Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver deliver, or cause to Holdings be delivered, the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at Escrow Agent, amounts equal to the time of ClosingAdjustment Escrow Amount and the Indemnity Escrow Amount, in accordance with the terms and conditions hereof and in the Escrow Agreement; (ii) a certificateto each Seller, dated an amount equal to such Seller’s Closing Payment, in accordance with the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions wire instructions for such Seller as set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedon the Allocation Schedule; (iii) to the Seller Representative, (A) a certificate counterpart of the Secretary Escrow Agreement, duly executed by Buyer; (or equivalent officerB) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted certificate referred to in Section 8.2(a), duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (iv) to each counterparty or holder of Indebtedness identified on the Preliminary Closing Statement as “Payoff Indebtedness”: (A) in the case of Vulcan, the number of Series E Preferred Units (rounded down to the nearest whole share) equal to the Vulcan Contingent Interest Contribution Amount divided by the Series E Preferred Unit Value Per Share, and in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the number of Series E Preferred Units (rounded down to the nearest whole share) equal to the ▇▇▇▇▇▇▇▇▇ Note Contribution Amount divided by the Series E Preferred Unit Value Per Share, in exchange for the contribution of a certificate portion of the Secretary Vulcan Contingent Interest and ▇▇▇▇▇▇▇▇▇ Promissory Note, respectively, to the Buyer; and (B) the amount(s) payable to such counterparty or equivalent officer) of holder, as specified in the Target Company certifying Debt Payoff Letters and identified next to such holder’s name on the names Estimated Closing Statement and signatures of the officers of the Target Company authorized to sign in accordance with this Agreement; provided, that in the Ancillary Documents case of Vulcan and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, such amount shall be reduced by the Vulcan Contingent Interest Contribution Amount and the other documents to be delivered hereunder and thereunder▇▇▇▇▇▇▇▇▇ Note Contribution Amount, respectively; (v) to each Person who is owed a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority portion of the jurisdiction under Estimated Transaction Expenses: (A) with respect to each Estimated Transaction Expense other than the Laws ICU Equivalent Cash Bonus Payments, the amount sufficient to pay such Estimated Transaction Expense, as specified in which the Target Company is organizedTransaction Expenses Payoff Instructions and in accordance with this Agreement; and (B) with respect to each ICU Equivalent Cash Bonus Payment, the amount sufficient to pay such ICU Equivalent Cash Bonus Payment, as specified in Schedule 1.1(b) and in accordance with this Agreement, shall be deposited with the applicable Enhanced Entity to be paid on the Closing Date in accordance with the applicable Enhanced Entity’s payroll practices; (vi) to each Rollover Seller, (A) the Consideration Spreadsheet contemplated number of Series E Preferred Units (rounded down to the nearest whole share) equal to that portion of the Rollover Units Value specified next to such Rollover Seller’s name on Schedule 2.3(a)(vi) divided by the Series E Preferred Unit Value Per Share; and (B) counterparts of the Buyer LLC Agreement and the Equityholders Agreement, duly executed by Holdings, Buyer and the other “Preferred Unitholders” party thereto, and in Section 2.6the case of the Buyer LLC Agreement, Keystone Capital XXX LLC (“Keystone”); (vii) to the FIRPTA StatementSeller Representative, an amount equal to the Seller Representative Expense Amount, in accordance with wire instructions provided by the Seller Representative; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a counterpart of the transactions contemplated ▇▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by this AgreementECG NewCo. (b) At the Closing, Holdings the Sellers shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Buyer, the following: (i) executed transfer instruments in customary form related to the Purchased Interests owned or held by each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSeller; (ii) stock certificates representing letters of resignation from the portion directors or managers, as applicable, of Holdings Equity allocated to the Blockers, ECP and ECG; (iii) a certificate of each Seller of the Blockers certifying that each Blocker is not, and has not been, a United States real property holding corporation, within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code, which certificate complies with the requirements of Section 1445 of the Code (including an appropriate IRS notification letter); (iv) a certification of non-foreign status in accordance with U.S. Treasury Regulation Section 1.1445-2(b)(2) and Section 1446(f) of the Code from each of the Sellers other than the Trident Sellers, or to the extent that such Seller is disregarded as an entity from its parent, from such Seller’s Pro Rata Shareregarded owner; and (v) the certificates referred to in Section 8.3(a), duly executed by the Companies and the Sellers. (c) At the Closing, the Seller Representative shall deliver, or cause to be delivered to the Buyer, the following: (i) counterparts of the Escrow Agreement, duly executed by the Seller Representative; (ii) the Debt Payoff Letters, duly executed by each holder of Payoff Indebtedness; and (iii) certificates of good standing or the equivalent of recent date for each of the Blockers, ECG, and ECP from their respective jurisdictions of organization. (d) At the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual, shall deliver, or cause to be delivered to the Buyer, the following: (i) counterparts of the ▇▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (ii) appropriate documents reasonably acceptable to the Buyer evidencing the contribution of a portion of the ▇▇▇▇▇▇▇▇▇ Promissory Note equal to the ▇▇▇▇▇▇▇▇▇ Note Contribution Amount to the Buyer in exchange for the Series E Preferred Units set forth in Section 2.3(a)(iv)(A), duly executed by the applicable parties to such documents. (e) At the Closing, Vulcan shall deliver, or cause to be delivered to the Buyer, appropriate documents reasonably acceptable to the Buyer evidencing the contribution of the entire Vulcan Contingent Interest equal to the Vulcan Contingent Interest Contribution Amount to the Buyer in exchange for the Series E Preferred Units set forth in Section 2.3(a)(iv)(A), duly executed by the applicable parties to such documents. (f) At the Closing, each Rollover Seller shall deliver, or cause to be delivered to the Buyer, counterparts of the Buyer LLC Agreement and the Equityholders Agreement, duly executed by each Rollover Seller. (g) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as shown in may be designated to the Consideration Spreadsheet;payor by the payee at least two Business Days prior to the applicable payment date.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions or written consents adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions or written consents of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s certificate of formation and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions or written consents of the Target Company Board and Target Company Members, all such resolutions or written consents are in full force and effect and are all the resolutions or written consents adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Member Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of AIRO Group, Holdings and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of AIRO Group, Holdings and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iv) a certificate of the Secretary (or equivalent officer) of AIRO Group, Holdings and Merger Sub certifying the names and signatures of the officers of AIRO Group, Holdings and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vi) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative TME shall deliver (or cause to Holdings be delivered) to Spotify AB all of the following: (i) all stock certificates held an excerpt from the register of members of TME, evidencing Spotify AB’s ownership of the Acquired TME Shares, certified by the Sellers representing the Shares, to the extent such Shares are certificated at the time registered office provider of ClosingTME; (ii) a certificatewritten opinion of the Cayman Islands counsel to TME, dated as of the Closing Date and signed by a duly authorized officer of addressed to Spotify AB in the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedform attached hereto as Exhibit E; (iii) a certificate certificate, dated as of the Secretary (or equivalent officer) Closing Date, duly executed by a duly authorized representative of TME and addressed to Spotify AB in the Target Company certifying that (a) form attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereto as Exhibit F; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this TME Investor Agreement, the Ancillary Documents duly executed by TME Hong Kong, TME, Tencent Hong Kong and the other documents to be delivered hereunder and thereunderTencent; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;Spotify Investor Agreement, duly executed by TME and Tencent; and (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings reasonably requests and are the Parties shall deem reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Spotify shall deliver to Seller Representative (or such other Person as may cause to be specified hereindelivered) to TME Hong Kong all of the following: (i) each an excerpt from the shareholders’ register of Spotify evidencing the registration of TME Hong Kong’s ownership of the Promissory Notes made payable Acquired Spotify Shares, certified by representatives of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇ or of LWM S.A., in their respective capacities as counsel to Spotify or registered office provider of Spotify, in each Seller and case, in the principal amounts set forth in the Consideration SpreadsheetLuxembourg, duly executed by HoldingsGrand Duchy of Luxembourg; (ii) stock certificates representing a written opinion of Luxembourg counsel to Spotify, dated as of the portion of Holdings Equity allocated Closing Date and addressed to each Seller in accordance with such Seller’s Pro Rata Share, as shown TME Hong Kong in the Consideration Spreadsheetform attached hereto as Exhibit G; (iii) a certificate, dated as of the Closing Date, duly executed by a duly authorized representative of Spotify and addressed to TME Hong Kong in the form attached hereto as Exhibit H; (iv) the TME Investor Agreement, duly executed by Spotify, D.G.E. Investments LTD and ▇▇▇▇▇▇▇ Company Limited; (v) the Spotify Investor Agreement, duly executed by Spotify and Spotify AB; and (vi) such other documents and instruments as the Parties shall deem reasonably necessary to consummate the transactions contemplated hereby. (c) The Parties hereby agree that, at the Closing, the TME Shares Purchase Price shall be paid and delivered by Spotify AB to TME, and the Spotify Shares Purchase Price shall be paid and delivered by TME Hong Kong to Spotify, by causing the TME Parties to instruct and direct (and TME Parties hereby so instruct and direct) Spotify AB to pay and deliver an aggregate amount in cash equal to the TME Shares Purchase Price to Spotify by wire transfer of immediately available funds to an account designated by Spotify, which payment shall be deemed to have been made: (i) first, by Spotify AB to TME in full satisfaction of the TME Shares Purchase Price; (ii) secondly, by TME to TME Hong Kong as a capital contribution, a shareholder loan or a combination thereof; and (iii) thirdly, by TME Hong Kong to Spotify in full satisfaction of the Spotify Shares Purchase Price.

Closing Deliverables. The following deliveries shall be made at the applicable Closing: (a) At or prior to the Closing, the Seller Representative shall deliver or cause to Holdings be delivered to Buyer or the followingDeposit Escrow Agent, as applicable: (i) all stock certificates held by the Sellers representing the SharesEquity Interests to be transferred at such Closing, to the extent such Shares Equity Interests are certificated at certificated, and to the time of Closingextent such Equity Interests are not certificated, duly executed counterparts to assignment and assumption agreements effecting the assignment thereof; (ii) a certificatesubject to Section 2.5(d), dated the Closing Date and signed by a duly authorized officer Required Lender Consents in respect of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedLender Encumbered Properties to be transferred at such Closing; (iii) subject to Section 2.5(d), the Required Tenant Waivers in respect of the Tenant Encumbered Properties to be transferred at such Closing; (iv) subject to Section 2.5(d), evidence of the JV Redemptions in respect of the JV Encumbered Properties to be transferred at such Closing; (v) a duly executed copy of the Closing Statement applicable to such Closing, as agreed upon between the Parties, pursuant to Section 2.4; (vi) a duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the applicable portion of the Deposit in accordance with Section 2.3(a); (vii) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying that the conditions to such Closing specified in Sections 7.2(a) and 7.2(b) have been fulfilled; (viii) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying (A) in the case of the Secretary (or equivalent officer) Initial Closing, the resolutions of the Target Company certifying that (a) attached thereto are true governing body of Seller approving and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby(B) in the case of each Closing, the Organizational Documents of each Company and each Purchased Subsidiary to be transferred at such Closing; (ix) a certificate dated the applicable Closing Date, duly executed by an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b); and (b) Buyer shall deliver or cause to be delivered to Seller or the Deposit Escrow Agent, as applicable: (i) the Closing Cash Payment applicable to such resolutions are Closing (less the applicable portion of the Deposit), in full force accordance with Section 2.3(b); (ii) duly executed counterparts to the assignment and effect and are all assumption agreements described in Section 2.6(a)(i); (iii) a duly executed copy of the resolutions adopted in connection with Closing Statement applicable to such Closing, as agreed upon between the transactions contemplated hereby and therebyParties, pursuant to Section 2.4; (iv) a certificate duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the applicable portion of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Deposit in accordance with Section 2.3(a); and (v) a good standing certificate (or its equivalent) from certificate, dated the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetapplicable Closing Date, duly executed by Holdings; (iian authorized officer of Buyer, certifying that the conditions to such Closing specified in Sections 7.3(a) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;and 7.3(b) have been fulfilled.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Shareholder shall deliver deliver, or cause to Holdings be delivered, to Buyer, the following: (i) certificates representing all stock certificates held by of the Sellers representing the outstanding Shares, accompanied by duly executed instruments of transfer, in form and substance reasonably satisfactory to the extent such Shares are certificated at the time of ClosingBuyer, for transfer to Buyer; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer corporate record books of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate written resignations of all directors of the Secretary (or equivalent officer) Company including positions of such directors as officers of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany; (iv) a certificate releases, executed by the Company in favor of the Secretary (resigning persons set out in Section 1.2(a)(iii), in form and substance satisfactory to such resigning persons and Buyer, pursuant to which the Company releases such resigning persons from all liabilities, obligations and claims relating to any event, occurrence or equivalent officer) of circumstance in connection with their service to the Target Company certifying occurring prior to the names and signatures of the officers of the Target Company authorized Closing, except with respect to sign this Agreementany fraud, the Ancillary Documents and the other documents to be delivered hereunder and thereunderbad faith or willful misconduct by any such resigning person; (v) a good standing certificate (releases, executed by the resigning persons set out in Section 1.2(a)(iii) in favor of the Company post-Closing, in form and substance satisfactory to such resigning persons and Buyer, pursuant to which each such resigning person, on behalf of itself and its heirs, personal representatives, successors and assigns, releases the Company from all liabilities, obligations and claims relating to any event, occurrence or circumstance occurring prior to the Closing, except with respect to any fraud, bad faith or willful misconduct by the Company or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedSubsidiaries; (vi) an escrow agreement in a form as may be mutually agreed by Shareholder and Buyer (the Consideration Spreadsheet contemplated in Section 2.6“Escrow Agreement”), executed by Shareholder; (vii) a certificate of the FIRPTA StatementChief Executive Officer of the Company, in a form as may be mutually agreed by Shareholder and Buyer, as to the authenticity and effectiveness of the actions of the sole Shareholder of the Company authorizing the transactions contemplated by each Transaction Document to which the Company or Shareholder is a party, to which certified copies of the Company’s Governing Documents, further certified by the Chief Operating Officer of the Company, are attached; (viii) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of 897(c) of the Code, which certificate shall be in compliance with the requirements set forth in Treasury Regulation Section 1.1445-2(c)(3)(i), along with the notifications required under Treasury Regulation Section 1.897-2(h)(2); (ix) the certificate to be delivered pursuant to Section 5.2(c); and (viiix) all other documents, instruments or writings required to be delivered to Buyer at or prior to the Closing pursuant to this Agreement and such other documents or certificates of authority and similar instruments as Holdings Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementrequests. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative be delivered, to Shareholder (or such other Person or, as may be specified herein) applicable, to third parties), the following:; (i) each a certificate of the Promissory Notes made payable Secretary of Buyer, in a form as may be mutually agreed by Shareholder and Buyer, as to the authenticity and effectiveness of the actions of the board of directors of Buyer authorizing the transactions contemplated by each Seller Transaction Document to which Buyer is a party, to which certified copies of Buyer’s certificate of incorporation and in bylaws, further certified by the principal amounts set forth in the Consideration SpreadsheetSecretary of Buyer, duly executed by Holdingsare attached; (ii) stock releases, executed by the Buyer, in favor of the resigning persons set out in Section 1.2(a)(iii), in form and substance satisfactory to such officers and directors and Buyer, pursuant to which the Buyer releases such resigning persons from all liabilities, obligations and claims relating to any event, occurrence or circumstance occurring prior to the Closing, except with respect to any fraud, bad faith or willful misconduct by the Company or its Subsidiaries; (iii) the Escrow Agreement, executed by Buyer and the Escrow Agent; (iv) the payments set forth in Section 1.3(d); (v) the certificate to be delivered pursuant to Section 5.3(c); and (vi) all other documents, instruments or writings required to be delivered to Shareholder at or prior to the Closing pursuant to this Agreement and such other certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, authority and similar instruments as shown in the Consideration Spreadsheet;Shareholder reasonably requests.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s articles of organization and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Members, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Target Company Member and in the principal amounts set forth in the Consideration Spreadsheet, Spreadsheet duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificates of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (v) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vii) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and, (2) resolutions of the Target Company Members approving the Merger and adopting this Agreement, and (3) the Target Company’s articles of organization and operating agreement, and all amendments thereto (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Members, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organization Documents, such documents are in full force and effect, and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Target Company Member and in the principal amounts set forth in the Consideration Spreadsheet, Spreadsheet duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Member in accordance with such SellerTarget Company Member’s Pro Rata Share, as shown in the Consideration Spreadsheet; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders or members, as applicable, of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (2) the certificates of incorporation and bylaws or equivalent documents, and all amendments thereto, of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws or equivalent documents, such documents are in full force and effect and no amendment to such documents has occurred since the date of the last amendment annexed thereto; (v) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vii) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Target Company shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iiiii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (2) resolutions of the Target Company Stockholders approving the Merger and adopting this Agreement, and (3) the certificate of incorporation and bylaws, and all amendments thereto including, without limitation, all documents filed with the Secretary of State of Delaware to effect the Unassumed Indebtedness Conversion (the “Target Organization Documents”), (b) with respect to the resolutions of the Target Company Board and Target Company Stockholder, all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the Target Organizational Documents, such documents are in full force and effect and that no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iviii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viv) the Consideration Spreadsheet contemplated in Section 2.62.16; (vi) the FIRPTA Statement; (vii) if applicable, the FIRPTA StatementPPP Escrow Agreement, duly executed by the Target Representative and the PPP Escrow Agent; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Target Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Target Company Stockholder in accordance with such SellerTarget Company Stockholder’s Pro Rata Share, as shown in the Consideration Spreadsheet; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying that (a) attached thereto are true and complete copies of (1) all resolutions adopted by the board of directors and consents of the stockholders of Holdings, AIRO Group and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (2) the certificate of incorporation and bylaws, and all amendments thereto of Holdings, AIRO Group and Merger Sub, (b) with respect to the resolutions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (c) with respect to the certificate of incorporation and bylaws, such documents are in full force and effect and that no amendment to such documents has occurred since the date of the last amendment annexed thereto; (iv) a certificate of the Secretary (or equivalent officer) of Holdings, AIRO Group and Merger Sub certifying the names and signatures of the officers of Holdings, AIRO Group and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) if applicable, the PPP Escrow Agreement, duly executed by Holdings; and (vi) such other documents or instruments as Target Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to Acquiror, a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) a certificateto Acquiror, dated the Closing Date and signed by a duly authorized officer written resignations of all of the Target Company, that each directors of the conditions set forth Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with the provisions of Section 8.2(a) and Section 8.2(b) have been satisfied2.6(a)), effective as of the Effective Time; (iii) a certificate to Acquiror, the Registration Rights Agreement, duly executed by the Company and each of the Secretary Company Stockholders (or equivalent officerand their Affiliates) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyparty thereto; (iv) a certificate to Acquiror, the Lock-Up Agreement, duly executed by each of the Secretary Key Holders listed in clause (or equivalent officera) of the Target Company certifying the names and signatures definition of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderKey Holders; (v) a good standing certificate (or its equivalent) from to Acquiror, evidence that the secretary of state or similar Governmental Authority Affiliate Agreements set forth on Section 6.3 of the jurisdiction under Company Disclosure Letter have been terminated or settled at or prior to the Laws in which Closing without further liability to Acquiror, the Target Company is organized;or any of the Company’s Subsidiaries; and (vi) to Acquiror, a certificate on behalf of the Consideration Spreadsheet contemplated Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 2.6; (vii897(c)(1)(A)(ii) of the FIRPTA Statement; and (viiiCode, a “United States real property interest” within the meaning of Section 897(c) such other documents or instruments as Holdings reasonably requests of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall Acquiror will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each of to the Promissory Notes made payable Exchange Agent, the Aggregate Merger Consideration for further distribution to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsCompany Stockholders pursuant to Section 3.2; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by A▇▇▇▇▇▇▇, the Sponsor and its Affiliates party thereto; (iv) to the Company, the Lock-Up Agreement, duly executed by each Seller of the Key Holders listed in clause (b) of the definition of Key Holders; and (v) to the Company, the written resignations of all of the directors and officers of A▇▇▇▇▇▇▇ and M▇▇▇▇▇ Sub (other than those Persons identified as the initial directors of Acquiror, in accordance with the provisions of Section 2.6(b) and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, or at such Sellerlater time as may be agreed by the Parties and the applicable third party recipient of the payment, the Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses as set forth on the written statement to be delivered to the Company pursuant to Section 8.7 and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to Acquiror pursuant to Section 8.7; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s Pro Rata Sharepayroll; provided, further, that Sponsor shall pay, or cause its Affiliates (other than Acquiror) to pay, on the Closing Date, concurrently with the Effective Time, or at such later time as shown may be agreed by Sponsor and the applicable third party recipient of the payment, all accrued and unpaid Acquiror Transaction Expenses that exceed the Acquiror Expense Cap in accordance with the Consideration Spreadsheet;terms of the Sponsor Support Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered the followingfollowing items to each Investor, against payment by such Investor of its Consideration as set forth in Schedule B: (i) all stock certificates held by the Sellers a duly issued share certificate representing the Shares, Purchase Shares purchased by such Investor pursuant to the extent such Shares are certificated at the time of ClosingSection 2.2(a); (ii) a certificate, compliance certificate dated as of the Closing Date and signed by a duly authorized officer representative of each member of the Target Company, Company Group and by the Founder certifying that each of all the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5 have been satisfiedfulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; (iii) counterparts of each Transaction Document to which any Warrantor is a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted party, duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyWarrantor; (iv) a certificate copies of the Secretary (or equivalent officer) directors’ resolutions and/or shareholders’ resolutions of the Target Company certifying the names and signatures other members of the officers Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Target Purchase Shares to such Investor, (B) the issue of new share certificates in respect of the Purchase Shares to such Investor, and (C) the execution of the Transaction Documents to which such member of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderGroup is a party; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the jurisdiction Board of Directors and/or the Shareholders of the Company and shall have become and remain effective under the Laws in which of the Target Company is organizedCayman Islands; (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) register of members and register of directors of the FIRPTA StatementCompany as of the Closing Date certified by a director of the Company as true copies updated to show such Investor as the holder of the number of Purchase Shares to be purchased at Closing and the Series E Director nominated by Ctrip as a director of the Company at Closing; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate a copy of the transactions contemplated by this AgreementWarrantors’ Disclosure Schedule (the “Disclosure Schedule”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingeach Investor shall: (i) each of pay to an account, specified by the Promissory Notes made payable Company to each Seller and such Investor at least five (5) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the Consideration set forth opposite its name in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;third column of Schedule B hereto; and (ii) stock certificates representing the portion deliver or cause to be delivered executed counterparts of Holdings Equity allocated each Transaction Document to each Seller in accordance with which such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Investor is a party.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Buyer shall deliver to Holdings have received the following: : (i) all stock certificates held a b▇▇▇ of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “B▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by the Sellers representing Seller; (ii) an Intellectual Property assignment agreement substantially in the Sharesform attached hereto as Exhibit D (the “IP Assignment Agreement”), duly executed by the Seller; (iii) an Intellectual Property assignment agreement in a form reasonably acceptable to the Buyer, duly executed by the Seller and Comex Consulting, S.L.; (iv) an Intellectual Property assignment agreement in a form reasonably acceptable to the Buyer, duly executed by the Seller and the Owner; (v) an escrow agreement substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by the Seller and the Escrow Agent; (vi) copies of all consents, approvals, waivers, and authorizations set forth in Section 3.04 of the Disclosure Schedules; (vii) to the extent such Shares are certificated at applicable, duly executed payoff letters, UCC-3 termination statements, or other documents necessary to evidence the time termination of Closing; all Liens in respect of the Purchased Assets; (iiviii) a certificate of non-foreign status, from the Seller, that complies with Treasury Regulation Section 1.1445-2(b)(2); (ix) the consulting agreement substantially in the form attached hereto as Exhibit F (the “Consulting Agreement”), duly executed by Comex Consulting, S.L.; (x) a personal goodwill sale agreement substantially in the form attached hereto as Exhibit G, duly executed by the Owner; (xi) a certificate, dated the Closing Date and signed duly executed by a duly authorized an executive officer of the Target CompanySeller, certifying that the Seller has complied with each of the conditions set forth in Section 8.2(a6.02(a) and Section 8.2(b6.02(b); (xii) have been satisfied; (iii) a certificate of duly executed sole source letters from the Secretary (or equivalent officerPersons set forth on Section 6.02(c)(xii) of the Target Company certifying that Disclosure Schedules; (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivxiii) a certificate of joinder agreement to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Preferred Financing Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and substantially in the principal amounts set forth in the Consideration Spreadsheetform attached hereto as Exhibit H, duly executed by Holdings; the Seller; (iixiv) stock fully executed and valid state resale certificates representing for the portion State of Holdings Equity allocated New Jersey and the State of California; and (xv) such other customary instruments of transfer, assumption, filings, or documents, in form and substance reasonably satisfactory to each Seller in accordance with such Seller’s Pro Rata Sharethe Buyer, as shown in the Consideration Spreadsheet;may be required to give effect to this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Buyer will make the payments specified in Section 1.3 and will deliver, or cause to Holdings be delivered, to the followingSeller, as applicable: (i) all stock certificates held the officer’s certificate contemplated by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSection 6.3(c); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer counterparts of the Target Company, that each of Escrow Agreement duly executed by the conditions set forth in Section 8.2(a) Buyer and Section 8.2(b) have been satisfiedthe Escrow Agent; (iii) a certificate counterpart of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Transition Services Agreement duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyBuyer; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings may be required by any other provision of this Agreement or as may reasonably requests and are reasonably necessary be required to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver Seller will deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to the followingBuyer: (i) each of duly executed assignment documents conveying the Promissory Notes made payable Shares to each Seller and the Buyer, in the principal amounts set forth in the Consideration Spreadsheet, duly executed form reasonably required by HoldingsBuyer; (ii) stock the certificates representing contemplated by Section 6.2(c); (iii) a certificate of an officer of the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown Company in the Consideration Spreadsheetform the Buyer has previously approved and respecting, and to which is attached, (A) the Organizational Documents of the Company and each of the other Company and (B) the resolutions of the board of directors of the Seller respecting the Transaction Documents to which the Company is a party and the transactions this Agreement contemplates; (iv) a counterpart of the Escrow Agreement duly executed by the Seller; (v) a counterpart of the Transition Services Agreement duly executed by the Seller; (vi) resignation letters from the individuals listed on Section 1.6(b)(v) of the Seller Disclosure Letter (the “Resigning Directors”) from their positions as directors or officers of any Acquired Entity; (vii) releases, in forms reasonably acceptable to Buyer, of any Liens held by PNC Bank, National Association, in connection with the Credit Facility, and any other Liens, other than Permitted Liens, on the Shares or the assets of the Acquired Entities; (viii) counterparts of the Terpene Supply Agreement and Citrusburst Supply Agreement duly executed by Flotek Chemistry, LLC and the Company; (ix) good standing certificates for each Acquired Entity issued as of a date not more than five business days prior to the Closing Date by the Secretary of State of the State of Delaware; (x) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in form reasonably acceptable to Buyer, that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; and (xi) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by S▇▇▇▇▇, transferring the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingAssets Buyer; (ii) a certificatecertificate of the Secretary (or equivalent officer) of Seller certifying as to the resolutions of the board of directors and the stockholders of Seller, dated which authorize the execution, delivery and performance of this Agreement, the Bill of Sale and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing Date (collectively, the “Transaction Documents”) and signed by a duly authorized officer the consummation of the Target Companytransactions contemplated hereby and thereby; (iii) such other customary instruments of transfer or assumption, that each of filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the conditions set forth in Section 8.2(atransactions contemplated by this Agreement; and (b) and Section 8.2(bAt the Closing, Buyer shall deliver to Seller the following: (i) the Note Cancellation Agreement; (ii) a UCC termination statement D▇▇▇▇▇▇▇▇ which shall have been satisfiedfiled with the Texas Secretary of State, as to Bitech and Seller; (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board authorizing board of directors of Buyer, which authorize the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderTransaction Documents; (viv) a good standing certificate (or its equivalent) from the secretary copies of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharebank statements since January 1, 2021 as shown in it relates to the Consideration Spreadsheet;Business.

Closing Deliverables. (a) At or prior On the terms and subject to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents closing of all Backstop Commitments, the Rights Offering, the PIPE Transaction and the Debt Conversion (collectively, the “Closing”) shall occur remotely via electronic exchange of required Closing documentation concurrently on the third (3rd) Business Day following the later of (i) the issuance by the Company of all Subscription Notices (with copy to the Lien Purchasers) and (ii) the date that all of the conditions to the Closing set forth in Section 10 of this Agreement have been satisfied or, to the extent permitted by applicable law, waived (other documents than those conditions that by their nature are to be delivered hereunder satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such place, time, and thereunder; date as shall be agreed between the Company and the Investor (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in date on which the Target Company is organized; (vi) Closing occurs, the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement“Closing Date”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: Closing (i) each Backstop Purchaser shall deliver to the Company its Backstop Purchase Price in respect of the Promissory Notes made payable to each Seller and in the principal amounts its Backstop Acquired Shares as set forth in the Consideration Spreadsheetapplicable Subscription Notice, duly executed by Holdings; (ii) stock certificates representing Investor shall deliver to the Company the Investor PIPE Purchase Price, and (iii) Vital shall deliver to the Company, the Vital PIPE Purchase Price, in each case of (i), (ii) and (iii), by wire transfer in immediately available funds to the account designated by the Company in writing at least two (2) Business Days prior to the Closing Date. Additionally, at the Closing, the Company shall deliver (i) to each Backstop Purchaser, its Backstop Acquired Shares, (ii) to Investor, its PIPE Shares, (iii) to Vital, its PIPE Shares, and (iv) to each Lien Purchaser, its portion (determined based on each Lien Purchaser’s pro rata portion of Holdings Equity allocated the Rollover Debt Amount) of the Rollover Shares, in each case of (i), (ii), (iii) and (iv), in book-entry form, free and clear of all liens, other than liens arising by reason of the transactions contemplated by this Agreement under applicable federal or state laws, to the account of each Seller Purchaser designated by such Purchaser in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;writing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered the followingfollowing items to each Investor, against payment by such Investor of its Consideration as set forth in Schedule B: (i) all stock certificates held by the Sellers a duly issued share certificate representing the Shares, Purchase Shares purchased by such Investor pursuant to the extent such Shares are certificated at the time of ClosingSection 2.2(a); (ii) a certificate, compliance certificate dated as of the Closing Date and signed by a duly authorized officer representative of each member of the Target Company, Company Group and by the Founder certifying that each of all the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5 have been satisfiedfulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance counterparts of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyto which any Warrantor is a party, and (b) duly executed by such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyWarrantor; (iv) a certificate copies of the Secretary (or equivalent officer) directors’ resolutions and/or shareholders’ resolutions of the Target Company certifying the names and signatures other members of the officers Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Target Purchase Shares to such Investor, (B) the issue of new share certificates in respect of the Purchase Shares to such Investor, and (C) the execution of this Agreement to which such member of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderGroup is a party; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the jurisdiction Board of Directors and/or the Shareholders of the Company and shall have become and remain effective under the Laws in which of the Target Company is organizedCayman Islands; (vi) copies of the Consideration Spreadsheet contemplated in Section 2.6; (vii) register of members of the FIRPTA StatementCompany as of the Closing Date certified by a director of the Company as true copies updated to show such Investor as the holder of the number of Purchase Shares to be purchased at Closing ; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate a copy of the transactions contemplated by this AgreementWarrantors’ Disclosure Schedule (the “Disclosure Schedule”). (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the followingeach Investor shall: (i) each of pay to an account, specified by the Promissory Notes made payable Company to each Seller and such Investor at least five (5) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the Consideration set forth opposite its name in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;third column of Schedule B hereto; and (ii) stock certificates representing the portion deliver or cause to be delivered executed counterparts of Holdings Equity allocated this Agreement to each Seller in accordance with which such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Investor is a party.

Closing Deliverables. (a) At or prior to the Closing, each Contributor shall deliver, or cause to be delivered, to the Seller Representative shall deliver Operating Partnership all documents necessary or appropriate to Holdings consummate the Closing, including the following, all in form and substance reasonably acceptable to the Operating Partnership: (i) an Assignment and Assumption Agreement in substantially the form set forth in Exhibit F attached hereto transferring all stock certificates held by the Sellers representing the Sharesof such Contributor’s right, title and interest in and to each Initial Property Owner to the extent such Shares are certificated at Operating Partnership or the time of ClosingREIT, as applicable (“Assignment and Assumption Agreement”); (ii) a certificateA certificate from such Contributor certifying to the Operating Partnership (i) the accuracy of such Contributor’s representations and warranties made by Contributor hereunder, dated and (ii) the Closing Date accuracy and signed by a duly authorized officer current enforceability of the Target Company, that each organizational documents for the applicable Initial Property Owner and (iii) the absence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedany Fund Material Adverse Effect; (iii) a certificate all documents and instruments, if any, necessary to reflect the change in the general partner and limited partners of the Secretary (or equivalent officer) each Initial Property Owner in its state of the Target Company certifying that (a) attached thereto are true formation and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are each state in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebywhich an Initial Property Owner is qualified; (iv) an affidavit certifying that such Contributor is not a certificate “foreign person,” as that term is defined by Section 1445 of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCode; (v) all documents required by a good standing certificate (lender in connection with the assumption or its equivalent) from the secretary prepayment of state any existing loan at or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedprior to Closing, duly executed by each applicable party; (vi) a duly executed copy of the Consideration Spreadsheet contemplated in Section 2.6;A&R OP Agreement; and (vii) the FIRPTA Statement; and (viii) such any other documents reasonably requested by the Operating Partnership or instruments as Holdings reasonably requests and are reasonably necessary or desirable to consummate assign, transfer, convey, contribute and deliver the Ownership Interests, free and clear of all Liens (other than Permitted Liens) and to effectuate the transactions contemplated by this Agreementhereby. (b) At or prior to the Closing, Holdings the Operating Partnership or the REIT, as applicable shall deliver deliver, or cause to Seller Representative (be delivered, to each Contributor all documents necessary or such other Person as may be specified herein) appropriate to consummate the Closing, including the following, all in form and substance reasonably acceptable to each Contributor: (i) each of the Promissory Notes made payable to each Seller an Assignment and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsAssumption Agreement; (ii) stock certificates representing the portion Minority Interest Consideration due to SCLP pursuant to Section 1.02 hereof; (iii) the Sub 1 Consideration due to Sub 1 pursuant to Section 1.02 hereof; (iv) the Sub 2 Consideration due to Sub 2 pursuant to Section 1.02 hereof; (v) the SCGP Consideration due to SCGP pursuant to Section 1.02 hereof; (vi) a duly executed copy of Holdings Equity allocated the A&R OP Agreement; and (vii) any other documents reasonably requested by any Contributor as may be reasonably necessary or proper to each Seller in accordance with such Seller’s Pro Rata Share, as shown in effectuate the Consideration Spreadsheet;transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered to OmniLit: (i) all stock certificates held a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”); (ii) a certificate, dated evidence reasonably satisfactory to the Closing Date and signed by a duly authorized officer of OmniLit that the Target Company, that each of the conditions requirements set forth in Section 8.2(a) and Section 8.2(b) 3.4 have been satisfiedfulfilled; (iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iv) a certificate of the Secretary (or equivalent officer) secretary of the Target Company certifying that (a) attached thereto are true the resolutions of the board of directors of the Company approving and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the its Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby, thereby (together with an incumbency and (bsignature certificate regarding the officer(s) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate signing on behalf of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderCompany); (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of Registration Rights Agreement, duly executed by the jurisdiction under Major Company Stockholders who have elected to execute the Laws in which the Target Company is organizedRegistration Rights Agreement; (vi) the Consideration Spreadsheet contemplated in Section 2.6;Sponsor Support Agreement, duly executed by an officer of the Company; and (vii) a Certificate of Good Standing for the FIRPTA Statement; andCompany from the Secretary of State of the State of Delaware; (viii) such other documents a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or instruments as Holdings reasonably requests has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall OmniLit will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Promissory Notes made payable Aggregate Merger Consideration to each Seller and in be paid to holders of Company Common Stock for further distribution to the principal amounts set forth in Company’s stockholders pursuant to Section 3.2, provided, that, for the Consideration Spreadsheetavoidance of doubt, duly executed by Holdingssuch shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated OmniLit, dated the Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”); (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor; (iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and (v) to the Company, the written resignations of all of the directors and officers of O▇▇▇▇▇▇ and M▇▇▇▇▇ Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior to the Escrow Closing, the Seller Representative Partnership shall deliver to Holdings Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, general partner of the Partnership that each of the conditions set forth in Section 8.2(a8.02(a) and Section 8.2(b8.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying that (a1) attached thereto are true and complete copies of all resolutions adopted by the Target Company Matrix Board authorizing the execution, delivery and performance of this Agreement by Matrix, as general partner of the Partnership, and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, (2) that each of the Partners has executed and therebydelivered the Requisite Partners’ Consent, that all resolutions of the Matrix Board and (b) such resolutions all authorizations provided by each Partner in connection with the Requisite Partners’ Consent are in full force and effect without modification or amendment; (iii) a partnership certificate representing all of the outstanding MI LP Interests and are all properly executed and completed Letters of Transmittal with respect thereto, in the resolutions adopted in connection with form attached to Exhibit D (“Letters of Transmittal”), shall be delivered by the transactions Partners to the Escrow Agent. In addition, the Partners shall execute and deliver to Royale, and shall cause the Partnership to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Partnership or its Partners at the Closing as contemplated hereby or as may be reasonably requested by the Parent and thereby;shall deliver or cause to be delivered the documents and evidence required under this Agreement. (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying the names and signatures of the officers of the Target Company general partner authorized to sign this Agreement, the Ancillary Partnership Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Partnership is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6351 Plan; (vii) certificates of non-foreign status delivered by each Partner of the FIRPTA StatementPartnership under Section 1445 of the IRC; and (viii) such other documents or instruments as Holdings Royale reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Royale shall deliver to Seller Representative the Partnership (or such other Person as may be specified herein) the following: (i) each of instructions to Royale’s transfer agent to issue and deliver to the Promissory Notes made payable Partners the Exchange Consideration to each Seller and be issued as provided in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsARTICLE II; (ii) stock instructions to Royale’s transfer agent to issue and deliver to the holders of Matrix Preferred Interests the Preferred Exchange Consideration; (iii) evidence that the Matrix Senior Indebtedness shall have been assumed by Parent or paid off as of the Closing Date in accordance with Section 6.17; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of each Royale Party, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Royale Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and signatures of the officers of the Royale Parties authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors); (viii) the Section 351 Plan; (ix) employment agreements executed by Parent and each of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇, S▇▇▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇, J▇▇ ▇▇▇▇▇▇▇▇ and J▇▇ Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates representing or other evidence reasonably satisfactory to the portion Partnership confirming that none of Holdings Equity allocated the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a “foreign person” within the meaning of Treasury Regulation § 1445-2(b); and (xi) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each Seller Party entitled to satisfaction thereof, and(ii) each of the deliveries required by Section 8.04(a) and Section 8.04(b) have been made in accordance with such Seller’s Pro Rata Sharerequirements, as shown Royale and the Partnership shall provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and partnership certificates held in the Consideration Spreadsheet;escrow by Escrow Agent pursuant to this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Shareholders shall deliver the following to Holdings the followingPurchaser: (i) all stock certificates held a certificate, in form and substance reasonably satisfactory to the Purchaser, signed by the Sellers representing secretary of the SharesCompany, dated the Closing Date, certifying as to (i) the extent such Shares are certificated at organizational documents of the time Company as in effect on the Closing Date; and (ii) certificates of Closinggood standing of the Company from the Secretary of State of the States of Delaware and Florida as of a recent date; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth Consents identified in Section 8.2(a) and Section 8.2(b) have been satisfiedPart 2.22 of the Company Disclosure Schedule; (iii) a certificate certificate, executed by each of the Secretary Shareholders (or equivalent officerthe "Shareholder Closing Certificate"), setting forth that the conditions in Sections 5.1(a) and 5.1(b) have been met; (iv) board resolutions of the Target Company certifying that evidencing the election of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the board of directors of the Company; (av) the Shareholder Stock Certificates and Stock Assignments; (vi) the rescission agreement, in the form attached thereto are true and complete copies hereto as Exhibit E, executed by each of all resolutions adopted the Shareholders (the "Rescission Agreement"); (vii) the Letter Agreement executed by the Target Company Board authorizing and STIC; (viii) the executionagreements evidencing the ISx Debt executed by the parties thereto in the forms attached hereto as Exhibit F, delivery and performance which agreements shall include an amendment to the UCC-1 financing statement that is currently on file for the benefit of this Agreement and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partners, L.P. with the Ancillary Documents and Company listed as the consummation debtor to conform the description of the transactions contemplated hereby collateral and therebyother terms and obligations to the terms of the ISx Debt and to assign ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as agent for the lenders pursuant to the terms of the ISx Debt; (ix) Purchaser's form of Second Amended and Restated Investor Rights Agreement, executed by each of the Shareholders and Messrs. Downs and ▇▇▇▇▇ (b) such resolutions are in full force the case of Messrs. Downs and effect and are all ▇▇▇▇▇, with respect to the resolutions adopted underlying shares of stock issuable upon exercise of the warrants being issued to them in connection with the transactions contemplated hereby and therebyby this Agreement); (ivx) a certificate of the Secretary (or equivalent officer) of working capital facility letter, in the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementform attached hereto as Exhibit G, executed by STIC, the Ancillary Documents Company and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementPurchaser; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified hereinxi) the following: (i) each of the Promissory Notes made payable to each Seller and M&A letter agreement, in the principal amounts set forth in the Consideration Spreadsheetform attached hereto as Exhibit H, duly executed by Holdings; (ii) stock certificates representing ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ventures, Inc., STIC, the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Company and Purchaser.

Closing Deliverables. (a) At or prior to the Escrow Closing, the Seller Representative Partnership shall deliver to Holdings Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, general partner of the Partnership that each of the conditions set forth in Section 8.2(a8.02(a) and Section 8.2(b8.02(b) have been satisfied; (iiiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying that (a1) attached thereto are true and complete copies of all resolutions adopted by the Target Company Matrix Board authorizing the execution, delivery and performance of this Agreement by Matrix, as general partner of the Partnership, and the Ancillary Documents and the consummation of the transactions contemplated hereby hereby, (2) that each of the Partners has executed and therebydelivered the Requisite Partners’ Consent, that all resolutions of the Matrix Board and (b) such resolutions all authorizations provided by each Partner in connection with the Requisite Partners’ Consent are in full force and effect without modification or amendment; (iii) a partnership certificate representing all of the outstanding MI LP Interests and are all properly executed and completed Letters of Transmittal with respect thereto, in the resolutions adopted in connection with form attached to Exhibit D (“Letters of Transmittal”), shall be delivered by the transactions Partners to the Escrow Agent. In addition, the Partners shall execute and deliver to Royale, and shall cause the Partnership to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Partnership or its Partners at the Closing as contemplated hereby or as may be reasonably requested by the Parent and thereby;shall deliver or cause to be delivered the documents and evidence required under this Agreement. (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company general partner of the Partnership certifying the names and signatures of the officers of the Target Company general partner authorized to sign this Agreement, the Ancillary Partnership Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company Partnership is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6351 Plan; (vii) certificates of non-foreign status delivered by each Partner of the FIRPTA StatementPartnership under Section 1445 of the IRC; and (viii) such other documents or instruments as Holdings Royale reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Royale shall deliver to Seller Representative the Partnership (or such other Person as may be specified herein) the following: (i) each of instructions to Royale’s transfer agent to issue and deliver to the Promissory Notes made payable Partners the Exchange Consideration to each Seller and be issued as provided in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsARTICLE II; (ii) stock instructions to Royale’s transfer agent to issue and deliver to the holders of convertible debt of Matrix the Debt Exchange Consideration; (iii) evidence that the Matrix Senior Indebtedness shall have been assumed by Parent or paid off as of the Closing Date in accordance with Section 6.17; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of each Royale Party, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Royale Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and signatures of the officers of the Royale Parties authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors); (viii) the Section 351 Plan; (ix) employment agreements executed by Parent and each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates representing or other evidence reasonably satisfactory to the portion Partnership confirming that none of Holdings Equity allocated the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a “foreign person” within the meaning of Treasury Regulation § 1445-2(b); and (xi) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Closing, provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each Seller Party entitled to satisfaction thereof, and(ii) each of the deliveries required by Section 8.04(a) and Section 8.04(b) have been made in accordance with such Seller’s Pro Rata Sharerequirements, as shown Royale and the Partnership shall provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and partnership certificates held in escrow by Escrow Agent pursuant to the Consideration Spreadsheet;Escrow Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Caesars Parties shall deliver deliver, or cause to Holdings the followingbe delivered, to CAC and Growth Partners: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by a duly authorized an executive officer of the Target Companyeach Caesars Party, stating that each of the conditions set forth specified in Section 8.2(a10.3(a) and Section 8.2(b10.3(b) have been satisfied; (ii) the Management Services Agreement; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySettlement Agreement; (iv) a certificate the other Ancillary Agreements intended to be executed at or in connection with the Closing to which any of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCaesars Parties is a party, the Ancillary Documents and the other documents to be delivered hereunder and thereunderduly executed by such Person, as applicable; (v) a good standing duly executed certificate (from each of HIE Holdings and CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and substance reasonably acceptable to CAC and Growth Partners and on the basis of which Growth Partners shall not be required to deduct or its equivalent) from the secretary of state or similar Governmental Authority withhold any amounts under Section 1445 of the jurisdiction under the Laws in which the Target Company is organizedCode from any amounts payable pursuant to this Agreement; (vi) fee stream agreements in respect of the Consideration Spreadsheet contemplated Baltimore Fee Stream and the PH Fee Stream, each in Section 2.6a form reasonably acceptable to CAC; (vii1) certificates evidencing the FIRPTA StatementCIE Shares, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (2) to the extent such Transferred Asset is not a Deferred Asset, confirmations of book-entry transfer with respect to the PHWLV Equity and the CBIC Equity; (viii) evidence of registration of the transfer of the CEOC Notes to Growth Partners in accordance with the respective indentures; and (viiiix) such other documents or appropriately executed instruments as Holdings reasonably requests of sale, assignment, transfer and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person conveyance as may be specified herein) necessary to evidence and effect the following: (i) each transfer of the Promissory Notes made payable Transferred Assets to each Seller and Growth Partners or its designees, in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated a form reasonably acceptable to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;CAC.

Closing Deliverables. (a) At In addition to any other documents to be delivered or prior actions to be taken under other provisions of this Agreement, at the Closing, the Seller Representative Parties shall deliver to Holdings the followingBuyer: (ia) all stock certificates held by the Sellers representing the Shares, One or more executed bills of sale in form and substance reasonably satisfactory to the extent such Shares are certificated at Buyer transferring to the time of ClosingBuyer all tangible assets included in the Acquired Assets; (iib) a certificate, dated the Closing Date and signed by a duly authorized officer In respect of the Target CompanyAcquired Assets, that each such documents as Buyer may reasonably require to effect the transfer to the Buyer of the conditions set forth in Section 8.2(a) Seller Parties’ interests therein free and Section 8.2(b) have been satisfiedclear of all Liens, other than Liens arising as a result of any action taken by any Buyer or any of its Affiliates; (iiic) a certificate Counterparts of all Related Agreements executed by the parties thereto, as applicable; (d) Certified copies of the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true managers and complete copies the members of all resolutions adopted by the Target Company Board Seller Parties authorizing the execution, delivery delivery, and performance of this Agreement and by the Ancillary Documents Seller Parties and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyprovided for herein; (ive) a certificate An executed assignment and assumption of the Secretary (or equivalent officer) of Seller Parties Intellectual Property Rights, in form and substance reasonably acceptable to the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderBuyer; (vf) a good standing certificate (or its equivalent) from A receipt for the secretary of state or similar Governmental Authority cash portion of the jurisdiction under Initial Purchase Price received in accordance with the Laws instructions of the Seller Parties and an acknowledgement of the issuance of the Closing Shares in which the Target Company is organizedSeller’s name when delivered to the Buyer to be held in accordance with the Pledge Agreement; (vig) A non-foreign affidavit dated as of the Consideration Spreadsheet contemplated Closing Date, sworn under penalty of perjury and in Section 2.6; (vii) the FIRPTA Statementform required under treasury regulations issued pursuant to Code §1445 stating that no Seller Party is a foreign person as defined in Code §1445; and (viiih) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate Certificates of the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative Secretaries of State (or such other Person applicable office) in each jurisdiction in which the Seller Parties are organized, dated as may be specified herein) the following: (i) each of the Promissory Notes made payable Closing Date (or as close thereto as reasonably practicable), certifying as to each Seller the good standing (to the extent such concept is recognized in such jurisdiction) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion non-delinquent status of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;entities.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Securities in the name of the Purchasers by book-entry statement from the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany’s transfer agent; (ii) a certificatelegal opinion of Company Counsel, dated as of the Closing Date and signed in form and substance reasonably satisfactory to the Purchasers, executed by a duly authorized officer of such counsel and addressed to the Target Company, that each of Purchasers and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPlacement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the Securities set forth opposite the name of each Purchaser on Annex A, registered in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions); (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Securities and the Conversion Shares; (vi) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (the “Secretary’s Certificate”), dated as of the Closing Date, (a) attached thereto are true and complete copies of all certifying the resolutions adopted by the Target Board of Directors of the Company Board authorizing or a duly authorized committee thereof approving the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary other Transaction Documents and the consummation issuance of the transactions contemplated hereby Securities and therebythe Conversion Shares, and (b) such resolutions are in full force and effect and are all certifying the resolutions adopted in connection with current versions of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) incorporation, as amended, and bylaws of the Target Company and (c) certifying as to the names signatures and signatures authority of persons signing the Transaction Documents and related documents on behalf of the officers of Company, in substantially the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6form attached hereto as Exhibit C; (vii) the FIRPTA StatementCompliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; and (viiiix) such other documents a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or instruments comparable office) of each jurisdiction in which the Company is qualified to do business as Holdings reasonably requests and are reasonably necessary to consummate a foreign corporation, as of a date within three (3) Business Days of the transactions contemplated by this AgreementClosing Date. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing its Subscription Amount, in United States dollars and in immediately available funds; and (iii) the portion of Holdings Equity allocated to each Seller in accordance with Registration Rights Agreement, duly executed by such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Purchaser.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered to Acquiror: (i) all stock certificates held a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a), 9.2(b) and 9.2(c) have been satisfied; (ii) the written resignations of all of the directors of the Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) the Registration Rights Agreement, duly executed by the Company and each of the stockholders set forth Section 2.4(a)(iii) of the Company Disclosure Letter; (iv) the Lock-Up Agreements, duly executed by the Lock-Up Stockholders, in accordance with Section 6.7; (v) evidence that the Partial-Recourse Promissory Note shall have been repaid in full, cancelled or otherwise extinguished; (vi) a certificatecertificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); and (vii) the Key Employee Employment Agreements, duly executed by the Key Employees, in accordance with Section 6.8. (b) At the Closing, Acquiror will deliver or cause to be delivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date Date, certifying that, to the knowledge and signed by a duly authorized officer belief of the Target Companysuch officer, that each of the conditions set forth specified in Section 8.2(a9.3(a) and Section 8.2(b9.3(b) have been satisfied; (iii) a certificate of to the Secretary (or equivalent officer) of Company, the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Registration Rights Agreement, duly executed by the Target Company Board authorizing the execution, delivery and performance of this Agreement Acquiror and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySponsor; (iv) a certificate of to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Lock-Up Agreements, duly executed by Acquiror; and (v) a good standing certificate (or its equivalent) from to the secretary Company, the written resignations of state or similar Governmental Authority all of the jurisdiction under directors and officers of Acquiror (other than those Persons identified as the Laws initial directors and officers, respectively, of Acquiror after the Effective Time, in which accordance with the Target Company is organized; (vi) provisions of Section 2.6 and Section 7.6), effective as of the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementEffective Time. (bc) At On the ClosingClosing Date, Holdings concurrently with the Effective Time, Acquiror shall deliver pay or cause to Seller Representative (or such other Person as may be specified herein) the following: paid by wire transfer of immediately available funds, (i) each all accrued reasonable and documented transaction expenses of the Promissory Notes made payable Acquiror, including transaction expenses incurred by Acquiror’s Affiliates on Acquiror’s behalf (including any HSR filing fees and any outstanding amounts under any Working Capital Loans, such Working Capital Loans not to each Seller and exceed $1,000,000 in the principal amounts aggregate) as set forth in on a written statement to be delivered to the Consideration Spreadsheet, duly executed by Holdings; Company not less than two (2) Business Days prior to the Closing Date and (ii) stock certificates representing all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the portion Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of Holdings Equity allocated the Company or any of its Subsidiaries shall be paid to each Seller in accordance with the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior to the Closing, the Parent and Seller Representative shall deliver have delivered or cause to Holdings the followingbe delivered to Purchaser: (i) all stock certificates held the Ancillary Agreements, duly executed by the Sellers representing the SharesParent, to the extent such Shares are certificated at the time of ClosingSeller and their applicable Affiliates (as applicable); (ii) a certificatethe Assignment and Assumption Agreement in the form of Exhibit B attached hereto (the “Assignment and Assumption Agreement”), dated the Closing Date Date, and signed appropriately completed and duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) Seller and Section 8.2(b) have been satisfiedits applicable Affiliates; (iii) a certificate of the Secretary (or equivalent officer) of Accountholder Master File, the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement Accountholder List and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyAccount Documentation; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementfinancing statements, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;prepared by Purchaser, as described in Section 5.01(b); and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;Securitization Transfer Agreement, duly executed; and (vi) the Consideration Spreadsheet contemplated in Section 2.6;items specified on Schedule 3.2(a)(vi). (vii) an affidavit stating, under penalty of perjury, Seller’s United States taxpayer identification number and that Seller is not a foreign person, pursuant to Section 1445(b)(2) of the FIRPTA Statement; andCode, substantially in the form of Exhibit C; (viii) such other documents or instruments as Holdings reasonably requests a certificate, signed by a senior officer of Parent and are reasonably necessary a senior officer of Seller and dated the Closing Date, to consummate the transactions contemplated by this Agreementeffect that that the conditions specified in Sections 6.2(a) and (b) have been satisfied. (b) At the Closing, Holdings Purchaser shall deliver have delivered or caused to Seller Representative (or such other Person as may be specified herein) the followingdelivered to Seller: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetAncillary Agreements, duly executed by HoldingsPurchaser and its applicable Affiliates (as applicable); (ii) stock the Assignment and Assumption Agreement, dated the Closing Date, and appropriately completed and duly executed by Seller and its applicable Affiliates; (iii) the Securitization Transfer Agreement, duly executed by Purchaser and its applicable Affiliates; (iv) a certificate, signed by a senior officer of Purchaser and dated the Closing Date, to the effect that that the conditions specified in Sections 6.1(a), (b) and (f) have been satisfied. (c) Each of Purchaser and Seller shall, at or prior to the Closing Date, execute and deliver all such additional instruments, documents or certificates representing as may be reasonably requested by the portion other party for the consummation at the Closing of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Party B shall deliver to Holdings Party A each of the following: (a) a certificate of MMTEC, Inc. confirming that (i) it has performed and complied with, in all stock certificates held material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Sellers representing the SharesClosing Date, to the extent such Shares are certificated at the time of Closing; (ii) a certificateeach of the representations and warranties made by MMTEC, dated Inc. in this Agreement is complete, true and accurate and not misleading as at the date of this Agreement and as at the Closing Date as though restated on and signed by a duly authorized officer of as at the Target CompanyClosing Date with respect to facts, that events and circumstances existing as at such date; and (iii) each of the conditions set forth in Section 8.2(a) and Section 8.2(b) Article 3.4 to be performed by it have been satisfiedsatisfied (other than those conditions that have been waived in writing by Party A); (iiib) a certificate of Burgeon Capital, Inc confirming that (i) it has performed and complied with, in all material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Secretary Closing Date, (ii) each of the representations and warranties made by Burgeon Capital, Inc in this Agreement is complete, true and accurate and not misleading as at the date of this Agreement and as at the Closing Date as though restated on and as at the Closing Date with respect to facts, events and circumstances existing as at such date; and (iii) each of the conditions set forth in Article 3.4 to be performed by it have been satisfied (other than those conditions that have been waived in writing by Party A); (c) duly executed instruments of transfers in respect of all of the Purchased Shares in favor of Party A (or equivalent such person as Party A may nominate); (d) copies of the duly executed share certificates representing the Purchased Shares registered in the name of Party A (or such person as Party A may nominate); (e) a certified copy of the shareholder register of the Target Company, showing that the equity proportion registered by Party A in the Target Company is 100%, there is no Encumbrance on the equity of the Target Company, and the cancellation of the Purchased Shares registered in the name of the relevant Original Shareholders, and the registration of the Purchased Shares in the name of Party A (or such person as Party A may nominate); (f) letters of resignation in the agreed form of each of the directors and officers of the Target Company, other than the officers set out in Schedule 2 (the “Retained Management”), from his/her office as a director and/or an officer, including a waiver of all claims against the Target Company. (g) the resolutions duly and validly adopted by the board of directors and the shareholders of the Target Company certifying that they have approved and authorized the closing of the Transactions and agreed to the investment and share transfer provided hereunder; the adoption of the amended articles of association; and the new composition of the board of directors; and (ah) attached thereto are duly executed copies of this Agreement, the amended articles of association and such other ancillary documents as Party A may deem to be necessary to complete the Closing. At Closing, Party A shall deliver to Party B: (i) The Notes duly executed by Party A; (j) such other documents, certificates, or instruments necessary to perfect Party B’s security interests in the issued and outstanding equity of the Target Company and the assets of the Target Company and its subsidiaries; (k) a certificate of Party A confirming that (i) it has performed and complied with, in all material respects, all covenants and obligations required to be performed or complied with by it under this Agreement on or before the Closing Date, (ii) each of the representations and warranties made by Party A in this Agreement is complete, true and complete copies accurate and not misleading as at the date of all this Agreement and as at the Closing Date as though restated on and as at the Closing Date with respect to facts, events and circumstances existing as at such date; and (iii) each of the conditions set forth in Article 3.4 to be performed by it have been satisfied (other than those conditions that have been waived in writing by Party B); (l) the resolutions or minutes duly and validly adopted by the Target Company Board authorizing board of directors of the execution, delivery Party A certifying that they have approved and performance authorized the execution of this Agreement and the Ancillary Documents and the consummation closing of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransactions; and (viiim) duly executed copies of this Agreement and such other ancillary documents or instruments as Holdings reasonably requests and are reasonably Party B may deem to be necessary to consummate the transactions contemplated by this Agreement. (b) At complete the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a bill of sale in a form mutually agreeable by the Sellers representing parties (the Shares"Bill of Sale") and duly executed by Seller, transferring the Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) an assignment and assumption agreement in a certificateform mutually agreeable by the parties (the "Assignment and Assumption Agreement") and duly executed by Seller, dated effecting the Closing Date assignment to and signed assumption by a duly authorized officer Buyer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPurchased Assets; (iii) assignments in a form mutually agreeable by the parties (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the trademark registrations and applications, copyright registrations and applications and domain name registrations included in the Purchased Assets to Buyer; (iv) copies of all consents, approvals, waivers and authorizations referred to in this agreement; (v) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; (vi) a certificate of the Secretary of Seller certifying as to (or equivalent officerA) the resolutions of the Target Company certifying that (a) attached thereto are true board of directors of Seller, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the consummation documents to be delivered hereunder; (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (viii) Current officers of the transactions contemplated hereby and therebyBuyer will Resign all positions in Turnkey Capital Inc., and people listed by the Seller in Addendum B will become the officers of Turnkey Capital, Inc.; (b) such resolutions are At the Closing, Buyer shall deliver to Seller the following: (i) A share certificates for the common shares issued to the sellers shareholders as set forth in full force Exhibit B and effect preferred shares representing the Purchase Price; (ii) the Assignment and are Assumption Agreement duly executed by ▇▇▇▇▇; (iii) copies of all the resolutions adopted consents and authorizations referred to in connection with the transactions contemplated hereby and thereby;this agreement; and (iv) a certificate of the Secretary of Buyer certifying as to (or equivalent officerA) the resolutions of the Target Company certifying board of directors of ▇▇▇▇▇, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhereunder. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) resignations of all stock certificates held by of the Sellers representing directors, managers and officers of the Shares, to the extent such Shares are certificated at the time of ClosingCompany and its Subsidiaries; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have has been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying (A) that (a) attached thereto are true and complete copies of (1) the Company Charter Documents, (2) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, thereby and (b3) resolutions of the Stockholders approving the Merger and adopting this Agreement, (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; , and (ivC) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viv) a good standing certificate (or equivalent documents) for the Company and each of its equivalent) from Subsidiaries issued by the secretary of state or similar Governmental Authority in each jurisdiction where the Company or its Subsidiaries (A) is incorporated, formed or organized or (B) is qualified to do business, each dated as of a date that is reasonably close to the jurisdiction under Closing Date; (v) the Laws in which Certificate of Merger, executed by the Target Company is organizedCompany; (vi) the Consideration Spreadsheet contemplated in Section 2.6Estimated Closing Statement; (vii) the Consideration Spreadsheet; (viii) the Stockholder Notice; (ix) restrictive covenants agreements, in the form attached hereto as Exhibit A (the “Restrictive Covenants Agreements”), duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (x) a certification by the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) and dated within thirty (30) days prior to the Closing Date to the effect that the none of the Securities constitute a U.S. real property interest as the Company is not and has not been during the previous five (5) years a U.S. real property holding corporation (the “FIRPTA Statement”); (xi) Securityholders releases, each in the form attached hereto as Exhibit B, duly executed by the Company and Securityholders holding at least seventy percent (70%) of the Fully Diluted Share Number (the “Securityholder Release”); (xii) payoff letters and termination statements or the authorization to file termination statements under the Uniform Commercial Code and other instruments as may be requested by Parent to extinguish all Indebtedness and all Encumbrances related thereto; (xiii) a paying agent agreement in a form mutually agreed upon by the Company, Parent and Paying Agent (the “Paying Agent Agreement”), duly executed by the Company; (xiv) an escrow agreement in a form mutually agreed upon by Securityholders’ Representative, Parent and Escrow Agent (the “Escrow Agreement”), duly executed by Securityholders’ Representative; (xv) an option termination agreement in the form attached hereto as Exhibit C (the “Option Termination Agreement”), duly executed by the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (xvi) a warrant termination agreement in the form attached hereto as Exhibit D (the “Warrant Termination Agreement”), duly executed by the Company and the Warrantholders holding Out-of-Money Warrants; (xvii) a conversion agreement in a form mutually agreed upon by the Company and Parent (the “Conversion Agreement”), duly executed by the Company and the Noteholders; (xviii) evidence of the Company’s purchase of the D&O Tail Policy; (xix) evidence reasonably satisfactory to Parent that all Benefit Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code have been terminated in accordance with the terms thereof; (xx) offer letters, in Parent’s standard form, duly executed by the Company and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (xxi) agreements for protection of company information, in Parent’s standard form, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (xxii) evidence satisfactory to Parent that all of the Noteholders have waived their rights to notice of the Merger and agreed to convert their Convertible Notes into Shares; (xxiii) evidence satisfactory to Parent that a sufficient number of holders of Preferred Stock have waived any preemptive rights to which they may have been entitled under that certain Investor Rights Agreement dated May 16, 2016 in connection with any grants of equity awards or issuance of securities of the Company; (xxiv) evidence reasonably satisfactory to Parent that all notices pursuant to Section 228(e) of the DGCL required to have been given to stockholders that have not executed any written consent previously executed by less than all of the stockholders of the Company have been given to such non-consenting stockholders; (xxv) evidence reasonably satisfactory to Parent that all holders of “valid stock” and “putative stock” (as each term is defined in Section 204 of the DGCL) have waived their rights to receive any notice required under Section 204 of the DGCL and to bring any claim challenging any ratification effected by the Company under Section 204 of the DGCL; (xxvi) evidence satisfactory to Parent that all severance agreements between the Company and employees of the Company, other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, have been terminated with no obligations due by the Company thereunder after the Closing or have been modified on terms reasonably acceptable to Parent; (xxvii) the notification and evidence required by Section 5.11; (xxviii) an amendment to the Company’s Professional Services Agreement with Eagle Dream Technologies LLC on terms acceptable to Parent; (xxix) an amendment to the Company’s Consultant Service Agreement with Cranberry Support Services, LLC on terms reasonably acceptable to Parent; (xxx) all minute books, stock books, ledgers and other corporate records relating of the Company, if not already located on the premises of the Company; and (viiixxxi) such other documents or instruments as Holdings Parent reasonably requests and that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each payment to Paying Agent by wire transfer of immediately available funds an amount equal to the Promissory Notes made aggregate Closing Merger Consideration payable pursuant to each Seller Section 2.8 in exchange for Shares, Section 2.9(b) in exchange for cancellation of In-Money Warrants and Section 2.9(c) in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsexchange for cancellation of vested RSUs; (ii) stock certificates representing payment to Securityholders’ Representative equal to the portion amount of Holdings Equity allocated the Securityholders’ Representative Fund, to each Seller be held thereby in accordance with such Seller’s Pro Rata Sharetrust for the benefit of Securityholders’ Representative and Securityholders; (iii) payment of the Escrow Amount to Escrow Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement; (iv) payment to Securityholders’ Representative in the amount of the Net Working Capital Fund, to be held thereby in trust for the benefit of Securityholders and, as shown set forth in Section 2.16, Parent; (v) payment in the Consideration Spreadsheetamount of the Estimated Transaction Expenses to third parties by wire transfer of immediately available funds; (vi) payment in the amount of the Estimated Indebtedness to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds; (vii) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent and Merger Sub, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) has been satisfied; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (B) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (C) the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (ix) the Escrow Agreement, duly executed by Parent and Escrow Agent; (x) the Paying Agent Agreement, duly executed by Parent and Paying agent; and (xi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. Upon the terms and subject to the conditions of this Agreement: (a) At or prior to the Closing, the Seller Representative shall BLAC will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to the Company on behalf of the Participating Company Stockholders, a certificate duly signed by an authorized officer of BLAC, dated the Sellers representing the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 8.03(a), Section 8.03(b) and Section 8.03(d) have been fulfilled; (ii) a certificateto each Participating Company Stockholder, dated such number of shares of BLAC Common Shares equivalent to the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPer Share Consideration payable to such Participating Company Stockholder; (iii) a certificate to the Company, the written resignations of all of the Secretary directors and officers of BLAC (or equivalent officer) other than those Persons identified as the initial directors and officers, respectively, of BLAC, after the Target Company certifying that (a) attached thereto are true and complete copies Closing, in accordance with the provisions of all resolutions adopted by the Target Company Board authorizing the executionSection 2.08), delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyeffective as of, and (b) such resolutions are in full force and effect and are all subject to, the resolutions adopted in connection with the transactions contemplated hereby and therebyClosing; (iv) a certificate to the Company on behalf of the Secretary (or equivalent officer) Participating Company Stockholders, copies of the Target Company certifying BLAC Amended and Restated Organizational Documents in the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents forms as may be mutually agreed in writing between BLAC and the other documents to be delivered hereunder and thereunderCompany; (v) a good standing certificate (all other documents, instruments or certificates as shall reasonably be required by the Company and its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws counsel in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary order to consummate the transactions contemplated by this AgreementTransactions, including, without limitation, such of the foregoing required for purposes of the Korea Foreign Exchange Transaction Act, or any other relevant Laws. (b) At the Closing, Holdings shall the Company will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered to BLAC: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetJoinders, duly executed by Holdingseach of the Company Stockholders; (ii) stock a certificate of non-issuance of share certificates representing and approval of transfer of shares, accounting for all the portion issued and outstanding shares of Holdings Equity allocated Company Common Stock held by the Participating Company Stockholders to each Seller be transferred to BLAC; (iii) an updated Company shareholder registry reflecting the transactions performed under the Share Exchange; (iv) a certificate duly signed by an authorized officer of the Company, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in accordance Section 8.02(a), Section 8.02(b) and Section 8.02(d) have been fulfilled; (v) the Lock-Up Agreements duly executed by certain of the Participating Company Stockholders; and (vi) all other documents, instruments or certificates as shall reasonably be required by BLAC and its counsel in order to consummate the Transactions. (c) On the Closing date, concurrently with such Seller’s Pro Rata Sharethe Share Exchange, as shown BLAC shall make, or cause to be made, any payments to the stockholders of BLAC required to be made in connection with the Consideration Spreadsheet;Redemption Rights.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Parent shall deliver to Holdings the followingInvestors: (i) all stock certificates held by the Sellers representing the SharesTrue and correct copies of written resolutions, to the extent such Shares are certificated at the time or minutes of Closing; (ii) a certificatemeeting, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each board of directors of the conditions set forth Parent (the “Board”), approving and adopting in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing respects the execution, delivery and performance by the Parent of this Agreement and the Ancillary Documents transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the consummation Purchased Securities against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Parent of all agreements contemplated herein to which the Parent is party and any agreements, instruments or documents ancillary thereto; and (c) adopting the Restated Bylaws as an amendment and restatement of the existing Bylaws of the Parent as in effect prior to the Closing, in the form attached hereto as Schedule ‎1.6(a)(i). (ii) True and correct copies of written resolutions, or minutes of meeting, of the Parent’s stockholders approving and adopting in all respects the execution, delivery and performance by the Parent of this Agreement and the transactions contemplated hereby and therebyhereby, including, among others, (a) the adoption of the Restated Articles; and (b) the approval of the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto, in the form attached hereto as Schedule ‎1.6(a)(ii); (iii) Duly executed stock certificates or book-entry confirmations representing the respective Purchased Shares issued to each Investor at the Closing in the name of each of such resolutions are Investor, in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyform attached hereto as Schedule ‎1.6(a)(iii); (iv) a certificate The Warrants issued to each Investor at the Closing in the name of the Secretary (or equivalent officer) each of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;such Investor; and (v) a good standing A certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing an executive officer of the portion Parent as of Holdings Equity allocated to each Seller the Closing stating that the conditions specified in accordance with such Seller’s Pro Rata ShareSection ‎5 have been satisfied, as shown in the Consideration Spreadsheet;form attached hereto as Schedule ‎1.6(a)(v).

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Newco the following: (i) all stock certificates held a certificate, dated the Closing Date and signed by a duly authorized officer of the Sellers representing Company, certifying that each of the Shares, to the extent such Shares are certificated at the time of Closingconditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board and consents set forth in Section 3.02 authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (B) all such resolutions and consents are in full force and effect and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, certifying the names and signatures of the authorized officers, managers, or members of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (iv) a good standing certificate with respect to the Company from each of the Secretary of State of Delaware and the Secretary of State of California; (v) the Estimated Closing Working Capital Statement contemplated in Section 2.08; (vi) a ▇▇▇▇ of sale, in customary form satisfactory to the parties hereto (the “▇▇▇▇ of Sale”), duly executed by the Company, transferring the tangible personal property included in the Purchased Assets to Newco; (vii) an assignment and assumption agreement, in customary form satisfactory to the parties hereto (the “Assignment and Assumption Agreement”), duly executed by the Company, effecting the assignment to and assumption by Newco of the Purchased Assets and the Assumed Liabilities; (viii) an assignment or assignments, in customary form satisfactory to the parties hereto (the “Intellectual Property Assignments”), duly executed by the Company, transferring all of the Company’s right, title and interest in and to the Company Intellectual Property to Newco; (ix) with respect to each lease, an Assignment and Assumption of Lease, in customary form satisfactory to the parties hereto (each, an “Assignment and Assumption of Lease”), duly executed by the Company; (x) the FIRPTA Certificate; and (xi) such other documents or instruments as Aspen or Newco reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Aspen and Newco, as applicable, shall deliver to the Company or Linden (and/or to such other Persons as the Company or Linden may direct) the following: (i) the Purchase Price less, with respect to the cash portion thereof, the Holdback Amount and payable, with respect to the cash portion thereof, by wire transfer of immediately available funds; (ii) the Promissory Note, cancelled and marked paid; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Aspen and Newco, certifying that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (iv) a certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary (or equivalent officer) of Aspen and Newco, certifying that attached thereto are true and complete copies of all resolutions or written authorizations adopted by the board of directors of Aspen and manager of Newco authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and written authorizations are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Aspen and Newco, certifying the names and signatures of the officers or manager, as applicable, of the Target Company Aspen and Newco authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6Assignment and Assumption Agreement duly executed by Newco; (vii) the FIRPTA Statementwith respect to each lease, an Assignment and Assumption of Lease duly executed by Newco; and (viii) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Argo the following: (i) all stock certificates held by resignations of the Sellers representing managers and officers of the Shares, Company pursuant to the extent such Shares are certificated at the time of ClosingSection 2.09; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board Manager authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and (b2) resolutions of the Owners approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (viiv) the Consideration Spreadsheet contemplated in Section 2.6completed and executed Subscription Agreements from each Owner, Concerted, and any other party that will receive Ordinary Shares pursuant to this Agreement; (viiv) the FIRPTA Statement; (vi) an employment and restrictive covenant agreement between Merger Sub and ▇▇▇▇▇▇ ▇▇▇▇▇, in form and substance satisfactory to Argo and ▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇ Employment Agreement”); and (viiivii) such other documents or instruments as Holdings Argo reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Argo shall deliver to Seller Representative the Company (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made The Closing Consideration, payable pursuant to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Section 2.04(a)(i). (ii) stock certificates representing a certificate of the portion Secretary or an Assistant Secretary (or equivalent officer) of Holdings Equity allocated Argo and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Argo and Merger Sub, respectively, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) Executed counterparts of the Ancillary Documents; and (iv) such other documents or instruments as the Company reasonably requests and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Caesars Parties shall deliver deliver, or cause to Holdings the followingbe delivered, to Growth Partners: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by a duly authorized an executive officer of the Target Companyeach Caesars Party, stating that each of the conditions set forth specified in Section 8.2(a9.3(a), Section 9.3(b) and Section 8.2(b9.3(h) have been satisfied; (iiiii) a certificate of the Secretary (other Ancillary Agreements intended to be executed at or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby Closing to which any of the Caesars Parties is a party, duly executed by such Person, as applicable, each in form reasonably acceptable to Growth Partners; (iii) a duly executed certificate from CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and therebysubstance reasonably acceptable to Growth Partners and on the basis of which Growth Partners shall not be required to deduct or withhold any amounts under Section 1445 of the Code from any amounts payable pursuant to this Agreement, provided that the failure of CEOC to provide such certificate shall not prevent or delay the Closing, and that in the event of such failure Growth Partners shall be entitled to withhold any amounts that may be required consistent with Section 3.6 hereof; (iv) a certificate fee stream agreement in respect of the Secretary each Management Fee Stream in a form reasonably acceptable to Growth Partners (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreementcollectively, the Ancillary Documents and the other documents to be delivered hereunder and thereunder“Fee Stream Agreements”); (v1) a good standing certificate to the extent the Purchased Equity Interests are certificated, certificates evidencing such Purchased Equity Interests, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (or its equivalent2) from to the secretary extent the Purchased Equity Interests are not certificated, confirmations of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedbook-entry transfer with respect to such Purchased Equity Interests; (vi) with respect to each Owned Real Property and each ground leased Leased Real Property, an American Land Title Association extended coverage owner’s policy of title insurance (or local equivalent) (with an effective date not earlier than the Consideration Spreadsheet contemplated Closing Date) in Section 2.6favor of the applicable property owning entity (a) showing marketable fee simple (or leasehold) title to such Company Real Property vested in the applicable property owning entity, (b) containing no exceptions other than the Permitted Liens, (c) stating liability coverage in such amounts as shall be determined by Growth Partners and (d) with such endorsements as Growth Partners may reasonably request (including, without limitation, a non-imputation endorsement as to the Knowledge of the Caesars Parties) (collectively, the “Title Policies”), understanding that all costs and expenses of the Title Policies shall be paid at Closing by Parent or Sellers; (vii) with respect to each Owned Real Property and each ground leased Leased Real Property, an updated and current as-built survey for such Company Real Property, in form and substance satisfactory to the FIRPTA StatementGrowth Partners in its sole and absolute discretion, made in accordance with ALTA/ACSM minimum technical standards and the laws of the State where the applicable Casino is located, certified to the property owning entity and Growth Partners and any other persons or entities as Growth Partners may reasonably request, showing such entire Company Real Property, all adjoining streets and roads (including, without limitation, the points of ingress and egress thereto), the exact location by metes and bounds and the exact dimensions of such Company Real Property, a legal description of such Company Real Property, the exact location of any Improvements, setback lines, protrusions, encroachments, parking spaces and easements on and upon such Company Real Property, together with all rights-of-way and other matters relating to such Company Real Property (collectively, the “Surveys”), understanding that all costs and expenses of the Surveys shall be paid at Closing by Parent or Sellers; and (viii) such other documents or appropriately executed documents, instruments and agreements as Holdings reasonably requests and are reasonably may be necessary to consummate the transactions contemplated by this Agreement, in a form reasonably acceptable to Growth Partners, in each case which are requested by Growth Partners at least two (2) Business Days prior to Closing. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At On or prior to the ClosingClosing Date, the Seller Representative shall deliver deliver, or cause to Holdings be delivered, to the followingPurchaser: (i) all stock share certificates held by the Sellers representing the SharesHoldCo Shares under the Purchaser’s name, free and clear of any Security Interests and transfer restrictions, duly endorsed by stock powers or other instruments properly evidencing transfer of the HoldCo Shares in a form acceptable to the extent such Shares are certificated at Parent and the time of ClosingPurchaser, with appropriate transfer stamps, if any, affixed; (ii) a certificatethe executed side letters or agreements entered into between the Seller and PGIF and the Company, in which PGIF and the Company have agreed to comply with the applicable terms of this Agreement. ; (iii) the Assignment Agreement duly executed by the Seller; (iv) the Shareholder Agreement duly executed by the Seller; (v) the Director Agreement duly executed by the Company; (vi) an opinion from Hong Kong counsel of the Seller and HoldCo in the form acceptable to the Purchaser; (vii) an opinion from Indonesian counsel of PGIF and the Company in the form acceptable to the Purchaser; (viii) good standing certificates from each of the Seller, HoldCo, PGIF, and the Company of their respective jurisdictions of incorporation; (ix) certificates duly executed by an officer of each of the Seller, ▇▇▇▇▇▇, PGIF, and the Company, dated as of the Closing Date and signed by a duly authorized officer of the Target CompanyDate, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) 9.2 have been satisfied, respectively; (iiix) a certificate certificates duly executed by the secretary of each of the Secretary (or equivalent officer) Seller, ▇▇▇▇▇▇, PGIF, and the Company, dated as of the Target Company certifying that Closing Date, as to their respective (aA) attached thereto are true Organizational Documents, (B) resolutions of the board of directors or persons performing a similar function duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyby this Agreement (the “Transactions”), and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the officers’ names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Transaction Documents, and the any other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statementhereunder; and (viiixi) such all other documents or instruments as Holdings reasonably requests requested by the Purchaser that are compulsory by law to effect the intent of this Agreement and are reasonably necessary to consummate the transactions contemplated by this AgreementTransactions. (b) At On or prior to the ClosingClosing Date, Holdings the Parent shall deliver pay, or caused to be paid, or deliver, or cause to be delivered, as applicable, to the Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and Cash Consideration by wire transfer in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsaccordance with Section 2.2(a); (ii) stock this Agreement duly executed by each of the Parent and the Purchaser; (iii) the Assignment Agreement duly executed by the Parent; (iv) the Shareholder Agreement duly executed by the Purchaser; (v) an irrevocable instruction letter directing the transfer agent of the Company the issuance and registration of the Shares in the name of the Purchaser, or its designated nominee, effective as of the Closing Date; (vi) the Director Agreement duly executed by an individual designated by the Parent to serve on the Board of Directors of the Company; (vii) certificates representing duly executed by an officer of each of the portion Parent and the Purchaser, dated as of Holdings Equity allocated to the Closing Date, that each Seller of the conditions set forth in accordance with such Seller’s Pro Rata ShareSection 9.1 have been satisfied, respectively; (viii) certificates duly executed by the secretary of each of the Parent and the Purchaser dated as of the Closing Date, as shown to their respective (A) Organizational Documents, (B) resolutions of the board of directors duly adopted and in effect, which authorize the Consideration Spreadsheet;execution, delivery, and performance of this Agreement and the consummation of the Transactions, and (C) officers’ names and signatures authorized to sign this Agreement, the Transaction Documents, and any other documents to be delivered hereunder; and (ix) all other documents reasonably requested by the Purchaser that are compulsory by law to effect the intent of this Agreement and consummate the Transactions.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Companies shall deliver (or cause to Holdings be delivered as may be specified herein) to Verano the following: (i) lock-up acknowledgements, each substantially in the form attached as Exhibit A (each, a “Lock-Up Acknowledgement”), that cover at least 75% of all stock certificates held of the Share Consideration to be issued in the Company Mergers and the Exchanges, duly executed by the Sellers representing the Shares, to the extent Persons receiving such Shares are certificated at the time of ClosingShare Consideration; (ii) resignations of certain managers and officers of each Company pursuant to Section 5.07; (iii) a certificate, dated as of the Closing Date and signed by a duly authorized officer officers of the Target each Company, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary (or equivalent officer) of the Target each Company certifying (1) that (a) attached thereto are true and complete copies of all resolutions adopted by the Target applicable Company Board authorizing approving the execution, execution and delivery and performance of this Agreement and each Ancillary Document to which such Company is a party, and the performance by such Company and its Company Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents (subject to approval of a majority of the Members of each Company), (2) that attached thereto are true and complete copies of resolutions adopted by a majority of the Members of each Company approving the execution and delivery of this Agreement and each Ancillary Document to which such Company is a party, and the consummation performance by such Company and its Company Subsidiaries of the transactions contemplated hereby their respective obligations under this Agreement and therebysuch Ancillary Documents, (3) that all such resolutions referenced in clauses (1) and (b2) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (4) the names and signatures of the officers of such Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder to which such Company is a party; (v) a good standing certificate (or its equivalent) for each Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Company is formed; (vi) the Company FIRPTA Statements; and (vii) such other documents or instruments as Verano reasonably requests prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Verano shall deliver (or cause to be delivered by PubCo or such other Person as may be specified herein) to the Companies (or such other Person as may be specified herein) the following: (i) to the Exchange Agent, the aggregate Closing Consideration payable and issuable in the Company Mergers and in the Exchanges; (ii) Convertible Notes duly executed and payable to the Members as set forth in the Consideration Spreadsheet; (iii) payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Companies to such third parties as Transaction Expenses, as set forth on the Merger Consideration Statement; (iv) payment to holders of outstanding Indebtedness , if any, by wire transfer of immediately available funds, that amount of money due and owing from any Company to such holder of outstanding Indebtedness, as set forth on the Merger Consideration Statement; (v) the issuance of shares of PubCo as payment for the Broker Fees as set forth on Schedule 3.09 and the Consideration Spreadsheet; (vi) a certificate, dated as of the Closing Date and signed by duly authorized officers of Verano, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (vii) a certificate of the Secretary (or equivalent officer) of Verano certifying (1) that attached thereto are true and complete copies of all resolutions adopted by the Target Company certifying Verano Board approving the execution and delivery of this Agreement and each Ancillary Document to which Verano is a party, and the performance by Verano and the Verano Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents, (2) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (3) the names and signatures of the officers of the Target Company Verano authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vviii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedVerano FIRPTA Statements; (viix) lock-up agreements duly executed by or on behalf of the Consideration Spreadsheet contemplated Persons receiving Verano Merger Shares containing the same transfer restrictions as set forth in Section 2.6; the Lock-Up Acknowledgment and that cover at least a number of Verano Merger Shares equal to (vii1) 75% of all of the FIRPTA StatementVerano Merger Shares, minus (2) all Verano Merger Shares subject to existing lock-up restrictions, in all cases as in effect on the date of this Agreement and that have been disclosed to Member Representative prior to the date hereof; and (viiix) such other documents or instruments as Holdings the Companies reasonably requests and request prior to the Closing Date that are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Murano Parties will deliver or cause to Holdings the followingbe delivered: (i) to HCM, the written resignations of all stock certificates held of the directors and statutory auditors of the Group Companies (other than those Persons identified as the initial directors of the Surviving Company, in accordance with the provisions of Section 2.7(a)), each effective as of the Effective Time, in the form attached hereto as Exhibit C, and a copy of the minutes of the shareholders’ meeting, to be formalized by a Mexican Notary Public, with a certified copy of the public deed to be delivered within ten Business Days of the Closing, (y) approving the resignations of all directors and statutory auditors of the Group Companies, and (z) revoking certain powers of attorney by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingGroup Companies; (ii) a certificateto HCM, dated the Closing Date Registration Rights Agreement, duly executed by PubCo and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(aCompany’s stockholders (and their Affiliates) and Section 8.2(b) have been satisfiedparty thereto; (iii) to HCM, the Lock-Up Agreement, duly executed by each of the Key Holders listed in clause (a) of the definition of Key Holders; (iv) to HCM, a certificate of good standing for each Group Company, dated, in each case, no earlier than 30 days prior to the Secretary Closing Date; (or equivalent officerv) to HCM, copy of the Corporate Records, which include among other matters, all entries in the relevant corporate books corresponding to the Reorganization; (vi) to HCM, the granting of the Process Agent Power of Attorneys in the form attached hereto as Exhibit F (the “Process Agent Powers of Attorney”) by the Company and the Seller, duly notarized and apostilled; (vii) to HCM, copy of the stock certificates corresponding to the shareholders of the Mexican Group Companies evidencing shareholder structure as a result of the Reorganization and in connection with the Company, the share certificates evidencing HoldCo as owner of 99.99% of the shares of the Company Common Stock and a Group Company as owner of 00.01% of the Company Common Stock, together with a certified copy by the secretary of the board of directors of each of the Group Companies of the last entry in the stock registry book (libro de registro de acciones) of each Group Company confirming that such entries reflect the Target Company certifying shareholder structure in force at Closing; (viii) to HCM, a property tax non-indebtedness certificate (certificado de no adeudo de impuesto predial) for each Owned Real Property, issued by the corresponding cadastral Governmental Authorities no more than three months prior to the Closing Date, evidencing that (ai) attached thereto all existing constructions at the Owned Real Properties have been appropriately recorded at the cadastral registry, (ii) there are true no real property taxes owed with respect to the Owned Real Property (including all existing constructions thereon), and complete (iii) the applicable Group Companies are the owners of the Owned Real Property based on the relevant cadastral records; (ix) to HCM, a water supply non-indebtedness certificate (certificado de no adeudo de agua) for each Owned Real Property, issued by the corresponding Governmental Authorities no more than three months prior to the Closing Date, evidencing that there are no water duties or fees owned with respect to the Owned Real Properties, or if applicable a certificate evidencing that the Owned Real Property have no service to the municipal water supply system; (x) to HCM, a certificate issued by the manager of the condominium regimes applicable to the Owned Real Properties, issued no more than a month prior to the Closing Date, (y) evidencing that there are no pending rights, quotas, fees or any other amounts payable by the Group Companies in connection with the Owned Real Properties and (z) confirming that the Group Companies are not in default of any of its obligations under the applicable condominium rules and regulations; and (xi) to HCM, with respect to each Murano Party and each Group Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of all its Governing Documents and any trust agreements in and any amendments thereto as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions adopted by the Target Company Board of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation each of the transactions contemplated hereby and therebydocuments related to the Transaction Proposals to which it is a party or by which it is bound, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate incumbency of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the its officers of the Target Company authorized to sign execute this Agreement, Agreement or any documents related to the Ancillary Documents and the other documents Transaction Proposals to be delivered hereunder and thereunder; (v) which it is a good standing certificate (party or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementotherwise bound. (b) At the Closing, Holdings shall HCM will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Company, a certificate signed by an officer of HCM, dated the Promissory Notes made payable Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSection 9.3(a) and Section 9.3(b) have been fulfilled; (ii) stock certificates representing to the portion Company, a certificate from its secretary or other officer certifying as to, and attaching, (A) copies of Holdings Equity allocated its Governing Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each Seller of the documents related to the Transaction Proposals to which it is a party or by which it is bound, and (C) the incumbency of its officers authorized to execute this Agreement or any documents related to the Transaction Proposals to which it is a party or otherwise bound; (iii) to the Company, a certificate of good standing from the Registrar no earlier than 30 days prior to the Closing Date; (iv) to the Company, the Registration Rights Agreement, duly executed by HCM, the Sponsor and its Affiliates party thereto; (v) to the Company, the Lock-Up Agreement, duly executed by each of the Key Holders listed in clause (b) of the definition of Key Holders; and (vi) to the Company, the written resignations of all of the directors and officers of HCM (other than those Persons identified as the initial directors of HCM after the Effective Time, in accordance with the provisions of Section 2.7(b) and Section 6.9), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, PubCo shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid HCM Transaction Expenses as set forth on the written statement to be delivered to the Company pursuant to Section 8.7 and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to HCM pursuant to Section 8.7; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of any Group Company shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At or prior The following shall be delivered by RFG to the Purchaser at the Closing, the Seller Representative delivery of which shall deliver be a condition precedent to Holdings Purchaser’s purchase of the followingSecurities, unless the Purchaser waives RFG’s obligation with respect to any such deliverable: (i) all stock certificates held by a certificate for the Sellers representing the Shares, to the extent such Controlling Shares are certificated at the time of Closingwith applicable transfer restriction legends; (ii) a certificate, dated certificate from the Closing Date President of RFG confirming (A) the continuing accuracy of all of RFG’s representations and signed by a duly authorized officer of the Target Company, that each of the conditions warranties set forth in Section 8.2(a4 hereof and (B) and Section 8.2(b) have been satisfiedRFG’s compliance with all of its obligations under this Agreement; (iii) a certificate from the Secretary of RFG: (i) certifying the Certificate of Incorporation of RFG; (ii) certifying the Bylaws of RFG; (iii) certifying the resolutions of the Secretary (or equivalent officer) board of the Target Company certifying that (a) attached thereto are true and complete copies directors of all resolutions adopted by the Target Company Board RFG authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, under this Agreement; and (biv) such resolutions are in full force attesting to the incumbency of the officers and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebydirectors of RFG; (iv) a certificate the resignations of the Secretary (or equivalent officerRFG’s directors and officers as provided in Section 6(g) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderhereof; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority evidence of the jurisdiction under completion of the Laws in which Redemption immediately following the Target Company is organized; (vi) purchase of the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementControlling Shares; and (viiivi) such other documents or instruments as Holdings Purchaser and its attorneys may reasonably requests and are reasonably necessary request to consummate effect the transactions contemplated by this Agreementhereby. (b) At The following shall be delivered by Purchaser to RFG at the Closing, Holdings the delivery of which shall deliver be a condition precedent to Seller Representative (or RFG’s sale of the Controlling Shares, unless RFG waives the Purchaser’s obligation with respect to any such other Person as may be specified herein) the followingdeliverable: (i) each of the Promissory Notes made Purchase Price due and payable by wire transfer to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsRFG’s account; (ii) stock certificates representing a certificate from the portion President of Holdings Equity allocated Purchaser confirming (A) the continuing accuracy of all of Purchaser’s representations and warranties set forth in Section 5 hereof and (B) Purchaser’s compliance with all of its obligations under this Agreement; (iii) a certificate from the Secretary of Purchaser: (i) certifying the Certificate of Incorporation of Purchaser; (ii) certifying the Bylaws of Purchaser; (iii) certifying the resolutions of the board of directors of Purchaser authorizing the transactions contemplated under this Agreement; and (iv) attesting to each Seller in accordance with the incumbency of the officers and directors of Purchaser; and (iv) such Seller’s Pro Rata Share, other documents or instruments as shown in RFG and its attorneys may reasonably request to effect the Consideration Spreadsheet;transactions contemplated hereby.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Buyer will make the payments specified in Section 2.3 and will deliver, or cause to Holdings be delivered, to the followingSeller, as applicable: (i) all stock certificates held the officer’s certificate contemplated by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSection 7.3(c); (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedexecuted Assignment; (iii) a certificate duly executed by the secretary or any assistant secretary of the Secretary Buyer, dated as of the Closing, attaching and certifying on behalf of the Buyer (A) the Organizational Documents of the Buyer and (B) the resolutions of the board of directors (or equivalent officerother appropriate governing body) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Buyer authorizing the execution, delivery and performance by the Buyer of this Agreement the Transaction Documents to which it is a party and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate duly executed counterpart of the Secretary Transition Services Agreement; and (v) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required or requested by the Seller to consummate the transactions contemplated hereby. (b) At the Closing, the Seller will deliver, or cause to be delivered, to the Buyer: (i) a duly executed Assignment; (ii) the officer’s certificates contemplated by Section 7.2(d); (iii) a certificate duly executed by the secretary or any assistant secretary of the Seller, dated as of the Closing, attaching and certifying on behalf of the Seller (A) the Organizational Documents of the Seller and (B) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance by the Seller of the Transaction Documents to which it is a party and the transactions contemplated thereby; (iv) a properly completed certificate described in Treasury Regulations Section 1.1445-2 dated on or before the Closing Date stating that the Seller (or equivalent officerSeller’s regarded parent if Seller is a disregarded entity) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderis not a foreign person; (v) resignation letters from the individuals listed on Section 2.6(b)(v) of the Seller Disclosure Letter; (vi) a good standing certificate (or its equivalent) for each Company from the secretary Secretary of state State or similar Governmental Authority of the jurisdiction under of formation or organization of such Company, in each case dated as of a date within five Business Days before the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6Closing Date; (vii) copies of the FIRPTA Statementthird party consents and approvals identified in Section 3.3(c) and Section 4.3(c) of the Seller Disclosure Letter; (viii) the Inventory Reconciliations; (ix) a duly executed counterpart of the Transition Services Agreement; and (viiix) such other documents or and instruments as Holdings may be required by any other provision of this Agreement or as may reasonably requests and are reasonably necessary be required or requested by the Buyer to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings the Parent the following: (i) all stock certificates held the Employment Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (ii) [intentionally omitted]; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.01(a) and Section 8.2(b7.01(b) have has been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (bB) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunderhereunder; (vvi) a good standing certificate (or its equivalent) for the Company from the secretary Secretary of state or similar Governmental Authority State of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6State of Nevada; (vii) at least one Business Day prior to the FIRPTA StatementClosing Date, the Closing Payment Certificate; (viii) a certificate from the Company, dated as of the Closing Date, certifying to the effect that no interest in the Company is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)); and (viiiix) such other documents or instruments as Holdings the Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings the Parent shall deliver to Seller Representative (or such other Person as may be specified herein) the followingdeliver: (i) each of the Promissory Notes made payable to each Seller Stockholder (and subject to Section 2.09(b)): (A) his or it respective Promissory Note; and (B) stock certificates representing such Stockholder’s Pro Rata Share of Parent Preferred Shares issuable pursuant Section 2.08(a) and in accordance with the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Closing Payment Certificate. (ii) stock certificates representing [intentionally omitted]. (iii) to the portion Company: (A) a certificate, dated the Closing Date and signed by a duly authorized officer of Holdings Equity allocated the Parent, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) has been satisfied; (B) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Parent and the Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the Parent Board and the Board of Directors of the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (C) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Parent and the Merger Sub certifying the names and signatures of the officers of the Parent and the Merger Sub authorized to each Seller in accordance with sign this Agreement and the other documents to be delivered hereunder; and (D) such Seller’s Pro Rata Share, other documents or instruments as shown in the Consideration Spreadsheet;Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Closing Deliverables. (a) At Buyer shall have furnished to Seller or prior to the ClosingABN AMRO, the Seller Representative shall deliver to Holdings as applicable, the following: (ia) all stock certificates held the Base Purchase Price by wire transfer of immediately available funds from the Sellers representing the Shares, PC Escrow Account to the extent such Shares are certificated at the time of ClosingABN AMRO Escrow Account; (iib) the Transitional Services Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (c) the License Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (d) the Assignment and Assumption Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (e) the ABN AMRO Escrow Agreement, dated as of the Closing Date, duly executed by an authorized representative of Buyer; (f) a certificate, dated the Closing Date and signed duly executed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company Buyer, certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board members and the co-managing members of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Related Agreements and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivg) a certificate certificate, dated the Closing Date and executed by a duly authorized officer of Buyer, certifying that each of the Secretary (or equivalent officer) of the Target Company certifying the names conditions set forth in Sections ‎9.1, ‎9.2 and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement‎9.3 have been satisfied; and (viiih) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementa Resale Certificate. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held copies of the resolutions unanimously and duly adopted by the Sellers representing Company's board of directors, authorizing the Sharesexecution, to delivery and performance by the extent such Shares are certificated at Company of this Agreement, and the time consummation of Closingall of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (ii) a certificate, certificate dated as of the Closing Date and signed by a duly authorized from an officer of the Target Company, that Company and from each of the Company Shareholders stating that the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5.3 have been satisfied;fully satisfied or waived by the Company and the Company Shareholders, as applicable; and (iii) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying that (a) attached thereto are true and complete copies State of all resolutions adopted by Nevada, of a recent date, with respect to the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Company Shareholders each of the following in form and substance satisfactory to the Company and the Company Shareholders: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of Holdings and in TAI, certifying (A) that a true, correct and complete copy of the principal amounts set forth in articles of incorporation of Holdings and TAI, as applicable is attached, and (B) that a true, correct and complete copy of the Consideration Spreadsheetbylaws of Holdings and TAI, duly executed by Holdingsas applicable is attached; (ii) stock copies of the resolutions unanimously and duly adopted by each of Holdings' and TAI's boards of directors authorizing the execution, delivery and performance by Holdings and TAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary or assistant secretary of Holdings and TAI, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of TAI and Holdings and the Holdings Shareholder stating that the conditions specified in section 5.2 have been fully satisfied or waived by TAI, Holdings and the Holdings Shareholders, as applicable; (iv) certificates representing the portion an aggregate of [13,461,200] shares of Holdings Equity allocated Common Stock, issued to each Seller the Company Shareholders in accordance with such Seller’s Pro Rata ShareSection 2.5(b) above; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Colorado and Nevada, each of a recent date, with respect to Holdings and TAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative and Parent shall deliver (or cause to Holdings the followingbe delivered) to Buyer: (i) all stock certificates held by the Sellers representing the Shares, executed officer’s certificate required pursuant to the extent such Shares are certificated at the time of ClosingSection 6.2(d) in form and substance reasonably satisfactory to Buyer; (ii) a certificatelimited liability company interest transfer agreement, dated duly executed by Seller, in the Closing Date and signed by a duly authorized officer of form attached hereto as Exhibit A (the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied“Assignment Agreement”); (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true Transition Services Agreement, duly executed by Seller and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyParent; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this each other Ancillary Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderduly executed by Seller and/or one or more of its Affiliates (as applicable); (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority resignations described in Section 5.16, duly executed by the individuals set forth on Section 5.16 of the jurisdiction under the Laws in which the Target Company is organizedDisclosure Letter; (vi) all instruments and documents necessary to release any Encumbrances (other than Permitted Encumbrances) from the Consideration Spreadsheet contemplated in Section 2.6;assets of the Company Group and the Contributed Assets, including appropriate UCC termination statements; and (vii) a certificate, duly completed and executed by Parent, certifying that Parent is not a “foreign person” as defined under Section 1445 of the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests Code and are reasonably necessary to consummate the transactions contemplated by this AgreementTreasury Regulations promulgated thereunder. (b) At the Closing, Holdings Buyer shall deliver to Seller Representative (or such other Person as may cause to be specified hereindelivered) the followingto Seller: (i) each of the Promissory Notes made payable executed officer’s certificate required pursuant to each Seller Section 6.3(c) in form and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingssubstance reasonably satisfactory to Seller; (ii) stock certificates representing by Wire Transfer to the portion account of Holdings Equity allocated Seller designated pursuant to Section 1.2(c), an amount in cash equal to the Purchase Price; (iii) the Assignment Agreement, duly executed by Buyer; (iv) the Transition Services Agreement, duly executed by Buyer; and (v) each other Ancillary Agreement, duly executed by Buyer and/or one of its Affiliates (as applicable). (c) Not less than two Business Days prior to the Closing Date, Seller shall deliver to Buyer Wire Transfer instructions designating the account(s) to which the amount set forth in accordance with such Seller’s Pro Rata Share, as shown in Section 1.2(b)(ii) shall be paid by Buyer at the Consideration Spreadsheet;Closing.

Closing Deliverables. (a) At or prior Subject to the terms and conditions of this Agreement, at the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held by the Sellers representing the Sharessuch bills of sale, assignments and such other instruments of transfer as shall transfer to Buyer full title to the extent such Shares are certificated at Purchased Assets free and clear of all Encumbrances, in form and substance mutually acceptable to the time of Closingparties hereto; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller and any certificate required by Section 1446 of the Code; (iii) the Tax Clearance Certificates and evidence, satisfactory to Buyer, of any required notifications described in Section 5.05(f); (iv) a certificate, dated as of the Closing Date and signed executed on behalf of Seller by a duly authorized officer of its Chief Executive Officer, to the Target Company, effect that each of the conditions set forth in Section 8.2(aSections 6.01(a), 6.01(b) and Section 8.2(b6.01(c) have has been satisfied; (iiiv) a certificate of an officer of Seller certifying as to (A) the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true board of directors of Seller, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby, (B) the resolutions of the holders of the requisite voting power of the capital stock of Seller, duly adopted and the consummation of in effect, which authorize the transactions contemplated hereby and therebyhereby, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Seller authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedhereunder; (vi) a written consent and release agreement, in substantially the Consideration Spreadsheet contemplated in Section 2.6form and substance of Exhibit A attached here to, from Acreage Holdings, Inc. (the “Lender Consent and Release Agreement”); (vii) written consent from the FIRPTA StatementCity of Framingham to the assignment of the HCA or other evidence showing an HCA between the City of Framingham and Buyer and all other approvals or consents required to operate the License, in each case in form and substance acceptable to Buyer; (viii) the Lease, as approved by Buyer in accordance with Section 5.02(d)(ii), which Lease authorizes assignment to Buyer, and assignment of said Lease to Buyer on forms acceptable to Buyer; (ix) an accredited investor questionnaire substantially in the form attached hereto as Exhibit B (the “Accredited Investor Questionnaire”); and (viiix) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;Share Consideration; and (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller instruments described in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Section 2.02(a)(i) duly executed by Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative each Contributor shall deliver to Holdings the Company and/or OpCo, as applicable, the following: (i) all stock certificates held In the case of HoldCo, an assignment of the HoldCo Assets in substantially the form attached as Exhibit B-1, duly executed and delivered by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingHoldCo; (ii) a certificate, dated In the Closing Date and signed by a duly authorized officer case of the Target CompanyContributors other than HoldCo, that each an assignment of such Contributor’s Contributed Assets in substantially the conditions set forth in Section 8.2(a) form attached hereto as Exhibit B-2, duly executed and Section 8.2(b) have been satisfieddelivered by such Contributor; (iii) A certification of non-foreign status with respect to such Contributor, or if such Contributor is a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution“disregarded entity,” with respect to its regarded owner, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection a form consistent with the transactions contemplated hereby and thereby;Treasury Regulation Section 1.1445-2(b)(2)(iv)(i); and (iv) a certificate A release of all liens, mortgages, deeds of trust or other encumbrances, in form reasonably acceptable to the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) affecting such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementContributor’s respective Contributed Assets, if any. (b) At the Closing, Holdings the Company and/or OpCo, as applicable, shall deliver or pay, as applicable, the following to Seller Representative (or such other Person as may be specified herein) the followingeach applicable Contributor: (i) each of the Promissory Notes made payable The assignment delivered by HoldCo pursuant to each Seller and in the principal amounts set forth in the Consideration SpreadsheetSection 2.5(a)(i) above, duly executed and delivered by HoldingsOpCo and the Company; (ii) stock certificates representing Each assignment delivered by the portion Contributors pursuant to Section 2.5(a)(ii) above, duly executed and delivered by OpCo; (iii) The Asset Common Stock and HoldCo Common Stock, validly issued (and reflected on the books and records of Holdings Equity allocated to each Seller the Company) in accordance with the terms of this Agreement; provided, however, to the extent a Contributor is selling any shares of Common Stock pursuant to the Underwriting Agreement, said shares will be delivered to the Company’s custodian on behalf of such Seller’s Pro Rata ShareContributor; and (iv) The Rising Star Cash, the ▇▇▇▇▇▇▇ Cash and the ▇▇▇▇▇▇▇ ▇▇ Cash (by wire transfer of immediately available funds to an account designated in writing by the applicable Contributor to the Company as shown soon as practicable but in no event later than two (2) business days after the Consideration Spreadsheet;Pricing Date).

Closing Deliverables. (a) At or prior to the Subscription Closing, the Seller Representative Company shall deliver deliver, or cause to Holdings be delivered, to the Purchaser the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated as of the Subscription Closing Date and signed by a duly authorized officer Manager of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Company’s Managers authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) Such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Subscription Closing the Purchaser shall deliver, or cause to be delivered to the Company the following: (i) The Joinder Agreement duly executed on behalf of the Purchaser reflecting the admission of the Purchaser as a Member; (ii) a certificate, dated as of the Subscription Closing Date and signed by a duly authorized officer of Purchaser, certifying that (A) attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) The Subscription Payment Amount; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;The KingsCrowd Warrant; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such Such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At the Option Closing, Holdings the Company shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to the Purchaser the following: (i) a certificate, dated as of the Option Closing Date and signed by a Manager of the Company, certifying that (A) each of the Promissory Notes made payable to each Seller and in the principal amounts conditions set forth in Section 8.1 and Section 8.2 have been satisfied, (B) attached thereto are true and complete copies of all resolutions adopted by the Consideration SpreadsheetCompany’s Managers authorizing the execution, duly executed by Holdingsdelivery, and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) stock certificates representing such other documents or instruments as the portion Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (d) At the Option Closing, the Purchaser shall deliver, or cause to be delivered to the Company, the following: (i) The Option Payment Amount; (ii) a certificate, dated as of Holdings Equity allocated the Closing Date and signed by a duly authorized officer of Purchaser, certifying that (A) each of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied, (B) attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) A duly executed amended and restated limited liability company agreement of the Company reflecting the redemption of the membership interests of all Members other than the Purchaser; and (iv) such other documents or instruments as the Company may reasonably request and are reasonably necessary to each Seller in accordance with such Seller’s Pro Rata Share, as shown in consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative FSH shall deliver to Holdings Parent the following: (i) all stock certificates held the Pledge and Escrow Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingMember Representative; (ii) such resignations of the directors, managers and officers of each Company as are contemplated by Section 5.06; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target CompanyFSH, that each of the conditions set forth in Section 8.2(a7.02(a) and Section 8.2(b7.02(b) have been satisfied; (iiiiv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FSH certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company FSH Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby and (2) the Written Consent, and (bB) all such resolutions and the Written Consent are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FSH certifying the names and signatures of the officers of the Target Company FSH authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vvi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target each Company is incorporated or organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6, as applicable; (vii) the FIRPTA StatementStatements; (viii) an updated version of Schedule 2.14 that reflects all insurance policies of FSIC that are in full force and effect as of the Closing Date; (ix) the Consideration Spreadsheet; and (viiix) such other documents or instruments as Holdings Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings Parent shall deliver (or cause to Seller Representative be delivered) to FSH (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller Pledge and in the principal amounts set forth in the Consideration Spreadsheet, Escrow Agreement duly executed by HoldingsParent; (ii) stock certificates representing the portion of Holdings Equity allocated Escrow Shares to each Seller the Escrow Agent; (iii) the Closing Merger Consideration minus the Escrow Shares to the Exchange Agent, to be distributed to the FSH Members in accordance with this Agreement upon the FSH Members (A) duly completing and validly executing a letter of transmittal in substantially the form attached hereto as Exhibit B (a “Letter of Transmittal”) and (B) complying with instructions of the Exchange Agent, in each case to effect the surrender of Certificates in exchange for the applicable portion of Merger Consideration pursuant to Section 2.08(b) (with any amounts or shares remaining unclaimed by FSH Members two (2) years after the Effective Time (or such Seller’s Pro Rata Shareearlier date, immediately prior to such time when the amounts or shares would otherwise escheat to or become property of any Governmental Authority) to become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto); (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and the sole member of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (vii) such other documents or instruments as shown in FSH reasonably requests and are reasonably necessary to consummate the Consideration Spreadsheet;transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, MAII and the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held a certificate of the secretary or assistant secretary of the Company, certifying (A) as to the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Sellers representing Company hereunder, (B) that a true, correct and complete copy of the Sharesarticles of organization of the Company is attached, to and (C) that a true, correct and complete copy of the extent such Shares are certificated at bylaws of the time of ClosingCompany is attached; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer certificate of the Target Companysecretary or assistant secretary of MAII, that each certifying (A) as to the names and true signatures of the conditions set forth in Section 8.2(aofficers of MAII authorized to sign this Agreement and the other documents to be delivered by MAII hereunder, (B) that a true, correct and Section 8.2(bcomplete copy of the articles of incorporation of MAII is attached, and (C) have been satisfiedthat a true, correct and complete copy of the bylaws of MAII is attached; (iii) a certificate copies of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true resolutions unanimously and complete copies of all resolutions duly adopted by MAII's and the Target Company Board Company's boards of directors, authorizing the execution, delivery and performance by MAII and the Company of this Agreement and the Ancillary Documents Agreement, and the consummation of all of the other transactions contemplated hereby hereunder and therebythereunder, certified as of the Closing Date by the secretary or assistant secretary of MAII and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCompany, as applicable; (iv) a certificate dated as of the Secretary (or equivalent officer) Closing Date from an officer of the Target Company certifying the names and signatures each of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents MAII and the other documents to be delivered hereunder and thereunderCompany stating that the conditions specified in Section 5.3 have been fully satisfied or waived by Holdings; (v) a certificate of good standing certificate (or its equivalent) from and existence form the secretary Secretaries of state or similar Governmental Authority State of the jurisdiction under State of Delaware and Nevada, each of a recent date, with respect to MAII and the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementCompany; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementapplicable. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to MAII of the followingfollowing in form and substance satisfactory to MAII: (i) each a certificate of the Promissory Notes made payable secretary or assistant secretary of Holdings, certifying (A) as to each Seller the names and in true signatures of the principal amounts set forth in officers of Holdings authorized to sign this Agreement and the Consideration Spreadsheetother documents to be delivered by Holdings hereunder, duly executed by Holdings(B) that a true, correct and complete copy of the articles of incorporation of Holdings is attached, and (C) that a true, correct and complete copy of the bylaws of Holdings is attached; (ii) stock certificates copies of the resolutions unanimously and duly adopted by Holdings' and CAI's boards of directors authorizing the execution, delivery and performance by Holdings of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary or assistant secretary of Holdings; (iii) a certificate dated as of the Closing Date from an officer of each of CAI and Holdings stating that the conditions specified in section 5.2 have been fully satisfied or waived by MAII and the Company; (iv) a certificate representing the portion 8,250,000 shares of Holdings Equity allocated Common Stock; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Delaware and Nevada, each of a recent date, with respect to each Seller in accordance with such Seller’s Pro Rata ShareHoldings and CAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company and HoldCo will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to SPAC Successor, a certificate signed by an officer of the Sellers representing Company, solely in his or her capacity as such, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closing;conditions specified in Section 11.2(a), Section 11.2(b), Section 11.2(c) and Section 11.2(d) have been fulfilled; and (ii) a certificateto SPAC Successor, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Investor Rights Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated duly executed by this AgreementHoldCo. (b) At the Closing, Holdings shall SPAC Successor will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each to the Company, a certificate signed by an officer of SPAC Successor, solely in his or her capacity as such, dated as of the Promissory Notes made payable Closing Date, certifying that, to each Seller the knowledge and belief of such officer, the conditions specified in Section 11.3(a), Section 11.3(b), and Section 11.3(c) have been fulfilled; and (ii) to the principal amounts set forth in Company, the Consideration SpreadsheetInvestor Rights Agreement, duly executed by Holdings;the Sponsor. (c) At least five (5) Business Days prior to the Closing Date, the Company shall cause the Chief Financial Officer of the Company, solely in his or her capacity as such, to deliver to SPAC a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth: (i) the Company’s good faith estimate of the Transaction Expenses, including reasonable supporting materials for the amount of each item included in Transaction Expenses, and (ii) stock certificates representing the portion Payment Spreadsheet and the Rollover Spreadsheet. (d) SPAC shall cause the Chief Financial Officer of Holdings Equity allocated SPAC, solely in his or her capacity as such, to deliver to the Company a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth SPAC’s good faith estimate of (i) at least five (5) Business Days prior to the Closing Date, the SPAC Transaction Expenses, including reasonable supporting materials for the amount of each Seller item included in accordance SPAC Transaction Expenses and (ii) at least two (2) Business Days prior to the Closing Date, (x) the SPAC Share Redemption Amount and (y) Closing Available Cash. (e) On the Closing Date, substantially concurrently with such Seller’s Pro Rata Sharethe Merger Effective Time, the Surviving Company shall pay or cause to be paid, by wire transfer of immediately available funds, upon the release of proceeds from the Trust Account, (x) all transaction expenses of SPAC (which shall include any outstanding amounts under any Working Capital Loans) that are accrued and unpaid (“SPAC Transaction Expenses”), as shown set forth on a written statement to be delivered by SPAC to the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing, and (y) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to SPAC by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any such payment of Unpaid Transaction Expenses shall be treated as having been made on behalf of the Person that incurred such Unpaid Transaction Expenses and result after Closing in an intercompany obligation from such Person to the Consideration Spreadsheet;Surviving Company; provided, further, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver or cause to Holdings be delivered to Investor the following: (i) all stock certificates held a copy of the Company’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish and credit, on an expedited basis, a restricted book entry at such Transfer Agent evidencing the Common Shares in a segregated account established by the Sellers representing Transfer Agent for the Shares, to Investor’s benefit and registered in the extent such Shares are certificated at the time name of ClosingInvestor; (ii) a certificate, dated duly executed Transfer Agent Instructions acknowledged by the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied’s transfer agent; (iii) a certificate an opinion of ▇▇▇▇▇ Day, counsel for the Company (“Company Counsel”), dated as of the Secretary (or equivalent officer) of Closing Date, in substantially the Target Company certifying that (a) form attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereto as Exhibit B; (iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3.1(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Investor, (B) the certificate of incorporation, and (C) the Secretary (or equivalent officer) bylaws, each as in effect as of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderClosing Date; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Special Committee of the jurisdiction under Board of Directors of the Laws Company shall have received on the date of this Agreement the opinion of Deutsche Bank Securities Inc. as investment bankers that, as of the date of such opinion, and subject to the assumptions made, matters considered and limits of review set forth therein, the $165,375,000 cash purchase price in which the Target Company Acquisition Agreement, subject to potential downward adjustments based on closing net working capital and net cash amounts, as described in Section 2.3 of the Acquisition Agreement, is organizedfair, from a financial point of view, to SunPower; (vi) a written waiver or amendment to the Consideration Spreadsheet contemplated in Section 2.6;Company’s Revolving Credit Agreement, dated as of September 27, 2011, among the Company and the Lenders named therein (the “Credit Agreement”) on terms reasonably acceptable to Investor sufficient to ensure no default or event of default under the credit Agreement is continuing; and (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary relating to consummate the transactions contemplated by this AgreementAgreement as Investor or its counsel may reasonably request. (b) At the Closing, Holdings Investor shall deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Company the following: (i) each of The Purchase Price, by wire transfer to an account designated in writing to such Investor by the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with Company for such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;purpose.

Closing Deliverables. (a) At or prior to the Company Share Distribution Closing, (i) the Seller Representative BJF Personal Representatives shall deliver to Holdings the following: (i) all LDK and BZF, respectively, stock certificates held by evidencing the Sellers representing the LDK Additional Company Shares and BZF Additional Company Shares, to the extent such Shares are certificated at the time respectively, free and clear of Closing; all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a certificate, dated properly completed certificate reasonably acceptable to the Closing Date BJF Personal Representatives and signed by a duly authorized officer of the Target Company, in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of the conditions set forth LDK and BZF, respectively, is not a “foreign person” as defined in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate 1445 of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCode. (b) At the BZF Company Share Acquisition Closing, Holdings (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to Seller Representative NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or such other Person manner as may be specified herein) agreed between the following: (i) each of applicable Parties prior to the Promissory Notes made payable to each Seller and in Applicable Closing Date, the principal amounts set forth in the Consideration SpreadsheetBZF Repayment Amount, duly executed by Holdings; (ii) BZF shall deliver to NASCAR (A) stock certificates representing evidencing the portion BZF Company Shares, free and clear of Holdings Equity allocated all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to each Seller NASCAR and in accordance with such Seller’s Pro Rata Shareform and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as shown agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the Consideration Spreadsheet;BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company or the Sellers, as applicable, will deliver to Holdings Buyer: (a) the followingoriginal share certificates representing the Shares in the name of the Sellers, together with valid share transfer forms in respect of the Shares, duly executed by the Sellers in favour of Buyer together with a working sheet signed by a director or secretary of the Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Stamp Duty Branch of the Inland Revenue Authority of Singapore for the purpose of assessing the Stamp Duty payable on a transfer of shares; (b) certified true copies of the resolutions passed by the Board of Directors of the Company: (i) all stock certificates held by approving the Sellers representing transfer of the Shares, Shares to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificate, dated authorising the Closing Date and signed by a duly authorized officer issue of new share certificates in respect of the Target Company, that each Shares in favour of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedBuyer; (iii) a certificate approving the entry of the Secretary (or equivalent officer) name of Buyer into the register of members of the Target Company certifying that (a) attached thereto are true and complete copies as the holder of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement Shares and the Ancillary Documents and the consummation making of such other entries into other corporate records of the transactions contemplated hereby Company as may be necessary to effectuate and thereby, and (b) such resolutions are in full force and effect and are all reflect the resolutions adopted in connection with the transactions contemplated hereby and therebyAcquisition; (iv) a certificate effecting and accepting the resignation of the Secretary (or equivalent officerdirectors, officers and secretary(ies) of the Target Company certifying Company, with effect from the names Closing and signatures appointing as its directors, officers and secretary(ies) of the officers of the Target Company authorized to sign this AgreementCompany, the Ancillary Documents and person(s) nominated by Buyer as notified to the other documents to be delivered hereunder and thereunder;Sellers in writing, with effect from the Closing Date; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority revoking all existing authorities to banks in respect of the jurisdiction under the Laws operation of its bank accounts and giving authority in which the Target Company is organizedfavour of such persons as Buyer may nominate to operate such accounts; (vic) certified true copies of the Consideration Spreadsheet contemplated in Section 2.6;resolutions passed by the Board of Directors of each Seller that is not an individual (if applicable): (viii) approving the FIRPTA Statementsale of the Shares held by such Seller to Buyer; and (viiiii) authorising the execution by such Seller of all other documents and agreements ancillary or instruments as Holdings reasonably requests pursuant thereto or in connection therewith, and are reasonably necessary to consummate the transactions contemplated by this Agreement.execution thereof (where necessary) under the common seal of such Seller; (bd) At a letter duly signed by each officer, secretary or director of the Company (the “Company Officers”) tendering his or her resignation as officer, secretary or director of the Company and/or all offices or places of profit under the Company, to be effective as of the Closing, Holdings shall deliver in the form attached hereto as Exhibit E (the “Director and Officer Resignation Letter”); (e) deeds executed by the Sellers and each of the Company Officers confirming that they each have no claim against the Company (including without limitation, in respect of the Company Officers, for compensation for loss of office, but excluding indemnity obligations of the Company to Seller Representative the Company Officers under the articles of association and bylaws (or similar organizational documents) of the Company or any insurance policy maintained by the Company for the benefit of the Company Officers (“Inchoate Indemnity Claims”)) and if there are any claims that they shall release and disclaim all their rights to such other Person claims, which deeds shall be substantially in the form attached hereto as Exhibit H (the “Deed of Confirmation and Release”); (f) such waivers or consents as may be specified hereinnecessary to enable Buyer to be registered in the register of members of the Company as holder of any and all of the Shares; (g) the following:certificates of title, title deeds, leases and tenancy agreements and all other documentation relating to the Property; (h) all financial, accounting and tax records of the Company (including, without limitation, all management accounts, correspondence with government, governmental agencies, statutory bodies or revenue authorities, banks and other financiers, customers and vendors for the Company); (i) each the notice of incorporation, common seals, the memorandum and articles of association, cheque books and all statutory and other books and records and current business registration certificates and business licences of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, Company (duly executed by Holdingswritten up-to-date); (j) a list of all bank accounts maintained by the Company; (k) bank statements of all bank accounts of the Company as at the Close of Business on the last Business Day prior to the Closing Date, together with directions, in the agreed form, varying and/or replacing the mandates given to such banks by the Company; (l) an acknowledgment in the agreed form from the Sellers that there is no Indebtedness owing at Closing from the Company to any Sellers and that all Seller-Related Guarantees have been fully and completely discharged as at Closing. For the purposes of this provision, “Seller-Related Guarantees” means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature whatsoever: (i) given to any third party by the Company in respect of any Liability of the Seller or (ii) stock certificates representing the portion of Holdings Equity allocated given to each any third party by any Seller in accordance with such Seller’s Pro Rata Share, as shown in respect of any Liability of the Consideration Spreadsheet;Company; and

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Securities in the names of the Purchasers by book-entry statement from the Sellers representing Transfer Agent (in the Shares, to name of such Purchaser as set forth on the extent such Shares are certificated at the time of ClosingStock Issuance Questionnaire included as Exhibit C hereto); (ii) a certificatelegal opinion of Company Counsel, dated as of the Closing Date and signed in form and substance reasonably satisfactory to the Purchasers, executed by a duly authorized officer of such counsel and addressed to the Target Company, that each of Purchasers and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPlacement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the number of Securities set forth opposite the name of such Purchaser under the heading “Number of Securities Purchased” on Annex A attached hereto, registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Common Shares and the Conversion Shares and shall have received confirmation from Nasdaq that it has completed its review of such form with no objections to the transactions contemplated in the Transaction Documents; (vi) a certificate of the Secretary (or equivalent officer) of the Target Company (the “Secretary’s Certificate”), dated as of the Closing Date, (A) certifying that (a) attached thereto are true and complete copies of all the resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of Directors or a duly authorized committee thereof approving the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign by this Agreement, the Ancillary other Transaction Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority issuance of the jurisdiction under Securities and the Laws Conversion Shares, (B) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in which substantially the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6form attached hereto as Exhibit E; (vii) the FIRPTA StatementCompliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (viiix) such other documents or instruments a certified copy of the Certificate of Designation, as Holdings reasonably requests and are reasonably necessary to consummate filed with the transactions contemplated by this AgreementSecretary of State of the State of Delaware. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller its Subscription Amount, in accordance with such Seller’s Pro Rata ShareUnited States dollars and in immediately available funds, as shown in the Consideration Spreadsheetamount set forth in the “Aggregate Purchase Price” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such ▇▇▇▇▇▇▇▇▇; and (iv) a fully completed and duly executed Stock Issuance Questionnaire in the form attached hereto as Exhibit C.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative EchoStar Parties shall deliver make, or cause to Holdings be made, the followingfollowing deliveries in the following manner: (i) all stock EchoStar shall deliver to DNLLC certificates held by the Sellers representing the EchoStar Tracking Stock Consideration Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated HSSC shall deliver to DOLLC certificates representing the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedHSSC Tracking Stock Consideration Shares; (iii) HSSC shall deliver to DOLLC a certificate duly executed counterpart to the ▇▇▇▇ of Sale; and (iv) The EchoStar Parties shall deliver to the DISH Parties evidence that (A) the EchoStar Tracking Stock COD has been duly filed with the Secretary of State of the Secretary (or equivalent officer) State of Nevada in accordance with the laws of the Target Company certifying that (a) attached thereto are true State of Nevada and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are is in full force and effect and are all as of the resolutions adopted in connection Closing, (B) the HSSC Tracking Stock COD has been duly filed with the transactions contemplated hereby and thereby; (iv) a certificate Secretary of State of the Secretary (or equivalent officer) State of Colorado in accordance with the laws of the Target Company certifying the names State of Colorado and signatures is in full force and effect as of the officers Closing and (C) the Tracking Stock Policy has been adopted and is in full force and effect as of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementClosing. (b) At the Closing, Holdings the DISH Parties shall deliver make, or cause to Seller Representative (or such other Person as may be specified herein) made, the followingfollowing deliveries in the following manner: (i) each DOLLC shall deliver to HSSC a duly executed counterpart to the ▇▇▇▇ of Sale. (c) At the Closing: (i) the DISH Parties shall receive a tax opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the DISH Parties, dated the Closing Date, to the effect that the Merger should be treated as a reorganization within the meaning of Section 368(a) of the Promissory Notes made payable Code and *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to each Seller a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. that the Contributions should be treated as tax-free contributions within the meaning of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to receive and in rely upon tax representation letters reasonably requested by such counsel and delivered by officers of the principal amounts set forth in DISH Parties and the Consideration Spreadsheet, duly executed by Holdings;EchoStar Parties. (ii) stock certificates representing The EchoStar Parties shall receive a tax opinion from White & Case LLP, counsel to the portion EchoStar Parties, dated the Closing Date, to the effect that the Merger should be treated as a reorganization within the meaning of Holdings Equity allocated Section 368(a) of the Code and that the Contributions should be treated as tax-free contributions within the meaning of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to each Seller receive and rely upon tax representation letters reasonably requested by such counsel and delivered by officers of the DISH Parties and the EchoStar Parties. (d) At or prior to the Closing, DOLLC shall transfer to HSSC, by wire transfer of immediately available funds to the account specified by HSSC to DOLLC, an amount in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;cash equal to $11,404,000.00.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Advisor Parent shall deliver to Holdings the following: GNL (i) all stock certificates held by payment of the Sellers representing the SharesEstimated Advisor Closing Amount pursuant to Section 2.2(b), to the extent such Shares are certificated at the time of Closing; if any, (ii) a certificate, dated the Closing Date duly signed and signed by a duly authorized officer copy of the Target Company, that each of Registration Rights and Stockholders Agreement in the conditions set forth in Section 8.2(a) form attached hereto as Exhibit A (the “Registration Rights and Section 8.2(b) have been satisfied; Stockholders Agreement”); (iii) a certificate duly signed and authorized copy the Assignment and Assumption Agreement; (iv) duly signed and authorized copies of the Secretary Confidentiality, Non-Competition and Non-Solicitation Agreements between GNL and each of N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and E▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇., each in the form attached hereto as Exhibit B (or equivalent officerthe “Non-Competition Agreements”); (v) of the Target Company certifying evidence, reasonably satisfactory to GNL, that all Related Party Agreements have been terminated; (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivvi) a certificate of the Secretary (or equivalent officer) good standing for each of the Target Company certifying the names LLCs issued by its jurisdiction of incorporation; and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) a duly executed and validly completed U.S. IRS Form W-9 from the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementsole owner of Advisor Parent that is a regarded entity for U.S. federal income tax purposes. (b) At the Closing, Holdings GNL shall deliver deliver, or cause to Seller Representative (be delivered, to Advisor Parent or such other Person as may be specified herein) the following: its designee (i) each in consideration of the Promissory Notes made payable conversion of the membership interests of the Target LLCs pursuant to each Seller and Section 2.1(a), the applicable Merger Consideration (consisting of, in the principal amounts set forth in aggregate, the Aggregate Cash Consideration Spreadsheet, duly executed by Holdings; and the Aggregate Share Consideration); (ii) stock certificates representing payment of the portion Estimated GNL Closing Amount pursuant to Section 2.2(b), if any, (iii) duly signed and authorized copies of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Non-Competition Agreements; and (iv) a duly signed and authorized copy of the Registration Rights and Shareholders Agreement.

Closing Deliverables. The sale, conveyance, and transfer of the Transferred Poles shall be consummated at the Closing. Buyer’s Net Payment shall be paid over to Seller at the Closing in accordance with the terms of Section 2.2 hereof. Each of the following documents (including this Agreement and collectively, the “Transaction Documents”) shall be delivered by the Parties at the Closing and dated as of the Closing Date (unless otherwise indicated): (a) At or prior a ▇▇▇▇ of Sale evidencing the sale, conveyance, assignment and transfer of the Transferred Poles in the form of Exhibit A attached hereto; (b) a “Pole Attachment Agreement” effective on the Closing Date, in a form and in substance reasonably acceptable to the ClosingParties; (c) a final, non-appealable Order of the Seller Representative shall deliver New Hampshire Public Utilities Commission (the “NHPUC”), free and clear of all contingencies or conditions acceptable to Holdings the followingParties and Seller’s secured creditors, granting all necessary, final and non-appealable asset transfer and cost recovery approvals acceptable to Buyer, related to the sale of the Transferred Poles (the “NHPUC Order”); (d) Certificate of Officer of each Party to the effect that the Transaction Documents: (i) have been duly authorized by all stock certificates held necessary corporate or company action, and (ii) have been signed by the Sellers representing the Sharesa duly authorized representative of each respective Party who has been vested with all necessary authority to execute said Transaction Documents; (e) Pole Transfer Assignment Notice satisfying RSA 231:170, to be filed by Buyer at closing with the extent such Shares clerks in all municipalities where Transferred Pole interests are certificated located; and (f) An assignment of all pole and other licenses, easements, and other documentation of Seller’s interests in and rights to maintain the Transferred Poles that are in its possession at the time of Closing; (ii) a certificate, dated which records shall be made available for Buyer’s review upon the Closing Effective Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, along with any miscellaneous document or certification not referenced hereunder which may be determined by the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments Parties as Holdings reasonably requests and are reasonably necessary to consummate effectuate the transactions contemplated by terms of this Agreement. (bg) At Evidence of CCI’s notification to all third party attachers who hold valid licenses to attach to the ClosingTransferred Poles, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller transfer of ownership interests therein and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion assignment of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharerights under said attachment agreements, as shown in the Consideration Spreadsheet;including but not limited to rights of billing and collection.

Closing Deliverables. (a) At Intrepid Mining shall deliver, or prior cause to the Closingbe delivered, the Seller Representative shall deliver following to Holdings the followingIntrepid Potash at Closing: (i) all stock certificates held by instruments of transfer conveying the Sellers representing the Sharesoutstanding membership interests of each of Intrepid New Mexico, to the extent such Shares are certificated at the time of ClosingIntrepid Moab, Intrepid Wendover, ▇▇ ▇▇▇▇▇▇, Moab Pipeline and Intrepid Aviation; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer an executed copy of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedFourth Amendment; (iii) a certificate all documents, certificates and agreements necessary to transfer the Exchanged Assets to Intrepid Potash, including: (1) bills of sale, transfers of title, assignments and general conveyances, in form and substance reasonably satisfactory to Intrepid Potash, dated the Secretary Closing Date; and (or equivalent officer2) of the Target Company certifying that (a) attached thereto are true and complete copies assignments of all resolutions adopted by contracts, intellectual property, permits and any other agreements and instruments constituting Exchanged Assets, dated the Target Company Board authorizing the executionClosing Date, delivery assigning to Intrepid Potash all of Intrepid Mining’s right, title and performance of this Agreement interest therein and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;thereto; and (iv) a certificate such other documents, instruments or certificates, in form and substance reasonably satisfactory to Intrepid Potash, as Intrepid Potash may reasonably request in order to effect and evidence the contribution, assignment, transfer and conveyance of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized Exchanged Assets to sign this Agreement, the Ancillary Documents Intrepid Potash and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At Intrepid Potash shall deliver, or cause to be delivered, the following to Intrepid Mining at Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each the Cash Portion of the Promissory Notes made payable Exchange Consideration by wire transfer of immediately available funds to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed an account designated by HoldingsIntrepid Mining; (ii) an executed copy of the Fourth Amendment; (iii) one or more stock certificates in the name of Intrepid Mining representing the portion Stock Portion of Holdings Equity allocated the Exchange Consideration; and (iv) instruments of assumption and such other documents, in form and substance reasonably satisfactory to each Seller in accordance with such Seller’s Pro Rata ShareIntrepid Mining, as shown Intrepid Mining may reasonably request in order to effect and evidence Intrepid Potash’s assumption of the Consideration Spreadsheet;Assumed Liabilities and the other transactions contemplated by this Agreement.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver Company will have delivered or caused to be delivered to Holdings all of the followingfollowing in form and substance satisfactory to Holdings: (i) all stock certificates held copies of the resolutions unanimously and duly adopted by the Sellers representing Company's managers, authorizing the Sharesexecution, to delivery and performance by the extent such Shares are certificated at Company of this Agreement, and the time consummation of Closingall of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of the Company; (ii) a certificate, certificate dated as of the Closing Date and signed by a duly authorized from an officer or manager of the Target Company, that Company and from each of the Members stating that the conditions set forth specified in Section 8.2(a) and Section 8.2(b) 5.3 have been satisfied;fully satisfied or waived by the Company and the Members, as applicable; and (iii) a certificate of good standing and existence form the Secretary (or equivalent officer) of State of the Target Company certifying that (a) attached thereto are true and complete copies State of all resolutions adopted by Texas, of a recent date, with respect to the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementCompany. (b) At the Closing, Holdings shall deliver will have delivered or caused to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany and the Members each of the following in form and substance satisfactory to the Company and the Members: (i) each a certificate of the Promissory Notes made payable to each Seller secretary of Holdings and in GAI, certifying (A) that a true, correct and complete copy of the principal amounts set forth in articles of incorporation of Holdings and articles of organization of GAI, respectively, is attached, and (B) that a true, correct and complete copy of the Consideration Spreadsheetbylaws of Holdings and the regulations of GAI, duly executed by Holdingsrespectively, is attached; (ii) stock copies of the resolutions unanimously and duly adopted by the board of directors of Holdings and the managers of GAI, respectively, authorizing the execution, delivery and performance by Holdings and GAI of this Agreement, and the consummation of all of the other transactions hereunder and thereunder, certified as of the Closing Date by the secretary of Holdings and GAI, as applicable; (iii) a certificate dated as of the Closing Date from an officer of each of GAI and Holdings and the Holdings Shareholder stating that the conditions specified in section 5.2 have been fully satisfied or waived by GAI, Holdings and the Holdings Shareholders, as applicable; (iv) certificates representing the portion an aggregate of 1,465,200 shares of Holdings Equity allocated Common Stock, issued to each Seller the Members in accordance with such Seller’s Pro Rata ShareSection 2.5(b) above; and (v) a certificate of existence and good standing from the Secretaries of State of the States of Colorado and Texas, each of a recent date, with respect to Holdings and GAI, as shown in the Consideration Spreadsheet;applicable.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Shares in the names of the Purchasers by book-entry statement from the Sellers representing Transfer Agent (in the Shares, to name of such Purchaser as set forth on the extent such Shares are certificated at the time of ClosingStock Issuance Questionnaire included as Exhibit E hereto); (ii) a certificateif applicable, dated for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, electronic copies of the Pre-Funded Warrants, if applicable, executed by the Company and registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares calculated in accordance with Section 2.1, on the terms set forth therein, with the original Pre-Funded Warrants, delivered within five (5) Business Days after the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedDate; (iii) a certificate legal opinion of Company Counsel and/or Nevada Counsel, dated as of the Secretary (or equivalent officer) of Closing Date and in form and substance reasonably satisfactory to the Target Company certifying that (a) attached thereto are true Placement Agents, executed by such counsel and complete copies of all resolutions adopted by addressed to the Target Company Board authorizing the execution, delivery and performance of this Agreement Purchasers and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyPlacement Agents; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the Shares to be issued to each Purchaser, registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (vi) a copy of the Notification Form: Listing of Additional Shares for the listing of the Shares and Warrant Shares filed by the Company with Nasdaq; (vii) a certificate of the Secretary (or equivalent officer) of the Target Company (the “Secretary’s Certificate”), dated as of the Closing Date, (A) certifying the names and signatures resolutions adopted by the Board of the officers of the Target Company Directors or a duly authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Securities, (B) certifying the current versions of the Articles of Incorporation and Bylaws (as each term is defined below) and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (viii) the Compliance Certificate referred to in Section 5.1(i). (ix) a certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Nevada, as of a date within three (3) Business Days of the Closing Date; and (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller its Subscription Amount in accordance with Section 2.2(b), if applicable; (iii) its Convertible Note(s) in accordance with Section 2.2(c), if applicable; (iv) the Registration Rights Agreement, duly executed by such Seller’s Pro Rata Share, as shown P▇▇▇▇▇▇▇▇; and (v) a fully completed Stock Issuance Questionnaire in the Consideration Spreadsheet;form attached hereto as Exhibit D.

Closing Deliverables. (a) At or prior Subject to the terms and conditions of this Agreement, at the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) appropriate instruments of transfer, conveyance, sale and assignment in respect of the Purchased Assets, consisting of bills of sale, assignments, confirmation of notices sent to third parties holding any Purchased Assets, and such other good and sufficient instruments of conveyance and transfer (including, without limitation, any consents thereto by third parties necessary to make the same valid and effective, whether under any Assigned Contract or otherwise), in such form and containing such terms and provisions as Buyer may reasonably request, as shall be necessary to vest in Buyer all stock certificates held by the Sellers representing the Sharesright, title and interest in and to the extent such Shares are certificated at the time Purchased Assets free and clear of Closingany and all Encumbrances whatsoever; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller and any certificate required by Section 1446 of the Code; (iii) the Tax Clearance Certificates and evidence, satisfactory to Buyer, of any required notifications described in Section 5.05(f); (iv) a certificate, dated as of the Closing Date and signed executed on behalf of each Seller Party by a duly authorized officer of its respective Chief Executive Officer, to the Target Company, effect that each of the conditions set forth in Section 8.2(aSections 6.01(a), 6.01(b) and Section 8.2(b6.01(c) have has been satisfied; (iiiv) a certificate of an officer of each Seller Party certifying as to (A) the Secretary (or equivalent officer) resolutions of the Target Company certifying that (a) attached thereto are true board of directors or managers of such Seller Party, as applicable, duly adopted and complete copies of all resolutions adopted by the Target Company Board authorizing in effect, which authorize the execution, delivery and performance of this Agreement and the Ancillary Documents transactions contemplated hereby, (B) the resolutions of the holders of the requisite voting power of the owners of such Seller Party, duly adopted and the consummation of in effect, which authorize the transactions contemplated hereby and therebyhereby, and (bC) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company such Seller Party authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedhereunder; (vi) the Consideration Spreadsheet License and evidence of approval from the CCC with respect to the Change of Ownership and Control Request (“COCR”) in relation to the License that will result from the consummation of the transactions contemplated in Section 2.6hereby (the “CCC Approval”); (vii) a Notice to Commence Operations at the FIRPTA StatementPremises from the CCC; (viii) the HCA, and the written consent from the City of Worcester to the assignment of the HCA or other evidence showing an HCA between the City of Worcester and Buyer and all other approvals, consents or waivers from the CCC or any other governmental authority necessary in order to permit the consummation of the Closing and the transactions contemplated hereunder or required for Buyer to operate the License, in each case in form and substance acceptable to Buyer; (ix) the Lease, written consent from the Landlord to the assignment of the Lease, and assignment of said Lease from Tenant to Buyer, in each case in form and substance acceptable to Buyer; (x) an accredited investor questionnaire substantially in the form attached hereto as Exhibit A (the “Accredited Investor Questionnaire”); and (viiixi) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests and are reasonably necessary may be required to consummate the transactions contemplated by give effect to this Agreement. (b) At the Closing, Holdings Buyer shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, the following: (i) each of the Promissory Notes made payable to each Seller Share Consideration (less the Share Consideration Holdback) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingscertificates representing such Buyer Shares; (ii) stock certificates representing the portion Closing Payment by wire transfer of Holdings Equity allocated to each Seller immediately available funds in accordance with such wire transfer instructions provided by Seller’s Pro Rata Share, as shown ; and (iii) the instruments described in the Consideration Spreadsheet;Section 2.02(a)(i) duly executed by Buyer.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings the followingParent: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingPayoff Documents; (ii) a certificatethe resignations of each officer, dated director or manager, as the Closing Date and signed by a duly authorized officer case may be, of the Target Company, that each Company and its Subsidiaries and Blocker set forth on Schedule 2.7(a)(ii) of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedCompany Disclosure Schedule; (iii) a certificate duly executed counterpart of each Ancillary Agreement to be executed at the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyClosing; (iv) a certificate releases of the Secretary (or equivalent officerall Encumbrances set forth on Schedule 2.7(a)(iv) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderDisclosure Schedule; (v) a good standing certificate evidence reasonably satisfactory to Parent that the agreements to be terminated pursuant to Section 5.13 have been duly terminated with no liability (of any nature) to Parent, the Company, its Subsidiaries or its equivalent) from the secretary of state Blocker or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;their successor entities; and (vi) a certificate from each of the Consideration Spreadsheet contemplated Company and Blocker reasonably acceptable to Parent, certifying under penalties of perjury in accordance with Section 2.6; 1445 of the Code that each is not, and has not been within any applicable period, (viii) with respect to Blocker a U.S. real property holding corporation and (ii) with respect to the FIRPTA Statement; and (viii) Company, a Partnership in which fifty percent or more of the value of the gross assets consist of U.S. real property interests, and ninety percent or more of the value of the gross assets consists of U.S. real property interests plus any cash or cash equivalents, each together with a duly executed notice of such other documents or instruments as Holdings reasonably requests and are reasonably necessary certification to consummate be mailed to the transactions contemplated Internal Revenue Service by this AgreementParent following the Closing. (b) At the Closing, Holdings Parent shall deliver to Seller Representative (or such other Person as may be specified herein) the followingCompany: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, a duly executed by Holdingscounterpart of each Ancillary Agreement to be executed at the Closing; (ii) stock certificates representing evidence reasonably satisfactory to the portion Company that the Warrant Exchange has been completed or will be completed substantially contemporaneously with the Closing; (iii) a resignation letter for each director of Holdings Equity allocated Parent other than any director of Parent designated to each Seller in accordance continue serving on the Board of Directors pursuant to the Stockholders Agreement; and (iv) evidence reasonably satisfactory to the Company that the agreements to be terminated pursuant to Section 5.13 have been duly terminated with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;no liability (of any nature) to Parent.

Closing Deliverables. At the Closing: (a) At or prior to the Closing, the Seller Representative Purchaser shall deliver or cause to Holdings the followingbe delivered to Sellers: (i) a payment as per paragraph 2.5(a), which shall be delivered via Wife transfer of immediately available funds to an account designated by Sellers in advance thereof; (ii) the Security Agreement, duly executed by Purchaser; (iii) a certificate, dated as of the date of the Closing and executed by an executive officer of Purchaser on behalf of Purchaser, certifying the resolutions of the board of directors of Purchaser approving the execution, delivery and implementation of this Agreement and of all stock certificates held documents to be delivered by Purchaser in connection with this Agreement and the transaction contemplated hereby or thereby; and (iv) all Transfer Documentation duly executed by Purchaser; (b) Sellers representing shall deliver or cause to be delivered to Purchaser: (i) the SharesSecurity Agreement, to the extent such Shares are certificated at the time of Closingduly executed by Sellers; (ii) a certificatecertificate from the Government Entity in jurisdictions in which the Sellers are organized, dated within five (5) Business Days prior to the Closing Date and signed by a duly authorized officer date of the Target CompanyClosing, and certifying that each of the conditions set forth said entities are in Section 8.2(a) and Section 8.2(b) have been satisfiedgood standing; (iii) a certificate confirmation that all patents forming part of the Secretary Purchased Assets are registered in the name of ICTV US and that all renewal fees then outstanding have been paid (or equivalent officerotherwise, the fees for the transfer and/or the renewal fees will be paid by Purchaser and added to the Closing Adjustments); (iv) certified copies of the Target Company certifying that (a) attached thereto are true and complete copies resolutions of all resolutions adopted by the Target Company Board directors of each Seller authorizing the execution, delivery and performance implementation of this Agreement and the Ancillary Documents of all documents to be delivered by Sellers in connection with this Agreement and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;; and (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetall Transfer Documentation not otherwise referenced above, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;Sellers.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative following documents shall deliver to Holdings be amended and restated, or shall become effective, at the followingtimes indicated below: (i) all stock certificates held Immediately following the transactions contemplated by ‎Section 2.1(a)(i), the Sellers representing partnership agreement of Canadian LP shall be amended and restated in the Shares, to the extent such Shares are certificated at the time form of ClosingExhibit J hereto; (ii) a certificateImmediately upon the Effective Time, dated the Topco Post-Closing Date Investor Rights Agreements shall become effective; and (iii) Immediately upon the Effective Time, the Registration Rights Agreement shall become effective; (b) At the Closing, the following documents shall be delivered by ▇▇▇ to Polaris and signed by a duly authorized officer Topco: (i) resignations of the Target Company, that each directors and officers of ▇▇▇; (ii) written evidence of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedtermination of all Contracts required pursuant to ‎Section 8.7; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company each of ▇▇▇ and Merger Sub certifying that (a1) attached thereto are true and complete copies of (A) all resolutions adopted by the Target Company ▇▇▇ Board or the board of directors of Merger Sub, as applicable, authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, including the Integration Transaction, and (bB) the vote of the stockholders of each of ▇▇▇ and Merger Sub approving the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;hereby, including the Integration Transaction; and (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority Agency of the jurisdiction under the Laws laws in which the Target Company ▇▇▇ is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At the Closing, Holdings the following documents shall deliver be delivered by Topco to Seller Representative (or such other Person as may be specified herein) the followingPolaris and ▇▇▇: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Transit, Topco, Canadian LP and CanHoldco certifying that (1) attached thereto are true and complete copies of (A) all resolutions adopted by the Promissory Notes made payable to boards of directors (or equivalent governing bodies) of each Seller of Transit, Topco, Canadian LP and CanHoldco authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Integration Transaction, and (B) resolutions of the stockholders (or, in the principal amounts set forth case of Canadian LP, the general partner) of each of Transit, Topco, Canadian LP and CanHoldco approving the Integration Transaction, including the Merger, and adopting this Agreement, and (2) all such resolutions are in full force and effect and are all the Consideration Spreadsheetresolutions adopted in connection with the transactions contemplated hereby, duly executed by Holdings;including the Integration Transaction; and (ii) stock certificates representing a good standing certificate (or its equivalent) from the portion secretary of Holdings Equity allocated to state or similar Governmental Agency of the jurisdiction under the laws in which each Seller in accordance with such Seller’s Pro Rata Shareof Transit, as shown in the Consideration Spreadsheet;Topco, Canadian LP, CanHoldco and Merger Sub is organized.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Sellers shall deliver to Holdings Buyer and Acquisition Sub the following: (i) all stock certificates held a bill of sale transferring the Purchased Assets to Acquisition Sub, in form and substance reasonably satisfactory to Buyer (the “Bill of Sale”), duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closingeach Seller; (ii) a certificate, dated an assignment and assumption agreement effecting the Closing Date assignment to and signed assumption by a duly authorized officer ▇▇▇▇▇ of the Target CompanyAssumed Liabilities, that in form and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”), duly executed by each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedSeller; (iii) copies of all consents, approvals, waivers and authorizations referred to in Schedule 4.02 of the disclosure schedules attached hereto (the “Disclosure Schedules”); (iv) a completed Internal Revenue Service Form W-9 for each Seller, duly executed by such Seller; (v) transfer documents in form and substance reasonably satisfactory to Buyer required to transfer the Company IP (collectively, the “Intellectual Property Assignment”), duly executed by each Seller; (vi) certificates of existence or good standing, as applicable, for each Seller from the Secretary of State of the state (or from the appropriate official of any other jurisdiction) of organization of each Seller and each other jurisdiction where a Seller is required by applicable law to be qualified to do business, dated not more than five Business Days prior to the Closing Date; (vii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of the Target Company each Seller certifying that as to (aA) attached thereto are true true, correct and complete attached copies of all the Organizational Documents of such Seller and (B) copies of the resolutions adopted by of the Target Company Board board of directors, or the equivalent thereof, of such Seller authorizing the execution, delivery and performance by such Seller of this Agreement and the Ancillary Documents each Seller Document, in form and the consummation substance reasonably satisfactory to Buyer; (viii) a payoff letter from each Person or Persons to whom any Indebtedness is owed, in each case indicating that, upon repayment of the transactions contemplated hereby and therebysuch Indebtedness, and (b) such resolutions are Indebtedness shall be paid in full force and such Person or Persons shall no longer have any Encumbrance on any Purchased Asset, together with UCC termination statements (or authorizations to file such UCC termination statements) and other terminations or releases that, in the reasonable discretion of Buyer, are necessary to evidence and effect the release of any and are all the resolutions adopted Encumbrances in connection with the transactions contemplated hereby and therebysuch Indebtedness; (ivix) a certificate an invoice or payoff statement from each Person or Persons to whom any amounts of the Secretary (or equivalent officer) of Seller Transaction Expenses are owed, including the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderwiring instructions for each such Person; (vx) a good standing certificate Tax clearance certificates for each Seller from those states or local taxing authorities as reasonably requested by ▇▇▇▇▇ (or its equivalent) from to the secretary of state or similar Governmental Authority of extent applicable), dated not more than 30 days prior to the jurisdiction under the Laws in which the Target Company is organizedClosing Date; (vixi) the Consideration Spreadsheet contemplated in Section 2.6; (viievidence of assignment of those Patents and Patent applications set forth on Schedule 3.02(a)(xi) the FIRPTA Statementto Sellers from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇; and (viiixii) such other documents customary instruments of transfer, assumption, filings or instruments documents, in form and substance reasonably satisfactory to Buyer, as Holdings reasonably requests may be required to give effect to this Agreement and are reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Buyer and Acquisition Sub (as applicable) shall deliver to Seller Representative (or such other Person as may be specified herein) Sellers the following: (i) each the Closing Shares shall be issued in the name of the Promissory Notes made payable to each Seller and in the principal amounts set forth uncertificated book-entry form made available through Buyer’s transfer agent (unless otherwise determined by Buyer in the Consideration Spreadsheet, duly executed by Holdingsits sole discretion) pursuant to Article II; (ii) stock certificates representing the portion Preferred Shares shall be issued in the name of Holdings Equity allocated to each Seller in accordance uncertificated book-entry form made available through Buyer’s transfer agent (unless otherwise determined by Buyer in its sole discretion) pursuant to Article II; (iii) a non-revocable letter to ▇▇▇▇▇’s transfer agent with such respect to the book-entry of the Closing Shares and the Preferred Shares, which letter cannot be amended without the prior written consent of the holders of a majority of the Closing Shares and Preferred Shares issued or issuable to Seller’s Pro Rata Sharestockholders pursuant to this Agreement; (iv) the Closing Cash; (v) evidence of its assumption of any Indebtedness and related fees with respect to that certain Indebtedness owed by the Sellers to Vertical Investors, as shown in the Consideration Spreadsheetform satisfactory to Sellers; (vi) the Bill of Sale, duly executed by Acquisition Sub; (vii) the Assignment and Assumption Agreement, duly executed by Acquisition Sub; and (viii) the Intellectual Property Assignment, duly executed by Acquisition Sub.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings Buyer the following: (i) all stock certificates held a ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Sellers representing Tangible Personal Property included in the Shares, Purchased Assets to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificatean assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated effecting the Closing Date assignment to and signed assumption by a duly authorized officer Buyer of the Target Company, that each of Purchased Assets and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAssumed Liabilities; (iii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the Target Company certifying that (a) attached thereto are true resolutions of the board of directors and complete copies the shareholders of all resolutions adopted by the Target Company Board authorizing Seller, which authorize the execution, delivery delivery, and performance of this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (iv) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price (less any amounts which may be withheld for outstanding Tax Liabilities); (ii) the Assignment and Assumption Agreement duly executed by Buyer; and (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (bB) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company Buyer authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA StatementTransaction Documents; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered: (i) all stock certificates held to Acquiror, a certificate signed by an officer of the Sellers representing Company, dated as of the SharesClosing Date, certifying that, to the extent knowledge and belief of such Shares are certificated at officer, the time of Closingconditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been fulfilled; (ii) a certificateto Acquiror, dated the Closing Date and signed by a duly authorized officer written resignations of all of the Target Company, that each directors of the conditions set forth Company (other than those Persons identified as the initial directors of the Initial Surviving Corporation, in accordance with the provisions of Section 8.2(a) 2.6 and Section 8.2(b) have been satisfied7.6), effective as of the First Effective Time; (iii) a certificate of to Acquiror, the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Registration Rights Agreement, duly executed by the Target Company Board authorizing the execution, delivery and performance each of this Agreement Company’s stockholders (and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (btheir Affiliates) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyparty thereto; (iv) a certificate to Acquiror, the Lock-Up Agreement, duly executed by each of the Secretary Key Holders listed in clause (or equivalent officera) of the Target Company certifying the names and signatures definition of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Key Holders; and (v) to Acquiror, a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority on behalf of the jurisdiction under Company, prepared in a manner consistent and in accordance with the Laws requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in which the Target Company is organized; (vi) is, or has been during the Consideration Spreadsheet contemplated relevant period specified in Section 2.6; (vii897(c)(1)(A)(ii) of the FIRPTA Statement; and (viiiCode, a “United States real property interest” within the meaning of Section 897(c) such other documents or instruments as Holdings reasonably requests of the Code, and are reasonably necessary a form of notice to consummate the transactions contemplated by this AgreementIRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Holdings shall Acquiror will deliver or cause to Seller Representative (or such other Person as may be specified herein) the followingdelivered: (i) each of to the Promissory Notes made payable Exchange Agent, the Aggregate Merger Consideration for further distribution to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsCompany’s stockholders pursuant to Section 3.2; (ii) stock certificates representing to the portion Company, a certificate signed by an officer of Holdings Equity allocated Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇, the Sponsor and its Affiliates party thereto; (iv) to the Company, the Lock-Up Agreement, duly executed by each Seller of the Key Holders listed in clause (b) of the definition of Key Holders; and (v) to the Company, the written resignations of all of the directors and officers of ▇▇▇▇▇▇▇▇ and First Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of the Initial Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the First Effective Time. (c) On the Closing Date, concurrently with the First Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses as set forth on the written statement to be delivered to the Company not less than three (3) Business Days prior to the Closing Date and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by Continental, the certified Taxpayer Identification Numbers of each payee; provided, that any accrued and unpaid Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such Selleremployee, independent contractor, officer or director through the Company’s Pro Rata Share, as shown in the Consideration Spreadsheet;payroll.

Closing Deliverables. (a) At The Company shall have adopted and filed with the Secretary of State of the State of Delaware on or prior before the Closing (as defined below) the Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) attached as Exhibit B hereto. The Company’s Amended and Restated Certificate of Incorporation, as amended by the Charter Amendment, shall be referred to herein as the “Amended Charter.” (b) Subject to the terms and conditions of this Agreement, on the basis of the representations, warranties, covenants and agreements set forth herein, and subject to the terms and conditions hereof, at the Closing (as defined below), each Purchaser shall purchase from the Company, and the Company shall sell and issue to each Purchaser, that number of shares of the common stock of the Company, $0.001 par value per share (the “Common Stock”) set forth opposite such Purchaser’s name on Exhibit A under the heading “Number of Shares to be Purchased at Closing” (collectively, the Seller Representative shall deliver to Holdings “Shares”) at a per share purchase price of $33.8771 (the following:“Price Per Share”). (ic) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date The initial purchase and signed by a duly authorized officer sale of the Target Company, that each Shares shall take place remotely via the exchange of documents and signatures three (3) business days after the conditions set forth in each of Section 8.2(a) 5.7 and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (6.2 are satisfied or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted waived by the Target Company Board authorizing the executionapplicable Party, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments date and time as Holdings reasonably requests and are reasonably necessary to consummate is mutually agreed by the transactions contemplated by this AgreementParties (the “Closing”). (bd) At the Closing, Holdings the Company shall deliver to Seller Representative (or each Purchaser participating in such other Person as may be specified herein) Closing a certificate representing the following: (i) each Shares being purchased by such Purchaser at such Closing against payment of the Promissory Notes made purchase price therefor by check payable to each Seller and in the principal amounts set forth in Company, by wire transfer to a bank account designated by the Consideration SpreadsheetCompany, duly executed or by Holdings; (ii) stock certificates representing the portion any combination of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;methods.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company shall deliver to Holdings Parent the following: (i) all stock certificates held by resignations of the Sellers representing directors and officers of the Shares, Company pursuant to the extent such Shares are certificated at the time of ClosingSection 5.7; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a7.2(a) and Section 8.2(b7.2(b) have been satisfied; (iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (2) the Stockholder Approval, and (B) all such resolutions are in full force and effect, unamended and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a good standing certificate from the Secretary of State of the State of Delaware; (v) at least three (3) Business Days prior to the Closing, the Estimated Schedule; (vi) the FIRPTA Statement; (vii) employment offer letters for each of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Held, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Virgalito in the form of Exhibit C attached hereto, duly executed by each such employee; (viii) restrictive covenant agreements with each of the Persons listed on Schedule 2.4 in the form of Exhibit D attached hereto, duly executed by each such Person; (ix) termination of employment agreements, duly executed by each of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Held, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, which termination agreements shall be as agreed to by Parent and which shall include an unconditional waiver and release by each individual of any rights to severance or any other payments of any kind or nature by the Company or any Affiliate of the Company arising from such individual’s termination of employment; (x) evidence satisfactory to Parent that the individuals listed in Section 2.1(g) of the Company Disclosure Schedule have been added to the payroll of the Company effective as of January 1, 2019; (xi) evidence satisfactory to Parent that the Company owns 100% of each of its Subsidiaries; (xii) a schedule in form and substance satisfactory to Parent setting forth, for each holder of Company Stock Options, the total amount of all applicable Taxes that are required to be withheld and remitted to any Governmental Entity in connection with the cancellation of Company Stock Options in exchange for Parent Stock pursuant to the terms of this Agreement; (xiii) each holder of a Company Stock Option shall have executed and delivered an option cancellation agreement in form and substance reasonably acceptable to Company and Parent providing for the cancellation of the Company Stock Option held by such holder; and (xiv) such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Parent shall deliver to the Company (or such other Person as may be specified herein) the following: (i) payment to each Pay-Off Lender by wire transfer of immediately available funds an amount equal to the Estimated Closing Indebtedness owing from the Company to such Pay-Off Lender as set forth on the Estimated Schedule; (ii) payment of third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Company Transaction Expenses as set forth on the Estimated Schedule; (iii) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of Exchange Agent Agreement duly executed by the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statementparties thereto; and (viiivi) such other documents or instruments as Holdings the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the each Closing, the Seller Representative Purchaser shall deliver deliver, or cause to Holdings be delivered, to Parent the following: (i) all stock certificates held an amount in Dollars equal to the sum of (A) the applicable Closing Payment plus (B) the applicable Net Derivative Value, by the Sellers representing the Shareswire transfer in immediately available funds, to one or more accounts that have been designated by Parent at least two Business Days prior to the extent such Shares are certificated at the time of Closingapplicable Closing Date; (ii) a certificate, dated if the Closing Date and signed by a duly authorized officer in respect of the European Target CompanyCompanies has previously occurred, that each an amount in Dollars equal to the applicable portion of the conditions set forth Holdback Amount payable, by wire transfer in Section 8.2(a) and Section 8.2(b) immediately available funds, to one or more accounts that have been satisfieddesignated by Parent at least two Business Days prior to the applicable Closing Date; (iii) to the extent applicable, funds in an amount and of a certificate type sufficient to satisfy Purchaser's obligations with respect to the repayment of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are Intercompany Loans set forth in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySection 5.17; (iv) a certificate the deliverables listed on Schedule B for which Purchaser or any of its Affiliates is responsible to the Secretary (or equivalent officer) of extent they relate to the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderSubject Companies; (v) a good standing certificate (or its equivalent) from the secretary of state or similar reasonable evidence that all Purchaser Required Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedApprovals have been obtained; (vi) the Consideration Spreadsheet contemplated certificate referred to in Section 2.6;6.3(c); and (vii) the FIRPTA Statement; and (viii) such other documents customary instruments of transfer or instruments assumption, in each case in form and substance reasonably satisfactory to Parent, as Holdings may be reasonably requests and are reasonably necessary required to consummate give effect to the transactions contemplated by this AgreementTransaction Documents to the extent they relate to such Closing. (b) At the each Closing, Holdings Parent shall deliver deliver, or cause to Seller Representative (or such other Person as may be specified herein) delivered, to Purchaser the following: (i) each the deliverables listed on Schedule B for which Parent or any of its Affiliates is responsible, to the Promissory Notes made payable extent they relate to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSubject Companies; (ii) stock the certificate referred to in Section 6.2(c); (iii) the certificates representing referred to in Section 6.2(d), to the portion extent they relate to the Subject Companies; (iv) reasonable evidence that all Parent Required Governmental Approvals have been obtained; (v) subject to applicable Law, the resignations, effective as of Holdings Equity allocated such Closing, of all directors and officers of the Subject Companies, except for such individuals who are Continuing Employees; (vi) executed assignments of Parent's right, title and interest in and to the Company In-Process Marks applicable to the Target Companies involved in such Closing; and (vii) such other customary instruments of transfer or assumption, in each Seller case in accordance with such Seller’s Pro Rata Shareform and substance reasonably satisfactory to Purchaser, as shown in may be reasonably required to give effect to the Consideration Spreadsheet;Transaction Documents to the extent they relate to such Closing.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative and Target shall deliver or cause to Holdings be delivered to Buyer the following: (i) all stock certificates held a share transfer form duly signed by Seller in respect of the Sellers representing transfer of the Shares, Target Shares from Seller to the extent such Shares are certificated at the time of ClosingBuyer; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer share certificate(s) in the name of Seller representing the Target Company, that each of Shares (if any) for the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedBuyer’s further transmission to Target for cancellation; (iii) a certificate certified true copy of the Secretary (or equivalent officer) updated register of members of Target evidencing the transfer of the Target Company certifying that (a) attached thereto are true Shares from Seller to Buyer, and complete copies recording Buyer as the registered legal holder of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyShares; (iv) a new share certificate of the Secretary (or equivalent officer) of representing the Target Company certifying the names and signatures of the officers of Shares issued by the Target Company authorized to sign this Agreement, in the Ancillary Documents and the other documents to be delivered hereunder and thereundername of Buyer; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Seller Closing Certificate duly executed by Seller and the Target Company is organizedClosing Certificate duly executed by Target; (vi) a certificate of a director of Seller, dated as of the Consideration Spreadsheet contemplated in Section 2.6; Closing Date, (viiA) certifying true and complete copies of the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests resolutions adopted and are reasonably necessary to consummate passed by the Seller Board of Directors approving the transactions contemplated by this Agreement and the ARSHA, (B) attaching and certifying true and complete copies of the Seller’s Organizational Documents, (C) certifying the valid existence of Seller under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Target or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement, the ARSHA and related documents on behalf of Seller; and (vii) a certificate of a director of Target, dated as of the Closing Date, (A) certifying true and complete copies of resolutions adopted and passed by the Target Board of Directors approving the transactions contemplated by this Agreement (including without limitation the transfer of the Target Shares from Seller to Buyer), (B) attaching and certifying true and complete copies of the Target’s Organizational Documents, (C) certifying the valid existence of Target under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Target or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of Target. (b) At the Closing, Holdings Buyer shall deliver or cause to be delivered to Seller Representative (or such other Person as may be specified herein) the following: (i) each a certified true copy of the Promissory Notes made payable updated register of members of Buyer recording and giving effect to each the issue and allotment of the Buyer Shares, credited as fully paid, to Seller, and recording Seller and in as the principal amounts set forth in registered legal holder of the Consideration Spreadsheet, duly executed by HoldingsBuyer Shares; (ii) stock certificates a new share certificate representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown Buyer Shares issued by Buyer in the Consideration Spreadsheetname of Seller; (iii) a copy of the Second Amended and Restated Memorandum and Articles of Association duly stamped by the Registrar of Companies in the Cayman Islands; (iv) the Buyer Closing Certificate duly executed by Buyer; and (v) a certificate of the Chief Executive Officer of Buyer, dated as of the Closing Date, (A) certifying true and complete copies of the resolutions adopted and passed by the Buyer Board of Directors and the Audit Committee of Buyer approving the transactions contemplated by this Agreement and the ARSHA, (B) attaching and certifying true and complete copies of the Buyer’s Organizational Documents, (C) certifying the valid existence of Buyer under the laws of the Cayman Islands and that there are no Government Proceedings for the dissolution or liquidation of Buyer or any of the Subsidiaries, and (D) certifying as to the signatures and authority of persons signing this Agreement, the ARSHA and related documents on behalf of Buyer.

Closing Deliverables. At the Closing: (a) At Contributor will deliver, or prior cause to be delivered, the following to the Closing, the Seller Representative shall deliver to Holdings the followingAcquirer Parties: (i) all stock certificates held the Assignment of Partnership Interests, duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingContributor; (ii) the Registration Rights Agreement, duly executed by Contributor; (iii) copies of all consents, authorizations, approvals, notices, filings and registrations listed on Schedule 3.7; (iv) a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Target CompanyContributor, certifying that each of the conditions set forth in Section 8.2(aSections 6.3(a) and Section 8.2(b6.3(b) have been satisfied; (iiiv) a certificate of the Secretary secretary or assistant secretary of Contributor, dated as of the Closing Date: (A) certifying as to and attaching (1) the resolutions adopted by Contributor authorizing the Contemplating Transactions, and (2) a certificate of good standing (or equivalent officercertificate) of Contributor, issued within 15 days prior to the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted Closing Date by the Target Company Board authorizing Secretary of State (or equivalent Governmental Authority) of Contributor’s jurisdiction of organization; and (B) certifying as to the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation authorization of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted officers of Contributor executing documents in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedContemplated Transactions; (vi) all information reasonably requested by the Consideration Spreadsheet contemplated in Section 2.6;Acquirer Parties regarding Contributor’s tax basis with respect to the NJNR Interests; and (vii) the FIRPTA Statement; and (viii) all such other documents documents, agreements, or instruments as Holdings reasonably requests shall, in the reasonable opinion of the Acquirer Parties and are their counsel, be reasonably necessary or desirable in connection with the Contemplated Transactions, or required to consummate be delivered by Contributor at or prior to the transactions contemplated by Closing Date pursuant to this Agreement. (b) At The Acquirer Parties will deliver or issue, or cause to be delivered or issued, the Closing, Holdings shall deliver following to Seller Representative (or such other Person as may be specified herein) the followingContributor: (i) each the New DM Units as required by Section 2.2 of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdingsthis Agreement; (ii) stock certificates representing the portion Assignment of Holdings Equity allocated Partnership Interests, duly executed by DM Sub; (iii) the Registration Rights Agreement, duly executed by DM; (iv) copies of all consents, authorizations, approvals, notices, filings and registrations listed on Schedule 4.5; (v) a certificate, dated as of the Closing Date and signed by a duly authorized officer of each of the respective Acquirer Parties, certifying that the conditions set forth in Sections 6.4(a) and 6.4(b) have been satisfied; (vi) a certificate of the secretary or assistant secretary of DM, dated as of the Closing Date: (A) certifying as to each Seller and attaching (1) the resolutions adopted by DM authorizing the Contemplating Transactions, and (2) a certificate of good standing (or equivalent certificate) of DM, issued within 15 days prior to the Closing Date by the Secretary of State of Delaware; and (B) certifying as to the authorization of the officers of DM executing documents in accordance connection with the Contemplated Transactions; (vii) a certificate of the secretary or assistant secretary of DM Sub, dated as of the Closing Date: (A) certifying as to and attaching (1) the resolutions adopted by DM Sub authorizing the Contemplating Transactions, and (2) a certificate of good standing (or equivalent certificate) of DM Sub, issued within 15 days prior to the Closing Date by the Secretary of State of Delaware; and (B) certifying as to the authorization of the officers of DM Sub executing documents in connection with the Contemplated Transactions; and (viii) all such Seller’s Pro Rata Shareother documents, agreements, or instruments as shown shall, in the Consideration Spreadsheet;reasonable opinion of Contributor and its counsel, be reasonably necessary or desirable in connection with the Contemplated Transactions, or required to be delivered by the Acquirer Parties at or prior to the Closing Date pursuant to this Agreement.

Closing Deliverables. (a) At On or prior to the Closing, the Seller Representative Company shall issue, deliver or cause to Holdings be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) all stock certificates held evidence of the issuance of the Securities in the name of the Purchasers by book-entry statement from the Sellers Company’s transfer agent (or, if the Purchaser requests that the Securities are to be represented in certificated form, a certificate representing the Shares, to Securities in the extent name of such Shares are certificated at Purchaser as set forth on the time of Closing;Stock Certificate Questionnaire included as Exhibit C hereto (the “Stock Certificate”)). (ii) a certificatelegal opinion of Company Counsel, dated as of the Closing Date and signed in form and substance reasonably satisfactory to the Purchasers, executed by a duly authorized officer of such counsel and addressed to the Target Company, that each of Purchasers and the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedPlacement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the Securities equal to such Purchaser’s Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser; (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Securities and the Conversion Shares and shall have received confirmation from Nasdaq that it has completed its review of such form with no objections to the transactions contemplated herein. (vi) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (the “Secretary’s Certificate”), dated as of the Closing Date, (a) attached thereto are true and complete copies of all certifying the resolutions adopted by the Target Board of Directors of the Company Board authorizing or a duly authorized committee thereof approving the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary other Transaction Documents and the consummation issuance of the transactions contemplated hereby Securities and therebythe Conversion Shares, and (b) such resolutions are in full force and effect and are all certifying the resolutions adopted in connection with current versions of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) incorporation, as amended, and bylaws of the Target Company and (c) certifying as to the names signatures and signatures authority of persons signing the Transaction Documents and related documents on behalf of the officers of Company, in substantially the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6form attached hereto as Exhibit E; (vii) the FIRPTA StatementCompliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; and (viiiix) such other documents a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or instruments comparable office) of each jurisdiction in which the Company is qualified to do business as Holdings reasonably requests a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and are reasonably necessary to consummate (xi) a certified copy of the transactions contemplated by this AgreementCertificate of Designation, as filed with the Secretary of State of the State of Delaware. (b) At On or prior to the Closing, Holdings each Purchaser shall deliver or cause to Seller Representative be delivered to the Company the following (or such other Person as may be specified herein) the following:“Purchaser Deliverables”): (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheetthis Agreement, duly executed by Holdingssuch Purchaser; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller its Subscription Amount, in accordance with such Seller’s Pro Rata ShareUnited States dollars and in immediately available funds, as shown in the Consideration Spreadsheetamount set forth in the “Aggregate Purchase Price (Subscription Amount)” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Stock Certificate Questionnaire in the form attached hereto as Exhibit C, if applicable.

Closing Deliverables. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions with respect to the Closing: (a) On the Closing Date, NWS and Merger LLC shall cause the Merger Filings to be duly executed and filed in accordance with the Michigan Act and the Delaware Act. (b) At or prior to the Closing, the Seller Representative NWS shall deliver or cause to Holdings be delivered to Tyler the following: (i) all stock certificates held the Escrow Agreement, duly executed by the Sellers representing Shareholders’ Representative and the Shares, to the extent such Shares are certificated at the time of ClosingEscrow Agent; (ii) the Lock-up Agreement duly executed by the Principal Shareholder and certain Shareholders that are Affiliates of the Principal Shareholder; (iii) the Registration Rights Agreement duly executed by the Principal Shareholder; (iv) the Voting and Standstill Agreement duly executed by the Principal Shareholder and certain Shareholders that are Affiliates of the Principal Shareholder; (v) a certificatecertificate of the Chief Executive Officer, the Chief Financial Officer, or an Executive Vice President of NWS dated as of the Closing Date certifying, in form and signed by a duly authorized officer of the Target Companysubstance reasonably satisfactory to Tyler, that each of the conditions set forth in Section 8.2(a) Sections 9.1(c), 9.2(a)(ii), 9.2(b)(ii), and Section 8.2(b9.2(c) have been satisfiedmet; (iiivi) a certificate of the Secretary (or equivalent officer) of NWS dated as of the Target Company Closing Date, certifying (A) that attached thereto is a true and correct copy of NWS’s By-laws, (aB) that attached thereto are true and complete copies of (1) all resolutions adopted by of the Target Company Board board of directors of NWS authorizing and approving the Merger, the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents Documents, and the consummation of the transactions contemplated hereby and therebythereby and (2) all resolutions of the Shareholders authorizing and approving the Merger and adopting this Agreement, and (b) that in each case such resolutions are in full force and effect and are all the resolutions adopted by the board of directors of NWS and the Shareholders, respectively, in connection with the transactions contemplated hereby hereby, and thereby; (ivC) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company NWS authorized to sign this Agreement, the Ancillary Documents Documents, and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6hereunder; (vii) a legal existence or good standing certificate for NWS from the Corporations Division of the Department of Licensing and Regulatory Affairs of the State of Michigan, as of a date within five Business Days immediately preceding the Closing Date; (viii) certificates of qualification of NWS as a foreign entity from the Secretary of State (or comparable Governmental Authority) of each state, as of a date within five Business Days immediately preceding the Closing Date, set forth on Schedule 5.1(b); (ix) all minute books of NWS delivered to the location designated by Tyler for such delivery; (x) the FIRPTA StatementStatement duly executed by NWS; (xi) accurate and complete copies of all Third Party (including Governmental Authorities) consents, approvals, and notices described on Schedule 5.4(a), or waivers thereof (in each case, other than those that NWS is not required to deliver, as set forth on Schedule 5.4(a)), in form and substance reasonably acceptable to Tyler; (xii) a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, counsel for NWS and the Principal Shareholder, dated as of the Closing Date and in a form reasonably acceptable to Tyler; and (viiixiii) such any other documents document, certificate, or instruments as Holdings instrument reasonably requests and are requested by Tyler that is reasonably necessary to consummate the transactions contemplated by this Agreement. (bc) At or prior to the Closing, Holdings Tyler shall deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetEscrow Agreement, duly executed by HoldingsTyler and the Escrow Agent; (ii) stock certificates representing the portion Registration Rights Agreement duly executed by Tyler; (iii) the Voting and Standstill Agreement duly executed by Tyler; (iv) a certificate of Holdings Equity allocated the Secretary of Tyler dated as of the Closing Date certifying that the conditions set forth in Section 9.3 have been met; (v) a certificate of the Secretary of Tyler dated as of the Closing Date, certifying (A) that attached thereto are true and complete copies of all resolutions of the board of directors of Tyler and by Tyler as the sole member of Merger LLC authorizing and approving the Merger, the execution, delivery, and performance of this Agreement and the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect and are all the resolutions adopted by the board of directors of Tyler and by Tyler as the sole member of Merger LLC in connection with the transactions contemplated hereby, and (B) the names and signatures of the officers of Tyler authorized to sign this Agreement, the Ancillary Documents, and the other documents to be delivered hereunder; (vi) a legal existence or good standing certificate for each Seller of Tyler and Merger LLC from the Secretary of State of the State of Delaware, as of a date within five Business Days immediately preceding the Closing Date; (vii) a legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ Mandala, LLP, counsel for the Tyler Entities, dated as of the Closing Date and in a form reasonably acceptable to NWS; and (viii) any other document, certificate, or instrument reasonably requested by NWS that is reasonably necessary to consummate the transactions contemplated by this Agreement. (d) At the Closing, in accordance with such Seller’s Pro Rata ShareSection 3.2, as shown Tyler shall pay or issue the Closing Cash Consideration and Closing Stock Consideration and deposit the Escrow Amount in the Consideration Spreadsheet;Escrow Account.

Closing Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At or prior to the Closing, the Seller Representative shall will deliver to Holdings the followingBuyer: (i1) A bill of sale for all stock certificates held of the Acquired Assets that are tangible personal property, in form and substance mutually agreed to by ▇▇▇▇▇ and Seller (the Sellers representing the Shares"Bill of Sale"), to the extent such Shares are certificated at the time of Closingduly executed by Seller; (ii2) a certificateAn assignment of all of the Acquired Assets that are intangible personal property, dated in form and substance mutually agreed to by ▇▇▇▇▇ and Seller (the "Assignment and Assumption Agreement"), duly executed by Seller; (3) A license for Buyer to use certain Excluded Assets, in form and substance mutually agreed to by ▇▇▇▇▇ and Seller (the "License Agreement"), duly executed by Seller; (4) Documentation satisfactory to Buyer in its sole discretion evidencing the release, or authorizing the release, of any Liens existing as of the Closing Date and signed by a duly authorized officer on any of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedAcquired Assets; (iii5) a Employment agreements for ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇▇, each in form and substance acceptable to Buyer (the "Employment Agreements"), duly executed by the applicable employee; (6) A consulting agreement for ▇▇▇▇▇▇▇, in form and substance acceptable to Buyer (the "Consulting Agreement"), duly executed by ▇▇▇▇▇▇▇; (7) A certificate of the Secretary (manager or equivalent officer) managing member of Seller certifying, as complete and accurate as of the Target Company certifying that (a) Closing Date, attached thereto are true and complete copies of the certificate of formation and operating agreement of Seller, certifying and attaching all requisite resolutions adopted by or actions of the Target Company Board authorizing manager and members approving the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and (b) such resolutions are in full force and effect and are all certifying to the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet transactions contemplated in Section 2.6; (vii) the FIRPTA Statementhereby; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate 8) A certificate of good standing of Seller from the transactions contemplated by this AgreementSecretary of State of the State of Delaware. (b) At the Closing, Holdings shall Buyer will deliver to Seller Representative (or such other Person as may cause to be specified herein) the followingdelivered to Seller: (i1) each of The Purchase Price by wire transfer to an account specified by Seller in writing delivered to Buyer at least three days prior to the Promissory Notes made payable to each Seller Closing Date; (2) The Assignment and in the principal amounts set forth in the Consideration SpreadsheetAssumption Agreement, duly executed by Holdings▇▇▇▇▇; (ii3) stock certificates representing the portion of Holdings Equity allocated to The License Agreement, duly executed by ▇▇▇▇▇; (4) The Employment Agreements, each Seller in accordance with such Seller’s Pro Rata Shareduly executed by ▇▇▇▇▇; and (5) The Consulting Agreement, as shown in the Consideration Spreadsheet;duly executed by ▇▇▇▇▇.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held Seller shall deliver to Buyer: (A) the Termination Agreement (as defined above), duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingSeller; (iiB) a certificate, certificate in the form attached hereto as Exhibit C dated as of the Closing Date and signed Date, duly executed by a duly an authorized officer of the Target CompanySeller, that each given by him or her on behalf of Seller, certifying as to an attached copy of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate resolutions of the Secretary (or equivalent officer) board of directors of the Target Company certifying that (a) attached thereto are true Seller authorizing and complete copies of all resolutions adopted by the Target Company Board authorizing approving the execution, delivery and performance of this Agreement and the Ancillary Documents Termination Agreement and the consummation of the transactions contemplated hereby and thereby, and (b) stating that such resolutions are have not been amended, modified, revoked or rescinded; (C) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller; and (D) a duly completed IRS Form W-9 of Seller claiming a complete exemption from backup withholding. (ii) Buyer shall deliver, or cause to be delivered, to Seller: (A) the Closing Payment; (B) the Termination Agreement (as defined above), duly executed by Buyer; and (C) a certificate in full force and effect and are all the form attached hereto as Exhibit C dated as of the Closing Date, duly executed by an authorized officer of Buyer, given by him or her on behalf of Buyer, certifying as to an attached copy of the resolutions adopted in connection with of the board of directors of the Buyer authorizing and approving the execution, delivery and performance of this Agreement and the Termination Agreement and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (, and stating that such resolutions have not been amended, modified, revoked or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementrescinded. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held Seller shall have delivered to Purchaser a certificate signed by either the Sellers representing CFO or the SharesGeneral Counsel of Seller, to dated the extent such Shares are certificated at date of the time Closing Date, certifying that the conditions specified in Section 4.1(a) have been satisfied as of the Closing;. (ii) a certificate, dated the Closing Date and signed by Seller shall have delivered to Purchaser (1) a duly authorized officer executed General Assignment and ▇▇▇▇ of Sale for the Purchased Assets in the form of Exhibit C hereto (the “General Assignment”); (2) assignments of the Target Company, that each of Transferred IP (other than the conditions set forth Transferred IP to be assigned via an Assignment and Assumption Agreement described in Section 8.2(a4.3(a) below) in the forms reflected in Exhibit D hereto (“IP Assignments”); and Section 8.2(b(3) have been satisfied;such other instruments of conveyance, assignment and transfer as shall be required to vest in Purchaser good and marketable title and interest in and to the Purchased Assets (the General Assignment, IP Assignments, the Assignment and Assumption, the Transition Services Agreement and the instruments referred to in clause (iii) being collectively referred to herein as the “Collateral Agreements”). (iii) a certificate Seller shall have delivered one or more assignments in form reasonably acceptable to Purchaser and Seller to record the transfer of the Secretary Registered IP included in the Purchased Assets to Purchaser in each place in which the applicable Trademark, Copyright or Domain Name is registered (or equivalent officer“Registered IP Filings”); and all of Seller’s and its Affiliates’ rights in and under the Transferred Agreements. (iv) of the Target Company Seller shall have delivered to Purchaser all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by Seller, certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate exempt from withholding under Section 1445 of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;Code. (v) Seller shall have delivered to Purchaser those documents referred to in Section 4.3 to which it is a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;party. (vi) Seller shall have entered into the Consideration Spreadsheet contemplated Hulu New Agreements with Hulu, LLC in Section 2.6;a form reasonably satisfactory to Purchaser. (vii) The CW Release shall be in form and substance reasonably satisfactory to Purchaser and shall have been fully executed and delivered, and shall provide that Purchaser is a third-party beneficiary thereunder and shall have been approved by the FIRPTA Statement; andBankruptcy Court. (viii) such Any other documents Transferred Agreements covering Purchased Assets and assets other than the Purchased Assets shall be amended or instruments other reasonable measures taken as Holdings reasonably requests approved by Purchaser to ensure the transfer of rights and are reasonably necessary obligations thereunder relate only to consummate the transactions contemplated by this AgreementPurchased Assets. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Purchasers shall deliver to Holdings the followingdeliver: (i) all stock certificates held to the Seller, cash in the form of a wire transfer to an account designated by the Sellers representing Seller in the Shares, to amount of the extent such Shares are certificated at the time of ClosingPurchase Price; (ii) a certificate, dated to the Closing Date Seller and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;FTRK: (iiiA) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Purchasers certifying that (a1) attached thereto are true and complete copies of all resolutions adopted authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby and (2) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (B) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchasers certifying the names and signatures of the officers of the Purchasers authorized to sign this Agreement and the other documents to be delivered hereunder; (C) such other documents or instruments as the Seller and FTRK reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (iii) to the Transfer Agent to complete the transfer of Shares: (A) a completed IRS Form W-9 shall be given to Transfer Agent by each Purchaser; (B) a completed Authorized Signatories and Specimen Signatures form, to be provided by the Purchasers to the Transfer Agent; (C) a completed Certificate of Incumbency Form which form will be provided by Transfer Agent; and (D) A completed Officer’s Certificate, which will be drafted by Seller and provided to the Purchasers. (b) At or prior to the Closing, the Seller shall deliver to the Purchasers the following: (i) At or prior to the Closing, the Seller shall deliver to the Transfer Agent the original, duly executed shareholder indemnity in lieu of a separate signature guarantee satisfactory to the Transfer Agent (or other instrument of transfer satisfactory to the Transfer Agent to effect the transfer thereof) to deliver the Shares in book-entry form to the Purchasers; (ii) Such other documents or instruments as the Purchasers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At or prior to the Closing, FTRK shall deliver to the Purchasers the following: (i) The Articles of Incorporation, and all amendments thereto, if any, certified as of the most recent practicable date by the Secretary of State of the State of Nevada; (ii) a Certificate of Good Standing, certified as of the most recent practicable date by the Secretary of State of the State of Nevada; (iii) (A) complete copies of FTRK’s Audited Financial Statements (as defined herein), consisting of the balance sheet of FTRK at February 28, 2021, the related statements of income and retained earnings, stockholders’ equity, and cash flows for the most recent year then ended (the “Annual Financial Statements”), which (i) Annual Financial Statements shall have been audited by a public accounting firm registered with the PCAOB and shall have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved and (B) all Quick Books files containing the financial records of FTRK. (iv) resignations of the directors and officers of FTRK and appointment of the new officers and directors, such appointments to be made at the direction of the Purchasers, effective as of the Closing Date; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer of FTRK) certifying that (A) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board of Directors of FTRK, authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby(B) attached thereto is a true and complete copy of FTRK’s Bylaws (the “Bylaws”) in full force and effect as of the date of such certificate; (ivvi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company FTRK, certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents Agreement and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6hereunder; (vii) all corporate minutes, books, documents, and instruments of every type or nature whatsoever of FTRK from its date of inception to the FIRPTA Statement; andClosing Date; (viii) a written narrative of the history of FTRK; (ix) such other documents or instruments as Holdings the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall Company will deliver or cause to Holdings the followingbe delivered to Parent: (i) all stock certificates held a certificate signed by an officer of the Sellers representing Company, in his or her capacity as such, dated the SharesClosing Date, to certifying that, the extent such Shares are certificated at the time of Closingconditions specified in Section 9.2(a), Section 9.2(b), and Section 9.2(c) have been fulfilled; (ii) a certificatethe Amended Registration Rights Agreement, dated duly executed by the Requisite Company Stockholders; (iii) the Lock-Up Agreement, duly executed by the Company and the Requisite Company Stockholders; and (iv) payoff letters, substantially final drafts of which shall be delivered to Parent at least five (5) Business Days prior to the Closing Date and signed the executed copies of which shall be delivered at least two (2) Business Days prior to the Closing Date, in each case, in form and substance reasonably satisfactory to Parent with respect to the Payoff Indebtedness, (A) setting forth the amount required to repay in full all such Indebtedness, (B) providing for a release of all security interests granted by a duly authorized officer the Company and its Subsidiaries to the holders of the Target Company, that each such Indebtedness upon satisfaction of the conditions set forth in Section 8.2(atherein and (C) and Section 8.2(b) have been satisfied; (iii) including a certificate customary commitment by the holders of the Secretary such Indebtedness (or equivalent officersuch agent or trustee on behalf thereof) of the Target Company certifying that (a) attached thereto are true to execute and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery provide documentation and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are filings reasonably necessary to consummate evidence the transactions contemplated by this Agreementrelease or termination of such security interests; provided that Parent and the Company may agree prior to Closing to permit any or all Indebtedness of the Company and its Subsidiaries to remain outstanding, in which case no payoff letters with respect thereto shall be required. (b) At the Closing, Holdings shall Parent will deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered to the followingCompany: (i) each a certificate signed by an officer of Parent, in his or her capacity as such, dated the Promissory Notes made payable to each Seller Closing Date, certifying that, the conditions specified in Section 9.3(a), Section 9.3(b), Section 9.3(c) and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by HoldingsSection 9.3(f) have been fulfilled; (ii) stock certificates representing the written resignations of all of the directors and officers of Parent designated by the Company in writing (email sufficient), effective as of the First Effective Time; (iii) the Amended Registration Rights Agreement, duly executed by Parent and Sponsor; and (iv) the Lock-Up Agreement, duly executed by Parent, First Merger Sub and Second Merger Sub. (c) On the Closing Date, Parent shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Parent Transaction Expenses and any Excluded Parent Transaction Expenses (other than any Excess Parent Transaction Expenses which Sponsor elected to discharge by payment in cash) as set forth on a written statement to be delivered to the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Parent not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof; provided that any Company Transaction Expenses due to current or former employees of the Company or any of its Subsidiaries shall be paid to the Company or its applicable Subsidiary for further payment to such employees through payroll. (d) On the Closing Date, immediately following the consummation of the First Merger, receipt of the proceeds of the PIPE Subscriptions, and payment of the Company Transaction Expenses, the Parent Transaction Expenses and the Excluded Parent Transaction Expenses in accordance with Section 2.7(c), Parent shall use any remaining cash proceeds from the Transaction (which such cash proceeds shall consist solely of cash and cash equivalents of Parent immediately prior to the First Merger, the balance of Parent’s Trust Account after giving effect to the Parent Share Redemptions and the net proceeds of the PIPE Subscriptions, if any, and the Company’s net proceeds pursuant to the Designated Company Warrants, as well as, if applicable, proceeds of the Backstop Subscription) to repay or cause to be repaid by wire transfer of immediately available funds, the accrued and unpaid Indebtedness of the Company Group (the “Payoff Indebtedness”); provided that Parent and the Company may agree prior to Closing to permit any or all Indebtedness of the Company and its Subsidiaries to remain outstanding, and; provided, further, that if the aggregate amount of Payoff Indebtedness exceeds the Primary Cash Amount, the amount of Indebtedness of the Company Group that is paid off at the Closing shall be reduced to an amount that does not exceed the portion of Holdings Equity allocated the Primary Cash Amount that is available for the repayment of such Indebtedness. For the avoidance of doubt, this Section 2.7(d) shall not require that cash and cash equivalents held by the Company Group immediately prior to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;First Effective Time be used to repay Indebtedness of the Company Group.

Closing Deliverables. (a) At or prior to the ClosingClosing (unless otherwise specified below), the Seller Representative Company shall deliver or cause to Holdings be delivered to each Purchaser the following: (i) all stock certificates held this Agreement duly executed by the Sellers representing the Shares, to the extent such Shares are certificated at the time of ClosingCompany; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer within five Trading Days of the Target CompanyClosing, a certificate evidencing that each number of Shares equal to such Purchaser’s Subscription Amount divided by the conditions set forth Per Share Purchase Price, registered in Section 8.2(a) and Section 8.2(b) have been satisfiedthe name of such Purchaser; (iii) a certificate legal opinion of Company Counsel, substantially in the Secretary (or equivalent officer) of form attached hereto as Exhibit A, addressed to the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyPurchasers; (iv) the Registration Rights Amendment duly executed by the Company, substantially in the form attached hereto as Exhibit B; and (v) a certificate Certificate of the Secretary (or equivalent officer) of the Target Company certifying attesting as to (i) the names By-laws of the Company; (ii) the signatures and signatures titles of the officers of the Target Company authorized to sign executing this Agreement, the Ancillary Documents and Agreement or any of the other documents agreements to be executed and delivered hereunder by the Company at the Closing; and thereunder; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority resolutions of the jurisdiction under Board of Directors of the Laws Company, authorizing and approving all matters in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests connection with this Agreement and are reasonably necessary to consummate the transactions contemplated by this Agreementhereby. (b) At the Closing, Holdings Closing each Purchaser shall deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Company the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, this Agreement duly executed by Holdingseach such Purchaser; (ii) stock certificates representing such Purchaser’s Subscription Amount by wire transfer to the portion account of Holdings Equity allocated the Company per the written instructions of the Company; and (iii) a Joinder Agreement (each a “Joinder Agreement” and collectively, the “Joinder Agreements”) to each Seller in accordance with the Amended and Restated Registration Rights Agreement if such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;purchaser is not already a party to such Agreement.

Closing Deliverables. At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Article V: (a) At or prior to the Closing, the Seller Representative RCS Capital shall deliver or cause to Holdings the followingbe delivered to RCAP Holdings: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time a copy of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer resolutions of the Target Company, that each board of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate directors of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board RCS Capital authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation each of the transactions contemplated hereby other Transaction Documents, certified by the Secretary of RCS Capital as being true and therebycorrect copies of the originals which have not been modified or amended and which are in effect at the Closing; (ii) a certificate of the Secretary of RCS Capital certifying as of the Closing as to the incumbency of the officers of RCS Capital and as to the signatures of such officers who have executed documents delivered at the Closing on behalf of RCS Capital; (iii) a certificate of an officer of RCS Capital certifying as of the Closing as to the fulfillment of the conditions set forth in Section 5.3; and (iv) such other customary agreements, instruments, filings or documents, in form and substance reasonably satisfactory to RCAP Holdings, as may be required to give effect to this Agreement or as otherwise may be reasonably requested by RCAP Holdings. (b) such RCAP Holdings shall deliver or cause to be delivered to RCS Capital: (i) a copy of resolutions of the board of managers of RCAP Holdings authorizing the execution, delivery and performance by RCAP Holdings of this Agreement and each of the other Transaction Documents, certified by the Secretary of RCAP Holdings as being true and correct copies of the originals which have not been modified or amended and which are in full force effect at the Closing; (ii) a certificate of the Secretary of RCAP Holdings certifying as of the Closing as to the incumbency of the officers of RCAP Holdings, and effect and are all as to the resolutions adopted signatures of such officers who have executed documents delivered at the Closing on behalf of RCAP Holdings; (iii) a certificate of an officer of RCAP Holdings certifying as of the Closing as to the fulfillment of the conditions set forth in connection with the transactions contemplated hereby and therebySection 5.2; (iv) a certificate certificate, dated within ten days prior to the Closing, of the Secretary (or equivalent officer) of State of Delaware establishing that First Allied and each of its Subsidiaries is in existence and otherwise is in good standing under the laws of the Target Company certifying the names and signatures jurisdiction of the officers of the Target Company authorized to sign this Agreementits incorporation, the Ancillary Documents and the other documents to be delivered hereunder and thereunderorganization or formation, as applicable; (v) the original stock certificates representing the Outstanding Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, which certificates shall be submitted to First Allied for transfer. First Allied shall have delivered to RCS Capital a good standing certificate (or its equivalent) from representing the secretary Outstanding Shares, registered in the name of state or similar Governmental Authority of RCS Capital, duly executed by the jurisdiction under the Laws in which the Target Company is organizedFirst Allied; (vi) the Consideration Spreadsheet contemplated in Section 2.6;items set forth on Schedule 1.4(b)(vi); and (vii) the FIRPTA Statement; and (viii) such other documents customary agreements, instruments, filings or instruments as Holdings documents, in form and substance reasonably requests and are reasonably necessary satisfactory to consummate the transactions contemplated by this Agreement. (b) At the ClosingRCS Capital, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable required to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed give effect to this Agreement or as otherwise may be reasonably requested by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;RCS Capital.

Closing Deliverables. (a) At or prior to the Closing, the Company, each Seller Representative and/or the Sellers’ Representative, as applicable, shall deliver or cause to Holdings be delivered to the followingPurchaser: (i) all stock certificates held with respect to the Shares: (i) share transfer deeds in substantially the form attached hereto as Exhibit C-1 duly executed by the Sellers representing Shareholders (the Shares“Share Transfer Deeds”); (ii) a share certificate in the name of the Purchaser in substantially the form attached hereto as Exhibit C-2 duly executed by the Company (the “Share Certificates”); (iii) an updated register of shareholders of the Company, showing the Purchaser’s title to the Shares in substantially the form attached hereto as Exhibit C-3, duly signed by the relevant officers of the Company (the “Shareholder Register”); and (iv) a copy of a duly complete and executed notice to the Israeli Registrar of Companies with regard to the transfer of the Shares in substantially the form attached hereto as Exhibit C-4, to the extent such Shares are certificated at the time of be filed promptly following Closing; (ii) a certificatecounterpart to each Related Document to which any of the Sellers or Sellers’ Representative or the Company is a party, dated the Closing Date duly executed and signed delivered by a duly authorized officer Representative of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfiedsuch Person; (iii) if such Seller is an Option Holder, an Option Acknowledgment; (iv) if such Seller is a Minor Shareholder, a Shareholder Acknowledgment; (v) a current certificate of status or an updated extract of the Company issued by the Israeli Registrar of Companies, certified and translated into English, and a certificate of good standing of the Secretary Subsidiary; (vi) a copy of the certificate of incorporation and the articles of association of the Company, both certified by an officer or other representative of the Company, and a copy of the certificate of incorporation and bylaws of the Subsidiary, both certified by an officer or other representative of the Subsidiary, all in form and substance reasonably satisfactory to the Purchaser; (vii) a general release of Sellers in the form of Exhibit D, dated as of the Closing Date (the “Sellers’ Release”); (viii) a written resignation (effective as to the Closing) in form and substance reasonably acceptable to the Purchaser from any individuals identified on Schedule 1.7(a)(viii), and a copy of a duly completed and executed notice to the Israeli Registrar of Companies with regard to their resignation and the appointment of the directors to be appointed on behalf of the Purchaser, in substantially the form attached hereto as Exhibit E; (ix) evidence reasonably satisfactory to the Purchaser that any individuals identified on Schedule 1.7(a)(ix) no longer has access to or signing authority with respect to the bank accounts of the Company; (x) evidence of the termination (e.g., payoff letters) of all Funded Indebtedness and the release of all Encumbrances filed or outstanding against the Shares or the Company’s assets, if any; (xi) a non-competition and non-solicitation agreement executed by P▇▇▇ ▇▇▇▇, Uri Arnin and Y▇▇▇▇▇ ▇▇▇▇▇▇, M.D., in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (xii) any minute books, accountability records, equity ledger or other organizational document of the Company and the Subsidiary; (xiii) each Required Consent obtained from each Person identified on Schedule 2.5(b) whose waiver of a right or default or consent to the transactions contemplated by this Agreements is required to be obtained prior to Closing; (xiv) evidence of the purchase of the “run-off policies” pursuant to Section 4.3; (xv) evidence of termination of all agreements set forth on Schedule 1.7(a)(xv); and (xvi) such other agreements and documents required to be delivered by the Company, Sellers’ Representative or Sellers at or prior to the Closing pursuant to this Agreement or as the Sellers’ Representative and the Purchaser may mutually agree. (b) At the Closing, the Purchaser shall deliver or cause to be delivered: (i) to the Payment Agent, the aggregate Cash Amount in the respective amounts specified in Section 1.2(b) to the bank account of the Payment Agent specified in Section 1.2(b), with instructions to the Payment Agent to disburse the Cash Amount as set forth in the Consideration Spreadsheet and the Payment Agent Agreement; (ii) certificates for shares (or equivalent officerbook entry of shares) of the Target Company certifying that Closing OrthoPediatrics Stock; (aiii) attached thereto are to the Sellers’ Representative, a counterpart to each Related Document to which such Purchaser is a party, duly executed and delivered by a duly authorized Representative of such Person; (iv) to the Sellers’ Representative, a true and complete copies copy, certified by an officer of all the Purchaser, of the resolutions duly and validly adopted by the Target Company Board authorizing of Directors of such Purchaser evidencing the execution, authorization of the execution and delivery and performance of this Agreement and Agreement, the Ancillary Related Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) to the Sellers’ Representative, a reasonably current certificate of existence or good standing certificate (or in such jurisdictions where such status is recognized) for the Purchaser issued by its equivalent) from the secretary jurisdiction of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organizedincorporation; (vi) to the Consideration Spreadsheet contemplated in Section 2.6Sellers’ Representative, a copy of the certificate of incorporation of the Purchaser, certified by the secretary of state, and a copy of the bylaws of the Purchaser, certified by an officer of the Purchaser; (vii) to the FIRPTA StatementSellers’ Representative and the Company, a written undertaking in favor of the Israeli Innovation Authority in the form attached hereto as Exhibit G; and (viii) such other agreements and documents required to be delivered by the Purchaser at or instruments prior to the Closing pursuant to this Agreement or as Holdings reasonably requests Sellers’ Representative and are reasonably necessary to consummate the transactions contemplated by this AgreementPurchaser may mutually agree. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. The Administrative Agent shall have received on the date hereof the following, each dated as of the date hereof (a) At or prior unless otherwise specified), in form and substance satisfactory to the Closing, the Seller Representative shall deliver to Holdings the following:Administrative Agent (unless otherwise specified): (i) all stock certificates held by the Sellers representing the Shares, From each party hereto either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the extent Administrative Agent (which may include facsimile or electronic transmission of a signed signature page to this Agreement, so long as such Shares are certificated at transmission is promptly followed by hard copy originals of the time same) that such party has signed a counterpart of Closing;this Agreement. (ii) a certificate, dated the Closing Date and signed by a duly authorized officer Originally executed copies of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) such Notes as any Lender shall have been satisfied;requested. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Transactions, and of all other material third party approvals and consents, if any, with respect to this Agreement and Transactions. (iv) A copy of a certificate or certificates of the Commissioner of Commerce and Economic Development of State of Alaska, dated as of a recent date satisfactory to the Administrative Agent, certifying (i) as to a true and correct copy of the organizational documents of the Borrower and each amendment thereto on file in such Secretary’s office and (ii) that the Borrower is duly organized and in good standing under the laws of the State of Alaska. (v) A certificate of the Borrower, signed by two of its Responsible Officers, certifying to the best of their knowledge after due inquiry (A) the truth of the representations and warranties contained in the Loan Documents as of the date hereof, (B) the absence of any event occurring and continuing, or resulting from the execution of this Agreement or the other Loan Documents or the initial Borrowing (deeming an initial Borrowing of at least $1.00 to occur on the date hereof), that constitutes a Default and (C) the absence of any condition or circumstance occurring and continuing that would impair any Member’s ability to perform its payment obligations under any Wholesale Power Contract to which it is a party. (vi) A certificate of the Secretary (or equivalent officer) an Assistant Secretary of the Target Company Borrower certifying that as to (aA) attached thereto are the absence of any amendments to the Certificate of Incorporation of the Borrower since the date of the Secretary of State’s certificate referred to in Section 4.01(b)(iv), (B) a true and complete copies correct copy of all the bylaws of the Borrower as in effect on the date on which the resolutions referred to in Section 4.01 (b)(iii) were adopted by and on the Target Company Board authorizing date hereof, (C) the executiondue organization and good standing or valid existence of the Borrower as a company organized under the laws of the State of Alaska, delivery and performance of this Agreement and the Ancillary Documents and absence of any proceeding for the consummation dissolution or liquidation of the transactions contemplated hereby and therebyBorrower, and (bD) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and true signatures of the officers of the Target Company Borrower authorized to sign this Agreement, the Ancillary Documents each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6;. (vii) A certificate in substantially the FIRPTA Statement; andform of Exhibit E hereto attesting to the Solvency of the Borrower before and after giving effect to the closing of the Transactions, from the Borrower’s Chief Executive Officer and Chief Financial Officer. (viii) such Such financial, business and other documents information regarding the Borrower as the Administrative Agent or instruments the Lenders shall have requested, which information shall be satisfactory to the Administrative Agent and the Lenders, including, without limitation, information as Holdings reasonably requests to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and are reasonably necessary to consummate Multiemployer Plans, collective bargaining agreements and other arrangements with employees, and forecasts prepared by management of the transactions contemplated by this AgreementBorrower of balance sheets, income statements and cash flow statements on an annual basis for each year thereafter until the Commitment Termination Date. (bix) At Evidence of insurance satisfying the Closingrequirements of Section 5.05. (x) Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel for the Borrower, Holdings shall deliver to Seller Representative (or substantially in the form of Exhibit F, and covering such other Person matters relating to the Borrower, the Loan Documents or the Transactions as may be specified herein) the following:Joint Lead Arrangers shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (ixi) Each other Loan Document not mentioned above in this Section 4.01 and any other documents, in each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Sharecase, as shown in reasonably requested by the Consideration Spreadsheet;Administrative Agent or any Lender or counsel to the Administrative Agent.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company and the Stockholders shall deliver to Holdings Novamex the following: (i) all stock certificates held by the Sellers Certificates representing the SharesRio Bravo U.S. Stock, together with duly completed and executed Letters of Transmittal, in the form provided to the extent such Shares are certificated at Stockholders by Novamex prior to the time of Closing; (ii) the Escrow Agreement (as defined below) duly executed by the Stockholders, together with stock powers, duly executed in blank, as to the Escrowed Consideration; (iii) a Voting Agreement, in the form attached hereto as Exhibit A (the “Voting Agreement”) duly executed by the Stockholders; (iv) resignations of the directors and officers of the Company; (v) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) Article VII have been satisfied; (iiivi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company certifying that (aA) attached thereto are true and complete copies of (1) all resolutions adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the ancillary documents to be delivered pursuant hereto (the "Ancillary Documents") and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) good standing certificates (or their equivalent) from the secretary of state or similar governmental authority of the jurisdictions in which the Company is organized and is qualified to do business; and (ix) such other documents or instruments as Novamex reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Novamex shall deliver to the Company (or such other person as may be specified herein) the following: (i) to the Stockholders, duly executed certificates representing an aggregate of 8,500,000 duly authorized, validly issued, fully paid and nonassessable shares of Series A Preferred Stock of Novamex, registered in the names of the Stockholders and representing the respective numbers of shares set forth on Schedule I; (ii) the Escrow Agreement duly executed by Novamex; (iii) to the Escrow Agent, duly executed certificates representing 2,000,000 duly authorized, validly issued, fully paid and nonassessable shares of Series A Preferred Stock of Novamex, registered in the names of the Stockholders and representing the respective numbers of shares set forth on Schedule I (the "Escrowed Consideration"); (iv) the Voting Agreement, duly executed by Novamex and Excellere Capital Group; (v) a certificate, dated the Closing Date and signed by a duly authorized officer of Novamex, that each of the conditions set forth in Section 7.1 have been satisfied; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Novamex and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the Target Company Board board of directors of Novamex and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ivvii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Target Company Novamex and Merger Sub certifying the names and signatures of the officers of the Target Company Novamex and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or and instruments as Holdings the Company may reasonably requests request and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative Company and/or the Sellers, as applicable and as indicated, shall deliver or cause to Holdings be delivered to the Purchaser the following: (i) all stock certificates held by the Sellers representing the Shares, Company shall deliver evidence reasonably satisfactory to the extent such Shares are certificated at Purchaser that the time transfer of Closingthe Interests has been appropriately entered on the equity transfer books of the Company; (ii) a certificateassignments transferring the Interests, dated duly executed by the Closing Date and signed by a duly authorized officer of applicable Sellers, substantially in the Target Company, that each of the conditions form set forth in Exhibit B (the “Assignments”); provided, that the Assignment for the Unrivaled Remainder Interest shall be endorsed by Unrivaled in blank, to be dated and effective as provided in Section 8.2(a) and Section 8.2(b) have been satisfied2.01(d); (iii) the Lease Consent, duly executed by the applicable parties thereto; (iv) the MSA, duly executed by the applicable parties thereto; (v) a certificate Guaranty and Security Agreement substantially in the form set forth in Exhibit D securing the Promissory Note (the “Pledge Agreement”), duly executed by People’s; (vi) a Security Agreement substantially in the form set forth in Exhibit E securing the Promissory Note, duly executed by People’s; (vii) certified resolutions from the governing bodies of each of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board Sellers authorizing the executionthis Agreement, delivery and performance of this Agreement and the Ancillary Documents Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such without limitation by specific enumeration of the foregoing, all other documents or instruments as Holdings reasonably requests and are reasonably necessary required by the Purchaser to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings the Purchaser shall deliver or cause to Seller Representative (or such other Person as may be specified herein) delivered to the Sellers the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration SpreadsheetMSA, duly executed by Holdingsthe applicable parties thereto; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller Purchase Price, in accordance with such Seller’s Pro Rata Sharethis Section 2 and Schedule I; (iii) the Lease Consent, as shown in duly executed by the Consideration Spreadsheetapplicable parties thereto; (iv) the Promissory Note duly executed by the Purchaser; (v) the Pledge Agreement duly executed by the Purchaser; (vi) the Security Agreement duly executed by the Purchaser; (vii) certified resolutions from the governing body of Purchaser authorizing this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby; and (viii) without limitation by specific enumeration of the foregoing, all other documents reasonably required by the Sellers to consummate the transactions contemplated by this Agreement.