative representing that the representations and warranties are true and correct as of the Closing Date and that the Sellers and Shareholder Representative have complied with all of their covenants; (v) a certificate (the “Closing Payoff Certificate”) signed by the Shareholder Representative, which shall set forth (A) the amount of all outstanding Closing Date Funded Indebtedness and instructions regarding the payoff or discharge of all such Closing Date Funded Indebtedness at Closing, and (B) the amount of outstanding Selling Expenses as of immediately prior to Closing (which for the avoidance of doubt shall include expenses triggered upon the occurrence of the Closing) and instructions regarding the payment of such Selling Expenses at Closing, together with payoff letters or other evidence, in a form reasonably acceptable to Buyer, in of the form attached hereto as Exhibit Bpayoff amounts set forth on the Closing Payoff Certificate; (evi) Seller written resignations, effective as of the Closing, of the officers and Buyer will execute and deliver to each other an Assignment directors of Intellectual Property conveying SMP requested by ▇▇▇▇▇; (vii) written consent from the Intellectual Property included University of Florida Research Foundation in the Assets to Buyer, in substantially the form attached hereto as Exhibit C; (fviii) Buyer and Seller will execute and deliver a completed IRS Form W-9 executed by SMP VG Holdco Inc.; (ix) evidence reasonably satisfactory to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilitiesreceipt of all filings required to be made and Consents required from Third Parties (including Governmental Authorities), in each case in order to consummate the form attached hereto as Exhibit DShare Purchase without breach of any Contract or Law; (gx) Buyer an affidavit of non-foreign status of SMP dated as of the Closing Date in form and ▇substance required under Section 1445 of the Code and the Treasury Regulations thereunder; and (xi) such other documents, instruments or certificates as shall be reasonably requested by ▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officecounsel.

Closing Actions and Deliveries. At or least three (3) Business Days prior to the Closing Date, Seller and Buyer shall enter into the Notary Letter with the Notary. On the Closing Date, prior to or at the Closing, the Parties will take each Party hereto shall do, or procure to be done, the following actions and make the following deliveriesactions: (a) transfer by Buyer will pay of an amount equal to Seller the Purchase Price to the Notary Account, which amount must be credited to the Notary Account no later than 10:00 AM Central European Time on the Closing Payment as set forth Date and with value on the Closing Date and shall be held by the Notary in Section 2.5(a)accordance with the Notary Letter; (b) Buyer will pay delivery by Seller of the shareholders register of the Company to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b)Notary; (c) delivery by Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record a shareholders resolution of the Company regarding the transfer restrictions as mentioned in the articles of any Assets for which ownership is evidenced by a certificate association of titlethe Company; (d) delivery by Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit BLeakage Certificate; (e) Seller delivery by Buyer of evidence of its adherence as a party to the existing shareholders’ agreement entered into between the Company, Seller, Concerto and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to BuyerScherzo on February 26, in the form attached hereto as Exhibit C2021; (f) such action and execution of such documents (e.g. powers of attorney duly executed on behalf of Seller, the Company and Buyer respectively, as and Seller will execute where required by the Notary, legalized and deliver to each other an Assignment and Assumption Agreement evidencing apostilled, confirmations on the assumption by Buyer authority of the Assumed Liabilities, in signatories of the form attached hereto aforementioned powers of attorney and corporate resolutions) as Exhibit Dshall be required for the execution of the Deed of Transfer as contemplated by the Notary Letter; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver execution of the Deed of Transfer by the Notary in accordance with the Notary Letter, whereby Seller shall cause the Company to each other acknowledge the Employment Agreementtransfer of the Sale Shares on the Closing Date by co-signing the Deed of Transfer; (h) delivery by Buyer of a certificate signed by an authorized officer or director of Buyer dated the Closing Date certifying that, after giving effect to the Redemption TO and payment of the Purchase Price, Buyer shall have USD 1.00 billion of cash and marketable securities (as defined under U.S. GAAP), in the aggregate. Each of the actions carried out at the Closing pursuant to this Article shall be deemed to take place simultaneously, provided that, for practical reasons the Closing shall take place in the sequence set out above. Accordingly, each of the actions to be carried out at the Closing shall be deemed to have been carried out subject to the condition precedent that each of the other actions required to be carried out at the Closing Date pursuant to this Article shall have actually been carried out and the Closing shall not have occurred until all such actions have been carried out. The amounts paid into the Notary Account pursuant to this Article 5(a) shall be paid out in accordance with the Notary Letter. If at any time before or after the Closing, Buyer and Seller will reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Transactions or to carry out the purposes and intent of this Agreement at or after the Closing, then, subject to the terms and conditions of this Agreement, Buyer, Seller and the Company and their respective officers and directors or managers shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to Buyer a closing certificate, in consummate the form Transactions and to carry out the purposes and intent of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. (a) At the Closing: (i) the Seller will sell, convey, transfer, assign, and deliver to the Buyer, free and clear of all Liens except Permitted Liens, and the Buyer will purchase, acquire, and accept from the Seller, all of the Seller’s right, title and interest in, to and under the Purchased Assets (the “Closing Purchased Assets”); and (ii) the Buyer will assume and agree to pay, perform, and discharge when due the Assumed Liabilities (the “Closing Assumed Liabilities”). (b) At the Closing, the Buyer will deliver to the Seller: (i) an amount (by wire transfer of immediately available funds to such account or accounts specified by the Seller to the Buyer at least two (2) Business Days prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay equal to Seller the Closing Payment as set forth in Section 2.5(a)Payment; (bii) Buyer will pay to Seller an award assignment and assumption agreement evidencing the Common Stock as set forth in Section 2.5(b); (c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, substantially in the form attached hereto as Exhibit BB (the “Assignment and Assumption”), duly executed by the Buyer and relating to the Closing Assumed Liabilities; (eiii) a written acknowledgment of the termination of the sublease between Buyer and Seller; (iv) a subcontract agreement with respect to the contracts not assumed by Buyer for which Seller and Buyer will execute and deliver wishes to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyerengage B▇▇▇▇’s services, substantially in the form attached hereto as Exhibit C;C (the “Subcontract Agreement”), duly executed by the Buyer; and (fv) the certificate required to be delivered by the Buyer and at or prior to the Closing pursuant to Section 6.2(c) of this Agreement. (c) At the Closing, the Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer Buyer: (i) a bill of the Assumed Liabilities, sale substantially in the form attached hereto as Exhibit DD (the “Bill of Sale”), duly executed by the Seller and relating to the Closing Purchased Assets; (gii) the Assignment and Assumption, duly executed by the Seller and relating to the Closing Assumed Liabilities; (iii) the Subcontract Agreement, duly executed by the Seller; (iv) an updated Schedule 2.1(a) and Schedule 6.1(c), each updated as of the Closing Date; (v) the certificates required to be delivered by the Seller at or prior to the Closing pursuant to Section 6.1(c) this Agreement; and (vi) such other customary instruments of transfer, assumption, filings, documents, or certificates, in form and substance reasonably satisfactory to Buyer, as may be reasonably required by Buyer or required to give effect to this Agreement. (d) At the Closing, the Seller and ▇▇B▇▇▇▇ will execute and shall deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in Escrow Agent joint written instructions directing the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment disbursement of the Real Property Lease and estoppel letter from the landlord for Signing Payment to Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. At or Subject to the conditions set forth in this Agreement, at the Closing: (i) Buyer shall deliver the Closing Payment and the Prepaid Rent by wire transfer of immediately available funds to the account(s) designated by Seller, such designation to be made in writing at least two (2) business days prior to the Closing, ; and Buyer shall assume the Parties will take Assumed Liabilities through execution of the following actions and make the following deliveries: (a) Buyer will pay to Seller the Closing Payment as set forth in Section 2.5(a); (b) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b); (c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, sale and assignment and assumption of liabilities in the form attached hereto as Exhibit B; A (e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C; (f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇"▇▇▇▇ will execute of Sale and deliver to each other the Employment Assignment and Assumption Agreement"); (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (jii) Buyer will execute shall deposit with the Escrow Agent the Escrow Amount, to be governed by the terms and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment conditions of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Escrow Agreement, or such other form reasonably acceptable by wire transfer of immediately available funds to an account which has been designated by the Escrow Agent to Buyer; (miii) Seller will shall (and the Principals shall cause Seller to) convey all of the Purchased Assets to Buyer and shall deliver to Buyer such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, transfer tax declarations and all other instruments of conveyance as are necessary or desirable to effect transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), including delivery by Seller of: (A) an executed ▇▇▇▇ of Sale and Assignment and Assumption Agreement; (B) documents acceptable for recordation in the Canadian Intellectual (C) with respect to each Lease included as part of the Purchased Assets, an assignment and assumption of any other Business Contract required lease in the sole discretion of form and substance satisfactory to Buyer, and if required therebyacting reasonably, a which will include the lessor’s consent to assignment of the lease and will endeavour (but shall not be required) to include Buyer’s customary use language (each, an "Assignment and Assumption of Lease") and duly executed by Seller and the lessor under such Lease; (D) documentation necessary to reflect the assignment of such contracts, all POS licenses used in a form reasonably acceptable connection with the Business to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. At Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take the following actions or make the following deliveries substantially concurrently at the Closing: (a) The Sellers: (i) shall deliver to Buyer a properly completed and duly executed Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (IRS Form W-8BEN-E) or a Request for Taxpayer Identification Number and Certification (IRS Form W-9), as applicable, of Sellers; (ii) shall deliver to Buyer a certificate duly executed by an officer of Strada Carte, certifying that attached thereto (i) are true, complete, and correct copies of the Organizational Documents of the Company and the Operating Subsidiaries immediately prior to the Closing, (ii) is a true, complete, and correct copy of the Parties will take Organizational Documents of Strada Carte, and (iii) that attached thereto is a true and complete copy of the following actions certification of good standing (or equivalent form) for the Company, each of the Operating Subsidiaries, and make Strada Carte, certified by the following deliveries: appropriate official or body of the jurisdiction of formation as of a date not more than three (a3) Buyer will pay Business Days prior to Seller the Closing Payment as set forth in Section 2.5(a)Date; (biii) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b); (c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title; (d) Seller will execute and shall deliver to Buyer a ▇▇▇▇ stock power or share assignment of Sale conveying the Assets to Buyer, Fortress Shares in the form attached hereto as Exhibit BD (the “Fortress Share Assignments”); (eiv) Seller shall deliver to ALT5 and Buyer will execute such documentation reasonably acceptable to ALT5 and Buyer that all obligations of the Company and the Operating Subsidiaries, and its and their respective affiliates, in respect of any and all previous, current, actual, contingent, potential, or future obligations of the Company (financial and otherwise) under, or in connection with, and including all transactions directly or indirectly referenced in that certain Promissory Note, dated December 4, 2024, in the initial principal amount of Thirty-four Million One Hundred Ten Thousand Five Hundred Fifty-nine United States Dollars (US$34,110,559.00) in favor of Strada Carte (the “Strada Carte Note”) have been satisfied in full through the conversion thereof into an aggregate of 3,915 shares of common stock of the Company registered in the name of Strada Carte; (v) shall deliver to each other an Assignment ALT5 and Buyer a termination agreement and mutual general release between the parties to that certain Business Asset Sale and Purhcase [sic] Agreement between 9223-9044 Quebec Inc., a corporation duly incorporated in accordance with the Quebec Business Corporations Act, and Karam & Missick, in Trust, for Fortress Asset Holdings Ltd., dated December 23, 2022 (the “December 2022 Agreement”), in respect of Intellectual Property conveying any and all previous, current, actual, contingent, potential, or future obligations of the Intellectual Property included parties thereto (financial and otherwise) under, or in connection with, and including all transactions directly or indirectly referenced therein in the Assets form attached hereto as Exhibit F and executed by the parties to Buyerthe December 2022 Agreement, which release shall specifically identify each of Sellers, the Operating Subsidiaries, and its and their respective affiliates, as specifically intended third-party beneficiaries (the “December 2022 Release Agreement”); (vi) shall deliver to ALT5 and Buyer a mutual general release among the parties to that certain Share Purchase Agreement among the Company, ▇▇. ▇▇ ▇▇▇▇, and the De Luca Trust, dated December 4, 2024 (the “December 2024 Agreement”), in respect of any and all previous, current, actual, contingent, potential, or future obligations of the parties thereto (financial and otherwise) under, or in connection with, and including all transactions directly or indirectly referenced therein in the form attached hereto as Exhibit G and executed by the parties to the December 2024 Agreement, which release shall specifically identify each of Sellers, the Operating Subsidiaries, and its and their respective affiliates, as specifically intended third-party beneficiaries (the “December 2024 Release Agreement”); (vii) reserved; Alt5_MSwipe_SPA_030325.rwk.8a4 (viii) shall deliver to Buyer each of the Covenants Against Competition Agreement, each counter-signed by the relevant individual and in the form attached hereto as Exhibit C; (fix) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; shall (gy) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F consents set forth on Schedule 1.04(a)(ix) (the “Required Consents”) and (z) use reasonable best efforts to this Agreement; (i) Seller will execute and deliver to Buyer a certificate written evidence of its secretaryany required notices to, approvals, and/or waivers by and/or consents of any counterparty to any Material Contract, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificateeach case, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion reasonable satisfaction of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.

Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries: (a) Buyer will pay the Purchaser shall deliver to: (i) the Distribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to Seller the Estimated Purchase Price minus the Good Faith Deposit, the Aggregate Escrow Amount, the French Escrow Amount, the TSA Escrow Amount and the TSA EMEA Employment Escrow Amount (together with any actual earnings thereon) by wire transfer in immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Payment as Date by the Distribution Agent in a written notice to the Purchaser; (ii) the Escrow Agent, an amount equal to the Aggregate Escrow Amount; (iii) the NNFSAS Escrow Agent, an amount equal to the French Escrow Amount; (iv) the TSA Escrow Agent, an amount equal to the TSA Escrow Amount; (v) the TSA Employment Escrow Agent, an amount equal to the TSA Employment Escrow Amount; (vi) the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying that the conditions set forth in Section 2.5(a);Sections 8.2(a) and 8.2(b) have been satisfied; and (vii) the other parties thereto, executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time. (b) Buyer will pay NNL, NNI, NNUK and the Purchaser shall cause the Escrow Agent to Seller deliver to the Distribution Agent (as agent for the Sellers and the EMEA Sellers), and the Escrow Agent shall deliver to the Distribution Agent (as agent for the Sellers and the EMEA Sellers), the Good Faith Deposit (together with actual earnings thereon) by wire transfer in immediately available funds to an award agreement evidencing account or accounts designated at least two (2) Business Days prior to the Common Stock as set forth Closing Date by the Distribution Agent in Section 2.5(b)a written notice to NNL, NNI and NNUK and the Purchaser; (c) Seller will endorse and the Main Sellers shall deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by Purchaser: (i) a duly executed certificate of titlean executive officer of one of the Main Sellers certifying that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (ii) updated Sections 2.1.5(a), 2.1.5(b), 2.1.6(a)(i), 2.1.6(a)(ii), 2.1.6(b)(ii) and 4.11(b) of the Sellers Disclosure Schedule, if applicable. (iii) executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time; and (iv) certified copies of the U.S. Sale Order and the Canadian Approval and Vesting Order; and (d) Seller will execute and deliver each Party shall deliver, or cause to Buyer a ▇▇▇▇ of Sale conveying be delivered, to the Assets other Parties any other documents reasonably requested by such other Parties in order to Buyereffect, in or evidence the form attached hereto as Exhibit B;consummation of, the transactions contemplated herein. (e) each Seller and Buyer will execute and shall deliver to each other an Assignment the Purchaser, (x) a duly executed certificate certifying that such Seller is not a non-resident of Intellectual Property conveying Canada for purposes of section 116 of the Intellectual Property included Income Tax Act (Canada) (and the equivalent Quebec tax statute), or (y) in the case of a Seller that is a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), a duly executed certificate certifying that the Assets transferred or assigned to Buyer, the Purchaser pursuant to this Agreement or any of the other Transaction Documents by such Seller do not include any taxable Canadian property as defined in the form attached hereto as Exhibit C; Income Tax Act (fCanada) Buyer (and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D; (g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement; (h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement; (i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement; (j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement; (k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement; (l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer; (m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and (n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Officeequivalent Quebec tax statute).