Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Closing, Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At or prior to the Closing, Sellers shall as applicable, the Company will deliver (or cause to Buyer the followingbe delivered) to Buyer: (i) except as otherwise provided in Section 6.11, evidence reasonably satisfactory to Buyer that any and all Benefit Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolution of the Escrow Agreement duly executed by Sellersapplicable governing body (the form and substance of which shall have been subject to review and approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets evidence reasonably satisfactory to Buyer (that the Company has terminated the Terminated Agreements, in a form reasonably acceptable to Buyer, with such termination to be effective at or designated Affiliate of Buyer)prior to the Effective Time; (iii) an assignment and assumption agreement a duly executed resignation letter in the form of attached hereto as Exhibit F hereto B (the “Assignment and Assumption AgreementResignation Letters”) from each of the officers and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyerdirectors set forth on Section 1.5(a)(iii) of the Purchased Assets and Disclosure Schedule of each of the Assumed LiabilitiesAcquired Companies, effective as of the Closing; (iv) a copy of the Company Stockholder Approval and the Company Board Resolutions; (A) executed payoff letters each in a form reasonably satisfactory to Buyer with respect to all Indebtedness of the Acquired Companies set forth on Section 1.5(a)(v) of the Disclosure Schedule owed to the lender thereof and the amounts payable to such lender providing for (1) the full and final satisfaction of such Indebtedness as of the Closing Date, and (2) the termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice from each Leaseadvisor or other service provider to Acquired Companies (other than any Employee, director or officer of any of the Acquired Companies), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Transaction Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date (each, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents“Invoice”); (vi) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the Seller form attached hereto as Exhibit C, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS, which Buyer shall deliver to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); provided, that the sole remedy for failure to deliver such certificate shall be that Buyer may withhold the appropriate amounts of U.S. federal income tax under Section 1445 of the Code; (vii) the Management Agreement(s) associated with Permits a duly executed counterpart to the extent applicable under Paying Agent Agreement from the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable;Stockholder Representative; and (viii) a duly executed counterpart to the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documentsEscrow Agreement from the Stockholder Representative, in the form and substance reasonably satisfactory to Buyer, attached hereto as may be required to give effect to Exhibit D (the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this “Escrow Agreement”). (b) At or prior to the Closing, Buyer shall deliver, will deliver (or cause its designated Affiliate to deliver, be delivered) to Sellers the followingCompany: (i) a duly executed counterpart to the Closing Payment;Paying Agent Agreement from Buyer and the Paying Agent; and (ii) a duly executed counterpart to the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by from Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ bill of sale in the form of Exhibit E hereto (the “▇▇▇▇ "Bill of Sale”") and duly executed by Sellers, and Affiliates of Sellers, as applicable▇▇▇▇▇▇, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto (the “"Assignment and Assumption Agreement”") and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets; (iii) assignments in form and substance satisfactory to Buyer (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets and the Assumed Liabilitiesto Buyer; (iv) with respect a certificate of the Secretary (or equivalent officer) of Seller certifying as to each Lease(A) the resolutions of the board of directors and the shareholders of Seller, an which authorize the execution, delivery, and performance of this Agreement, the Bill 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 Leasethe transactions contemplated hereby and thereby, duly executed by a and (B) the names and signatures of the officers of Seller or an Affiliate of Sellers, as applicable;authorized to sign this Agreement and the other Transaction Documents ; and (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing Paymentapplicable installments of the Purchase Price (less any amounts which may be withheld for outstanding Liabilities related to any Taxes payable in connection with the Purchased Assets); (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer▇▇▇▇▇; and (viiiiii) such other customary instrumentsa certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, filings or documentswhich authorize the execution, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactionsdelivery, and performance of this Agreement and the ClosingTransaction Documents and the consummation of the transactions contemplated hereby and thereby, and any post-closing obligations (B) the names and signatures of the officers of Buyer in accordance with authorized to sign this Agreement and the terms of this Agreementother Transaction Documents. (c) At the Closing, Buyer shall deliver offer to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇. ▇▇▇▇▇▇▇ shall accept, employment with Buyer on substantially the Escrow Amount following terms, as well as other terms customary in the industry and/or for the relevant geographies: (i) Compensation of eighteen thousand dollars ($18,000) on a monthly basis; (ii) ▇▇. ▇▇▇▇▇▇▇ may work primarily remotely, e.g., out of his home in Pleasant Grove, Utah, and/or other facilities in the area. However, Seller shall travel for work at Buyer’s request and Buyer shall pay all reasonable travel expenses; and (iii) ▇▇. ▇▇▇▇▇▇▇ shall receive health insurance, life insurance, and other benefits generally offered and provided to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent’s similarly situated employees. (d) Notwithstanding No later than the order Closing Date, Seller shall provide written notice to PHI Aviation, LLC (“PHI”) of termination of any contract, agreement or otherwise with PHI related to the deliveries by the parties set forth abovePurchased Assets, all actions and deliveries are deemed to have occurred simultaneously, and none which termination shall be deemed effective no later than thirty (30) days after such notice date but shall not require Seller to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverdirectly compete with Buyer.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) a certification of Seller’s good standing issued by the Escrow Agreement duly executed by SellersSecretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (ii) a ▇▇▇▇ bill of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellerssale, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto B (the “Bill of Sale, Assignment and Assumption Agreement”) and ), duly executed by Sellers and the Affiliates Seller; (iii) a copy of Sellers, as applicable, effecting the assignment to and assumption by Buyer (each third party or designated Affiliate of Buyer) of the Purchased Assets and the Assumed LiabilitiesGovernmental Authority notice or consent set forth on Schedule 4.05; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (viiv) the Management Agreement(scertificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) associated with Permits to the extent applicable under the terms of and Section 6.187.02(f); (vi) customary release and payoff letters, duly executed by or on behalf of the applicable lenders or other holders, in connection with the repayment by Seller of any Indebtedness with respect to the Business at the Closing, accompanied by a Seller or Affiliate confirmation of Sellerautomatic release of any liens (including UCC-3 termination statements for any financing statements encumbering the Purchased Assets) upon the payment of the amount set forth in such payoff letters, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documentsin each case, in form and substance reasonably satisfactory acceptable to Buyer, as may be required each delivered to give effect Buyer at least three (3) Business Days prior to the transactionsClosing; (vii) an IRS Form W-9 duly and properly executed by ▇▇▇▇▇▇; (viii) a counterpart to each of the Transition Services Agreement and the Escrow Agreement, each duly executed by Seller; (ix) instruments of assignment in respect of any registered, issued, or applied-for Intellectual Property being transferred as part of the Closing Purchased Assets, executed by Seller in forms reasonably acceptable to Buyer; and (x) with respect to the Purchased Assets, such other instruments of sale, conveyance, transfer, assignment and any post-closing obligations assumption between Seller and Buyer (or its designated Affiliate), as necessary under the Law in order to transfer all right, title and interest of Sellers Seller in, to and under the Purchased Assets in accordance with the terms hereof and for Buyer to assume the Assumed Liabilities (collectively, the foregoing and the Bill of this Sale, Assignment and Assumption Agreement, the “Transfer Documents”), duly executed by ▇▇▇▇▇▇. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) an amount in cash, by wire transfer of immediately available funds to the Closing Paymentaccount(s) specified by Seller, equal to the Base Purchase Price minus the Escrow Amount; (ii) a counterpart to each of the Bill of Sale, Assignment and Assumption Agreement, the Escrow Agreement Agreement, and the Transition Services Agreement, each duly executed by Buyer;Buyer (or its applicable Affiliate); and (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers VBF shall deliver to Buyer the following: (i) keys to the Escrow Agreement duly executed by Sellersfacilities located on the Real Property and the Vehicles; (ii) a ▇b▇▇▇ of sale in the form of Exhibit E D hereto (the “▇VBF B▇▇▇ of Sale”) and ), duly executed by Sellers, and Affiliates of Sellers, as applicableVBF, transferring the tangible personal property Tangible Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment a certificate of the Secretary (or equivalent officer) of VBF certifying as to (A) the resolutions of the board of directors of VBF, which authorize the execution, delivery and assumption agreement performance of this Agreement by VBF, including all documents to be delivered pursuant to Section 2.02(a), and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively and for any party, the "Transaction Documents") and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of VBF authorized to sign this Agreement and the other Transaction Documents; and (iv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required by VBF, Transport and Iowa’s First to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Transport shall deliver to Buyer the following: (i) a b▇▇▇ of sale in the form of Exhibit F D hereto (the “Assignment and Assumption AgreementTransport B▇▇▇ of Sale”) and ), duly executed by Sellers and Transport, transferring the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of Vehicles included in the Purchased Assets to Buyer; (ii) a certificate of the Secretary (or equivalent officer) of Transport certifying as to (A) the resolutions of the board of directors of Transport, which authorize the execution, delivery and performance of this Agreement by Transport, including all documents to be delivered pursuant to Section 2.02(b), and the Assumed Liabilitiesother Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Transport authorized to sign this Agreement and the other Transaction Documents; and (iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required by Transport to give effect to the transactions contemplated by this Agreement. (c) At the Closing, Iowa’s First shall deliver to Buyer the following: (i) a Deed in form and substance satisfactory to Buyer (each, a “Deed”) for each parcel of Real Property (as hereafter defined), duly executed and notarized by Iowa’s First; (ii) a certificate of the Secretary (or equivalent officer) of Iowa’s First certifying as to (A) the resolutions of the board of directors of Iowa’s First, which authorize the execution, delivery and performance of this Agreement by Iowa’s First, including all documents to be delivered pursuant to Section 2.02(c), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Iowa’s First authorized to sign this Agreement and the other Transaction Documents; and (iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required by Iowa’s First to give effect to the transactions contemplated by this Agreement. (d) At the Closing, Buyer shall deliver the following: (i) the Closing Payment to First American Title Company; (ii) the VBF B▇▇▇ of Sale to VBF, duly executed by Buyer; (iii) the Transport B▇▇▇ of Sale to Transport, duly executed by Buyer; (iv) with respect Promissory Note A and the related mortgage to each Lease, an Assignment and Assumption of LeaseVBF, duly executed by a Seller or an Affiliate of Sellers, as applicableBuyer; (v) Promissory Note B and the Third Party Landlord Consentsrelated mortgage to VBF, duly executed by Buyer; (vi) a certificate of the Seller Closing Certificate;Secretary (or equivalent officer) of Buyer to VBF certifying as to (A) the resolutions of the Board of Directors of Buyer, which authorize the execution, delivery and performance of this Agreement, including all documents to be delivered pursuant to this Section 2.02(d), and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and substance satisfactory to Buyer and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto and substance satisfactory to Buyer and Seller (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities, including, without limitation, any required state forms for the transfer of title of any vehicles; (iii) an Assignment and Assumption of Lease for each Restaurant in form and substance satisfactory to Buyer and Seller (the “Assignment and Assumption of Lease”) and duly executed by Seller; (iv) with respect copies of all consents, approvals, waivers and authorizations referred to each Lease, an Assignment and Assumption in Section 3.02 of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicablethe Disclosure Schedules; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement; (vi) a Franchise Agreement and all corresponding amendments for each Restaurant duly executed by Franchisor; (vii) the Line of Credit Agreement duly executed by Franchisor; and (viii) any applicable Interim Management Agreements, duly executed by Seller. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentConsideration; (ii) the Escrow Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement of Lease for each Restaurant duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect copies of all consents and authorizations referred to each Lease, an Assignment and Assumption in Section 4.02 of Lease, duly executed by Buyer or a designated Affiliate of Buyerthe Disclosure Schedules; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer Closing Certificate;certifying as to (A) the resolutions of the board of directors of Buyer, 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 Buyer authorized to sign this Agreement and the documents to be delivered hereunder; and (vi) the certificates required a Franchise Agreement and all corresponding amendments for each Restaurant duly executed by Section 7.03(f) and Section 7.03(g);Buyer; and (vii) the Management Agreement, to the extent applicable under the terms Line of Section 6.18, Credit Agreement duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreementapplicable Interim Management Agreements, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At The obligations of Flowr to complete the Closingtransactions contemplated by this Agreement shall be subject to the satisfaction, Sellers shall deliver to Buyer on or before the followingClosing Date, of the following conditions precedent, each of which is for Flowr’s exclusive benefit and may be waived, in whole or in part, by Flowr in its sole discretion: (i) In respect of the Escrow Agreement duly executed by SellersPurchase and Sale, delivery of: (A) evidence of confirmation of approval or consent from the applicable Official Body in respect of the filings required to be made pursuant to Section 4.2, to the satisfaction of Flowr; (iiB) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) evidence of the Purchased Assets and written approval issued by the Assumed Liabilities; (iv) board of directors of the Company with respect to each Lease, an Assignment the Purchase and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers Sale in accordance with the terms of the memorandum and articles of association of the Company; (C) share certificates representing the Purchased Shares, free and clear of all Liens, issued by the Company in the name of Flowr, together with evidence satisfactory to Flowr that Flowr has been entered upon the books of the Company as the holder of the Purchased Shares (and the share certificate or certificates representing the Purchased Shares in the name of Pauric Holdco marked as cancelled); (D) evidence satisfactory to Flowr, acting reasonably, that the Company has obtained a full and complete exemption from any requirement to pay a stamp duty in connection with the transactions contemplated herein pursuant to the laws of Malta; (E) waiver of pre-emptive rights letter, in form satisfactory to Flowr, acting reasonably, pursuant to which each of the Shareholders waives any and all pre-emptive rights pursuant to the memorandum and articles of association of the Company or otherwise pursuant to applicable law in relation to the transfer of the Purchased Shares; and (F) evidence satisfactory to Flowr, acting reasonably, of the board appointment provided for in Section 6.3. (ii) In respect of the Subscription, delivery of: (A) evidence of confirmation of approval or consent from the applicable Official Body in respect of the filings required to be made pursuant to Section 4.2, to the satisfaction of Flowr; (B) an acknowledgment from the Company that the Subscription Price has been duly satisfied and evidence, satisfactory to Flowr, of the termination of the Term Sheet; and (C) share certificates representing the Subscription Shares together with evidence satisfactory to Flowr that Flowr has been entered upon the books of the Company as the holder of the Subscription Shares. (iii) In respect of the Purchase and Sale and the Subscription, delivery of: (A) evidence of any other confirmations of approval or consents from the applicable Official Body required in respect of the Purchase and Sale and the Subscription, including approval of the TSX Venture Exchange, if required; (B) certificate of an officer of the Company certifying the issued and outstanding Shares and other securities of the Company, any rights to acquire Shares or any other securities of the Company and list of holders of Shares and rights to acquire Shares (or a bringdown certificate in respect of the certificate delivered by the Company pursuant to Section 4.1 certifying that such certificate delivered pursuant to Section 4.1 is true and correct as at the time of Closing); (C) evidence of the register of members and directors of the Company duly updated to reflect the transactions contemplated by this Agreement; and (D) a certificate of status, compliance, good standing or like certificate with respect to the Company issued by the appropriate Official Body. (b) At The obligations of Pauric Holdco to complete the Closingtransactions contemplated by this Agreement shall be subject to the satisfaction, Buyer shall deliver, on or cause its designated Affiliate to deliver, to Sellers the following: (i) before the Closing Payment; (ii) Date, of the Escrow Agreement duly executed following condition precedent, which is for Pauric Holdco’s exclusive benefit and may be waived, in whole or in part, by Buyer; (iii) Pauric Holdco in its sole discretion: in respect of the Assignment Purchase and Assumption Agreement duly executed by Buyer Sale, delivery of a cheque or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required bank draft contemplated by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement2.2. (c) At The obligations of the Closing, Buyer Company to complete the transactions contemplated by this Agreement shall deliver the Escrow Amount be subject to the Escrow Agent pursuant satisfaction, on or before the Closing Date, of the following condition precedent, which is for the Company’s exclusive benefit and may be waived, in whole or in part, by the Company in its sole discretion: in respect of the Subscription, delivery of evidence, satisfactory to the Escrow AgreementCompany, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each termination of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverTerm Sheet.

Closing Deliverables. (a) At On the ClosingClosing Date, Sellers the Selling Companies shall deliver to Buyer the Parent or Newco the following: (i) the Escrow Agreement duly executed by Sellersany documentation required to be delivered pursuant to Section 7.3 above; (ii) a each of the Selling Companies shall deliver to the Parent an officers and incumbency certificate, which shall include the following: (a) certified organizational documents and governing documents for each of the Selling Companies; (b) resolutions of the board of directors and equity holders of each of the Selling Companies, and good standing certificates for each of the Selling Companies. (iii) an executed ▇▇▇▇ of sale in the form of attached hereto as Exhibit E hereto F (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiiv) an assignment and executed assumption agreement in the form of attached here as Exhibit F hereto G (the “Assignment and Assumption Agreement”); (v) an executed assignment of intellectual property in the form attached here as Exhibit H (“IP Assignment and duly Assumption Agreement”); (vi) any deeds or other documentation or instruments required to be delivered under Real Estate Purchase Agreement; (vii) any other conveyance documents required to be executed and delivered by Sellers the Parent; (viii) an executed Escrow Agreement; (ix) the Required Consents and Governmental Authorization set forth on Schedule 7.1(c); (x) any Contract Waivers obtained prior to the Affiliates of SellersClosing; (xi) documentation related to the CTC Waiver, as applicable, effecting if any; (xii) any other executed ancillary documents contemplated under this Agreement; and (xiii) any Security Documents. (b) On the assignment Closing Date Parent and/or Newco shall deliver to and assumption by Buyer the Selling Companies at Closing: (or designated Affiliate of Buyeri) of any documentation required to be delivered pursuant to Section 7.2 above; (ii) the Purchased Assets and Estimated Cash Purchase Price less the Assumed LiabilitiesEscrow Amount; (iii) the executed Escrow Agreement; (iv) with respect to each Lease, an the executed Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicableAgreement; (v) the Third Party Landlord Consentsexecuted IP Assignment Agreement; (vi) each of the Seller Closing Certificate;Parent and any Newco shall deliver to the Selling Companies an officers and incumbency certificate, which shall include the following: (a) certified organizational documents and governing documents for each of the Parent and any Newco; (b) resolutions of the board of directors of Parent authorizing the transactions contemplated hereunder, and good standing certificates for each of the Parent and any Newco. (vii) the Management Agreement(s) associated with Permits to the extent applicable any other executed ancillary documents contemplated under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings any documentation or documents, in form and substance reasonably acceptable to Sellers, as may be instruments required to give effect to be delivered under the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementReal Estate Purchase Agreements. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At or prior to the Escrow Closing, Sellers the Corporation shall deliver to Buyer Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) a certificate, dated the Escrow Agreement Closing Date and signed by a duly executed by Sellersauthorized officer of the Corporation that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; (ii) a ▇▇▇▇ certificate of sale in the form Secretary or an Assistant Secretary (or equivalent officer) of Exhibit E hereto the Corporation certifying (1) all resolutions adopted by the “▇▇▇▇ Board authorizing the execution, delivery and performance of Sale”) and duly executed this Agreement by Sellersthe Corporation, and Affiliates consummation of Sellersthe transactions contemplated hereby, as applicable(2) that each of the Shareholders has executed and delivered the Requisite Shareholders’ Consent, transferring (3) that all resolutions of the tangible personal property included Board and all authorizations provided by each Shareholder in connection with the Purchased Assets to Buyer (Requisite Shareholders’ Consent are in full force and effect without modification or designated Affiliate of Buyer)amendment; (iii) an assignment stock certificates representing all of the outstanding Transferred Stock and assumption agreement properly executed and completed Letters of Transmittal with respect thereto, in the form attached to Exhibit D (“Letters of Exhibit F hereto (Transmittal”), shall be delivered by the “Assignment Shareholders to the Escrow Agent. In addition, the Shareholders shall execute and Assumption deliver to Royale, and shall cause the Corporation to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Corporation or its Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under this Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities;. (iv) with respect to each Lease, an Assignment and Assumption a certificate of Lease, duly executed by a Seller the Secretary or an Affiliate Assistant Secretary (or equivalent officer) of Sellersthe Corporation certifying the names and signatures of the officers of the Corporation authorized to sign this Agreement, as applicablethe Corporation Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the Third Party Landlord Consentssecretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Royale Parties are organized; (vi) the Seller Closing CertificateSection 351 Plan; (vii) certificates of non-foreign status delivered by each Shareholder of the Management Agreement(s) associated with Permits to Corporation under Section 1445 of the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable;IRC; and (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings documents or documents, in form instruments as Royale reasonably requests and substance are reasonably satisfactory necessary to Buyer, as may be required to give effect to consummate the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer Royale shall deliver, deliver to the Corporation (or cause its designated Affiliate to deliver, to Sellers such other Person as may be specified herein) the following: (i) instructions to Royale’s transfer agent to issue and deliver to the Closing PaymentShareholders the Exchange Consideration to be issued as provided in ARTICLE II; (ii) instructions to Royale’s transfer agent to issue and deliver to the Escrow Agreement duly executed by Buyerholders of Matrix Preferred Interests the Preferred Exchange Consideration; (iii) evidence that the Assignment and Assumption Agreement duly executed Matrix Senior Indebtedness shall have been assumed by Buyer Parent or a designated Affiliate paid off as of Buyerthe Closing Date in accordance with Section 6.17; (iv) with respect to a certificate, dated the Closing Date and signed by a duly authorized officer of each LeaseRoyale Party, an Assignment that each of the conditions set forth in Section 8.03(a) and Assumption of Lease, duly executed by Buyer or a designated Affiliate of BuyerSection 8.03(b) have been satisfied; (v) a certificate of the Buyer Closing CertificateSecretary 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 certificates required by Section 7.03(fSecretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and Section 7.03(g)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 Management Agreement, establishment of a new Subsidiary and the transfer of all of the assets related to the extent applicable under DWI Business of Royale (including assets held in trust for its investors); (viii) the terms of Section 6.18, duly 351 Plan; (ix) employment agreements executed by Buyer Parent and each of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇, S▇▇▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇, J▇▇ ▇▇▇▇▇▇▇▇ and J▇▇ Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates or other evidence reasonably satisfactory to the Corporation confirming that none of the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a designated Affiliate “foreign person” within the meaning of BuyerTreasury Regulation § 1445-2(b); and (viiixi) such other customary instruments, filings documents or documents, in form instruments as the Corporation reasonably requests and substance are reasonably acceptable necessary to Sellers, as may be required to give effect to consummate the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions contemplated by this Agreement. (c) At the Closing, Buyer provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each 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 requirements, Royale and the Corporation shall deliver the Escrow Amount provide joint written instructions to the Escrow Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and stock certificates held in escrow by Escrow Agent pursuant to the Escrow this Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers shall deliver to Buyer Group the following: (i) the Escrow Agreement duly executed by Sellers; (ii) (A) a ▇▇▇▇ of sale in the form of Exhibit E hereto transferring to Sub 1 all Tangible Personal Property, as it relates to Business 1, (the “B) a ▇▇▇▇ of sale transferring to Sub 2 all Tangible Personal Property as it relates to Business 2; and (C) one or more other bills of sale transferring all other Purchased Assets that are Tangible Personal Property to Buyer Parent or any other entity designated by Buyer Parent (collectively, the “Bills of Sale”), in each case in form and substance satisfactory to Buyer Group and duly executed by Sellers; (A) an assignment and assumption agreement assigning to Sub 1 all Purchased Assets (with Sub 1 assuming all Assumed Liabilities) as they relate to Business 1; (B) an assignment and assumption agreement assigning to Sub 2 all Purchased Assets (with Sub 2 assuming all Assumed Liabilities) as they relate to Business 2; and (C) (A) an assignment and assumption agreement assigning to Buyer Parent or any other entity designated by Buyer Parent all other Purchased Assets (with Buyer Parent or its designee assuming all other Assumed Liabilities) (collectively, the “Assignment and Assumption Agreements”), in each case in form and substance satisfactory to Buyer Group and duly executed by Sellers; (iv) assignments in form and substance satisfactory to Buyer Group (the “Intellectual Property Assignments”) and duly executed by Sellers, and Affiliates transferring all of Sellers’ right, title and interest in and to the Intellectual Property Assets and the Intellectual Property Licenses, (A) to Sub 1, as applicableit relates to Business 1; (B) to Sub 2, transferring the tangible personal property included in the Purchased Assets as it relates to Business 2; and (C) to Buyer (Parent or to any other entity designated Affiliate of Buyer)by Buyer Parent as it relates to any other Intellectual Property Assets and any other Intellectual Property Licenses; (iiiv) with respect to each Lease, an assignment Assignment and assumption agreement Assumption of Lease in the form of Exhibit F hereto and substance satisfactory to Buyer Parent (the each, an “Assignment and Assumption Agreementof Lease”) and duly executed by Sellers Sellers; (vi) an employment agreement executed by ▇▇▇▇ ▇▇▇▇▇▇▇, relating to his employment with Buyer Group after the Closing in form and substance acceptable to Buyer Group (the Affiliates of “▇▇▇▇▇▇▇ Employment Agreement”); (vii) the Sellers, as applicable, effecting ’ Closing Certificate; (viii) the assignment to and assumption by Buyer (or designated Affiliate of Buyercertificate(s) of the Purchased Assets Secretary or Assistant Secretary of Sellers required by Section 7.02(j); (ix) evidence that the Sellers’ domain names have been assigned and transferred to the applicable members of the Buyer Group; (x) evidence that the Sellers have changed their corporate names to other names that are not confusingly similar, in Buyer Group’s sole and absolute discretion, with the corporate names that the Buyer Group is purchasing as part of the Intellectual Property Assets; (xi) the Disclosure Schedule required pursuant to Section 2.03(a) of this Agreement listing the trade payables being assumed as part of the Assumed Liabilities and the Assumed Liabilitiesamounts owed on such trade payables as of the Closing; (xii) a payoff letter from the Sellers’ lending institution evidencing the Bank Payoff Amount; (xiii) the Disclosure Schedule required pursuant to Section 2.05 of this Agreement; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer Group, as may be required to give effect to this Agreement. (b) At the Closing, Buyer Group shall deliver to Sellers the following: (i) the Aggregate Purchase Price less the Bank Payoff Amount, the Trade Payables Amount, the Unpaid Third Party Expenses Amount and the Escrow Amount, delivered by wire transfer to an account specified by the Sellers at least three (3) days prior to the Closing Date; (ii) the Escrow Agreement duly executed by Buyer Group; (iii) the Assignment and Assumption Agreements duly executed by the applicable members of the Buyer Group; (iv) with respect to each Lease, an Assignment and Assumption of Lease, Lease duly executed by a Seller or an Affiliate the applicable member of Sellers, as applicablethe Buyer Group; (v) the Third Party Landlord Consents;▇▇▇▇▇▇▇ Employment Agreement duly executed by the applicable members of the Buyer Group (vi) the Seller Buyer Group Closing Certificate; (vii) the Management Agreement(scertificate(s) associated with Permits to of the extent applicable under Secretary or Assistant Secretary of each member of the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates Buyer Group required by Section 7.02(i7.03(h) and Section 7.02(j7.03(i); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer Group shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding At the order of Closing, Buyer Group shall pay the deliveries by Bank Payoff Amount and the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth Unpaid Third Party Expenses Amount in this accordance with Section 3.02 has been completed or has been waived by the party entitled to make such waiver2.05.

Closing Deliverables. (a) Closing Deliverables of the Seller Parties, the ESOP Trustee and the Bondholders’ Representative. At the Closing, Sellers the Seller Parties, the Bondholders, the ESOP Trustee and the Bondholders’ Representative, as applicable, shall deliver to Buyer Buyer, in addition to any other documents to be delivered under the followingprovisions of this Agreement, all of the following documents: (i) the Escrow Agreement Closing Statement, dated as of the date hereof, duly executed by Sellerseach of the Seller Parties, the ESOP Trustee and the Bondholders’ Representative (the “Closing Statement”); (ii) the Escrow Agreement, duly executed by each of the Seller Parties, the Bondholders, the ESOP Trustee and the Bondholders’ Representative; (iii) a ▇▇▇▇ of sale and assignment and assumption agreement with respect to the Acquired Assets, substantially in the form of attached hereto as Exhibit E hereto D (the “▇▇▇▇ of Sale”) Sale and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and ), duly executed by Sellers Parent, Queensgate, Mullaghan and the Affiliates of SellersBeverage, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Leaseparcel of Owned Real Property, an Assignment and Assumption of Leasea general warranty deed, in the form attached hereto as Exhibit E, duly executed and notarized by a Seller or an Affiliate of SellersMullaghan, as applicable, conveying good, marketable and insurable title to the Owned Real Property subject only to the applicable Permitted Liens described specifically and not categorically; (v) the Third Party Landlord Consents; (vi) at the Seller Closing Certificate; Parties’ expense, an owner’s title insurance policy (viithe “Title Policy”) the Management Agreement(s) associated with Permits respect to the extent applicable under the terms of Section 6.18Owned Real Property, duly executed issued by a Seller or Affiliate nationally recognized title insurance company reasonably acceptable to Buyer, written as of Sellerthe Closing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form, as applicable; Buyer shall reasonably request, which such Title Policy shall insure fee simple title to the Owned Real Property, free and clear of all Liens other than Permitted Liens and those listed on Schedule 1.9(a)(v), and an appropriately certified ALTA/ACSM Land Title Survey (viiithe “Survey”) showing no Liens other than the certificates required by Section 7.02(i) Permitted Liens and Section 7.02(jthose listed on Schedule 1.9(a)(v); and (ix) such other customary instruments, filings or documents, and otherwise in form and substance reasonably satisfactory to Buyer, for the Owned Real Property; (vi) offer letters, in the form attached hereto as may be required to give effect Exhibit F (the “Offer Letters”), duly executed by those Persons identified on Schedule 1.9(a)(vi); (vii) non-competition and non-solicitation agreements, in the form attached hereto as Exhibit G (each, a “Non-Competition Agreement and Non-Solicitation Agreement” and collectively, the “Non-Competition Agreements and Non-Solicitation Agreements”), duly executed by those Persons identified on Schedule 1.9(a)(vii); (viii) the Earn-Out Agreement, duly executed by each of the Seller Parties, the Bondholders, and the Bondholders’ Representative; (ix) evidence of full and complete payment of all Indebtedness (including payoff letters with respect thereto) and releases of all Liens (other than Permitted Liens with respect to the transactionsAcquired Assets) on the Acquired Assets, including the termination of all security interests with respect to the Acquired Assets, in each case in a form reasonably acceptable to Buyer; (x) a certificate of the Secretary of each of Parent, Queensgate, Mullaghan and Beverage (A) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, members or managers (or similar governing body), 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 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) certifying that attached thereto are true and complete copies of such entity’s articles of incorporation or articles or certificate of formation (or similar document), as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and any postcomplete copies of such entity’s bylaws or operating agreement, as applicable, as amended through and in effect on the Closing Date; and (D) certifying as to the incumbency of the officer(s) of such entity executing this Agreement and the Transaction Documents on behalf of such entity; (xi) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the state of incorporation or formation, as applicable, of each of Parent, Queensgate, Mullaghan, Beverage and the Trust and in each state in which Parent, Queensgate, Mullaghan, Beverage or the Trust, as applicable, is qualified to conduct business, stating that Parent, Queensgate, Mullaghan, or Beverage, as applicable, is in good standing or has comparable active status in such state; (xii) a duly executed certificate from Mullaghan in accordance with Treasury Regulations Section 1.1445-closing obligations 2 to the effect that Mullaghan, as applicable, is not a “foreign person” as that term is defined in Section 1445 of Sellers the Code; (xiii) evidence from each of Parent, Queensgate, Mullaghan and Beverage of the purchase by the Seller Parties, at the Seller Parties’ sole cost and expense, of (A) a directors and officers insurance tail policy, (B) an errors and omissions insurance tail policy, and (C) an ERISA fiduciary liability insurance tail policy, in the case of the insurance described in subclause (B), for three (3) years from the Closing Date and, in the case of the insurance described in subclauses (A) and (C), for six (6) years from the Closing Date, with respect to matters existing or occurring at or prior to the Closing Date; (xiv) evidence of the legally valid completion of all pass through voting requirements with respect to the ESOP and evidence of the ESOP Trustee’s approval of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyersuch pass through vote; and (viiixv) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect documents relating to the transactions, and the Closing, and any post-closing obligations of transactions contemplated by this Agreement as Buyer in accordance with the terms of this Agreementmay reasonably request. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At On or prior to the Closing, Sellers the Company shall issue, deliver or cause to Buyer be delivered to each Purchaser the following:following (the “Company Deliverables”): (i) the Escrow Agreement this Agreement, duly executed by Sellersthe Company; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and Registration Rights Agreement, duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Company; (iii) an assignment and assumption agreement evidence of the issuance of the Shares in the form name of the Purchasers by book entry on the stock ledger of the Company (or, if the Shares are to be represented in certificated form, a certificate representing the Shares in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit F D hereto (the “Assignment and Assumption AgreementStock Certificate”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities)); (iv) with respect to each Leasea Warrant, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate the Company and registered in the name of Sellers, such Purchaser as applicableset forth on the Stock Certificate Questionnaire included as Exhibit D hereto; (v) a legal opinion of Company Counsel, dated as of the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) Date and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyerthe Purchasers, executed by such counsel and addressed to the Purchasers; (vi) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Conversion Shares and the Warrant Shares (the “Listing Submission”); (vii) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, the Warrants, and the issuance and reservation of the Conversion Shares and the Warrant Shares, (b) certifying the Certificate of Incorporation (as defined below) and Bylaws (as defined below) in effect on the Closing Date and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viii) a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware, as may be required to give effect to the transactions, of a date within three (3) Business Days of the Closing Date; (ix) evidence of the Company’s qualification as a foreign corporation and any post-closing obligations good standing issued by the Secretary of Sellers State (or comparable office) of each jurisdiction in accordance 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 (x) evidence of filing of the Certificate of Designation with the terms Secretary of this AgreementState of the State of Delaware. (b) At On or prior to the Closing, Buyer each Purchaser shall deliver, deliver or cause its designated Affiliate to deliver, be delivered to Sellers the following:Company the following (the “Purchaser Deliverables”): (i) the Closing Paymentthis Agreement, duly executed by such Purchaser; (ii) the Escrow Agreement Registration Rights Agreement, duly executed by Buyersuch ▇▇▇▇▇▇▇▇▇; (iii) its Subscription Amount, in United States dollars and in immediately available funds, in the Assignment and Assumption Agreement duly executed amount set forth in the “Subscription Amount” column opposite each Purchaser’s name in the table set forth on Annex A by Buyer or a designated Affiliate of Buyer;wire transfer to the Company; and (iv) with respect to each Lease, an Assignment a fully completed and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) Stock Certificate Questionnaire in the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) form attached hereto as Exhibit D if such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementPurchaser has requested Stock Certificates. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. At the Closing, (a) At the Closing, Sellers shall deliver to Buyer the following▇▇▇▇▇▇▇▇▇ Parties shall: (i) effect the Escrow Agreement transfer of the Specified Assets to the Purchaser in the following manner: (1) with respect to the Coupons, via the mechanism available to holders of the Coupons on the BITMAIN Website, pursuant to the applicable “Coupon Rules” at the time of the Closing, or such other process directing BITMAIN or its applicable Affiliates to apply the Coupons in favor of NYDIG as may be directed by ▇▇▇▇▇, and (2) with respect to the Credits, by delivering to BITMAIN or its applicable Affiliates one or more BITMAIN Third-Party Agreements in substantially the form attached hereto as Exhibit H, duly executed by Sellersa ▇▇▇▇▇▇▇▇▇ Party or such other process directing BITMAIN or its applicable Affiliates to apply the Credits in favor of NYDIG as may be directed by NYDIG; (ii) a ▇▇▇▇ deliver to NYDIG duly completed and executed Internal Revenue Service Form W-9’s or certificates of sale non-foreign status that meets the requirements set forth in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of BuyerTreasury Regulation Section 1.1445-2(b)(2); (iii) an assignment and assumption agreement in deliver to NYDIG the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers Coupons and the Affiliates Credits free and clear of Sellers, as applicable, effecting all Liens in accordance with the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilitiesprocedures described in Section 3.2(a)(i); (iv) with respect deliver to each LeaseNYDIG any necessary executed consents, an Assignment assignments, contribution agreements, or similar documents evidencing that the RIGS LLCs own the Equipment referenced on Exhibit E hereto, free and Assumption clear of Leaseall Liens and Taxes as of the Closing, duly executed by a Seller or an Affiliate of Sellers, as applicablereasonably satisfactory to NYDIG; (v) deliver evidence of the Third Party Landlord Consentstransfers of the Interests from the Sellers to the Purchaser, such evidence to be reasonably satisfactory to the Purchaser; (vi) deliver to the Seller Closing Certificate;NYDIG Client counterparts to the Hosting Agreements duly executed by ▇▇▇▇▇▇▇▇▇ Host, which shall be in full force and effect as of the Closing; and (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form instruments and substance certificates as shall be reasonably satisfactory to Buyer, as may be required to give effect to requested by NYDIG or their counsel for the transactions, purpose of consummating the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At NYDIG shall deliver to the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following▇▇▇▇▇▇▇▇▇ Parties: (i) evidence of the Closing Paymentwaiver, cancellation and forgiveness of the MEFA Debt, in form and substance satisfactory to the ▇▇▇▇▇▇▇▇▇ Parties, acting reasonably; (ii) counterparts to the Escrow Agreement Hosting Agreements duly executed by Buyer;each NYDIG Client; and 4855-7789-2676v.22 (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form instruments and substance certificates as shall be reasonably acceptable to Sellers, as may be required to give effect to requested by the transactions, and ▇▇▇▇▇▇▇▇▇ Parties’ counsel for the Closing, and any post-closing obligations purpose of Buyer in accordance with consummating the terms of transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers shall deliver to Buyer the following: : (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ bill of sale in the form of Exhibit E hereto and substance satisfactory to Buyer (the “▇▇▇▇ Bill of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer Buyer; (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable▇▇▇▇▇▇▇, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; ; (iii) assignments in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect to each Leaseparcel of Owned Real Property, an Assignment a general warranty deed in form and Assumption substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by Sellers; (v) a power of Lease, attorney in form and substance satisfactory to Buyer and duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; ; (vi) the Seller Sellers Closing Certificate; ; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; FIRPTA Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(i7.01(k) and Section 7.02(j7.01(l); and (ix) such other customary instrumentsinstruments of transfer, filings assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, deliver to Sellers the following: : (i) 50% of the Closing Payment; Purchase Price, less the Purchase Price Holdback Amount, by wire transfer of immediately available funds to an account designated in writing by Sellers to Buyer; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; ; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (viii) the Buyer Closing Certificate; ; (viiv) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f7.02(g) and Section 7.03(g7.02(h); ; and (viiv) The proof of removal of Selling Persons as personal guarantors on the Management Agreement, Ameristate Bank Loan and the SBA Loan to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreementapplicable. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers the Company and the Stockholders shall have duly delivered to Buyer (or shall be prepared to duly deliver to Buyer the Payment Agent, as applicable) the following: (i) This Agreement and the Escrow Agreement duly executed by SellersTransactional Documents; (ii) A certificate (in form and substance satisfactory to Buyer) signed by the [*] of the Company that all of the Company's covenants, obligations, representations and warranties have been satisfied and all Company Board and stockholder consents have been obtained with respect to the Acquisition; (iii) Each Stockholder shall be prepared to deliver to the Paying Agent: (A) stock certificates (which shall not be subject to any restrictive legends) for the Shares to be sold by such Stockholder pursuant to this Agreement duly endorsed in blank or in favor of Buyer and (B) an irrevocable stock power assigning and transferring to the Buyer all Shares held by such Stockholder; (iv) Each Stockholder shall be prepared to deliver to the Paying Agent a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates delivered letter of Sellerstransmittal and release in a form acceptable to the Buyer; (v) All notices to any Governmental Authority and all approvals of any Governmental Authority set forth in Section 3.4 of the Company Disclosure Schedule will have been obtained and must be final and effective and copies of such approvals shall have been delivered to the Buyer; (vi) Each Company and UK Subsidiary officer and director shall have resigned from such person's position with the Company or the UK Subsidiary, as applicable, transferring pursuant to a letter of resignation effective on the tangible personal property included Closing Date (in the Purchased Assets a form and substance reasonably satisfactory to Buyer (or designated Affiliate of Buyer); (iiivii) an assignment A true and assumption agreement in correct copy of the form resolutions of Exhibit F hereto (the “Assignment meeting of the Company Board authorizing the execution, delivery and Assumption Agreement”) and duly executed by Sellers performance of this Agreement and the Affiliates of Sellers, as applicable, effecting other Transaction Documents and the assignment to and assumption by Buyer (or designated Affiliate of Buyer) consummation of the Purchased Assets and Acquisition, certified by the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption President of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits Company shall have been delivered to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicableBuyer; (viii) The Buyer shall have received from [*] an opinion addressed to the certificates required by Section 7.02(i) and Section 7.02(j); andBuyer, dated as of the Closing Date, in the form attached hereto as Exhibit E; (ix) such other customary instruments, filings or documents, The Company shall have duly delivered to Buyer a certificate in form and substance reasonably satisfactory to Buyer, as may be required to give effect to duly executed and acknowledged, certifying that the transactions, Acquisition is exempt from withholding under Section 1445 of the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing PaymentCode; (iix) The Company shall have duly delivered to Buyer the Closing Balance Sheet, which shall be accompanied by such supporting documentation, information and calculations as are necessary for the Buyer to verify and determine the amounts set forth therein; (xi) A Certificate of Amendment of Certificate of Incorporation of the Company in the form attached hereto as Exhibit F shall have been filed with the Secretary of State of the State of Delaware; (xii) All of the actions to be taken under that certain Restructuring Agreement dated as of the date hereof, by and between the Company, [*] and the other parties named therein shall have occurred and been consummated, including, without limitation, (A) the Escrow Agreement duly executed removal of all security interests and Liens on the property and assets of the Company, (B) the payment and satisfaction in full of all amounts owed and obligations of the Company under the Credit Agreement, (C) the cancellation of all Company Warrants, and (D) the conversion of all shares of Company Series A Preferred Stock to Company Common Stock; (xiii) The Company Incentive Plan shall be terminated and all participants thereof shall have acknowledged and agreed to the termination of all benefits under the Company Incentive Plan; (xiv) A true and correct copy of the resolutions of the meeting of the Company Board terminating the 401(k) Plan as contemplated by Section 6.6 above shall have been delivered to the Buyer; (iiixv) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of BuyerThe Company Financing Documents shall have been terminated; (ivxvi) with respect Each Management Employee shall have duly delivered to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the an amendment to such Management Agreement, Employee's employment agreement in a form satisfactory to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viiixvii) The right, power and authority of Licensor under the [*] License Agreement to grant the license to the Licensed Technology (including, without limitation, the Patent Rights) to the Company (all as defined in the [*] License Agreement) as provided therein shall be demonstrated to the Buyer's satisfaction, in its sole discretion, such demonstration to consist, at the Buyer's option, of recordation of all such Patent Rights in the name of Licensor, of written confirmation of such right, power and authority by the record owner(s) of any such Patent Rights, or of such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, means as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agentspecify. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers each of the Selling Parties shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale sale, assignment and assumption agreement in the form of Exhibit E A attached hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableexecuted, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer of the other Purchased Assets; (ii) the Escrow Agreement duly executed by the Selling Parties; (iii) a certificate of the Secretary (or designated Affiliate of Buyerequivalent officer) certifying as to (A) the resolutions of the Purchased Assets board of directors (or equivalent) which authorize the execution, delivery and performance of this Agreement, the ▇▇▇▇ of Sale, the UAB License Assignment, the Amended and Restated License, and the Assumed Liabilities;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 authorized to sign this Agreement and the other Transaction Documents; and (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments 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, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers the Selling Parties the following: (i) certificate(s) representing the Closing PaymentTransaction Shares or, if Buyer so elects, evidence reasonably satisfactory to Seller that such Transaction Shares have been registered in book-entry form on the share register of the Company, provided that one-hundred percent (100%) of the Transaction Shares shall be held by the Escrow Agent pursuant to the Escrow Agreement to satisfy any claims made by a Buyer Indemnitee (as defined below) under Article VI hereof; (ii) evidence reasonably satisfactory to Seller that the Transaction Shares have been approved for listing on the Nasdaq Capital Market (“Nasdaq”); (iii) the ▇▇▇▇ of Sale duly executed by Buyer; (iv) the Escrow Agreement duly executed by Buyer; (iii) Buyer and the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of BuyerEscrow Agent; (v) a Release and Waiver Agreement, in the Buyer form of the attached Exhibit B, evidencing Buyer’s forgiveness of all amounts due and owing under the Promissory Note, release and waiver of the Security Agreement, and release and waiver of all Claims against the Selling Parties arising before the Closing Certificate;Date. (vi) a certificate of the certificates required by Section 7.03(fSecretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery and Section 7.03(g);performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instrumentsinstruments of transfer or assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersBuyer, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers RRWC shall deliver or cause to Buyer the followingbe delivered to RSG: (i1) a counterpart to the Escrow Agreement Supplier Agreement, duly executed and delivered by Sellers; (ii) a ▇▇▇▇ duly authorized Representative of sale RRWC, in substantially the form of attached to this Agreement as Exhibit E hereto A (the “▇▇▇▇ of SaleSupplier Agreement”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii2) an assignment and assumption agreement in the form evidence of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) termination of the Purchased Assets existing License Agreement between RRWC and Eastside, and R▇▇▇ ▇▇▇▇▇, and Rich Trust, effective as of the Assumed Liabilitiesdate of Closing; (iv3) with respect to each Lease, an Assignment and Assumption a certificate of Lease, duly executed existence or good standing for Seller issued by a Seller or an Affiliate its jurisdiction of Sellers, as applicableorganization dated within thirty (30) days of Closing; (v4) a copy of the Third Party Landlord Consents; articles of incorporation, certified by the secretary of state, and a copy of the bylaws (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18or equivalent agreement or governing document), duly executed certified by a Seller or Affiliate Representative of SellerRRWC, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, each in form and substance reasonably satisfactory to BuyerRSG; (5) a true and complete copy, as may be required to give effect to certified by an officer of RRWC, of the transactions, resolutions duly and validly adopted by the Closing Board of Directors of RRWC evidencing the authorization of the execution and any post-closing obligations of Sellers in accordance with the terms delivery of this Agreement, the Related Documents and the consummation of the transactions contemplated hereby and thereby; (6) evidence of the termination of all financing statements and the release of all Encumbrances filed or outstanding against the Purchased Assets, if any, or payoff letters committing to release Encumbrances upon receipt of the payoff amount set forth therein; and (7) such other agreements and documents required to be delivered by RRWC at or prior to the Closing pursuant to this Agreement or as the Parties may mutually agree. (b) At the Closing, Buyer RSG shall deliver, deliver or cause its designated Affiliate to deliver, be delivered to Sellers the followingRRWC: (i1) a counterpart to the Closing PaymentSupplier Agreement, duly executed and delivered by a duly authorized Representative of RSG; (ii2) a true and complete copy, certified by an officer of RSG, of the Escrow Agreement resolutions duly executed and validly adopted by Buyerthe Board of Managers of RSG evidencing the authorization of the execution and delivery of this Agreement, the Related Documents and the consummation of the transactions contemplated hereby and thereby; (iii3) the Assignment and Assumption Agreement duly executed a certificate of existence or good standing for RSG issued by Buyer or a designated Affiliate its jurisdiction of Buyerorganization dated within thirty (30) days of Closing; (iv4) with respect to each Leasea copy of the certificate of formation of RSG, certified by the secretary of state, and a copy of the operating agreement of RSG, certified by an Assignment and Assumption officer of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of BuyerRSG; and (viii5) such other customary instruments, filings or documents, in form agreements and substance reasonably acceptable to Sellers, as may be documents required to give effect be delivered by RSG at or prior to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent Closing pursuant to this Agreement or as the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow AgentParties may mutually agree. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At The obligations of Purchaser to consummate the transactions contemplated hereby at Closing are subject to the fulfillment, on or before the Closing, Sellers shall deliver to Buyer of each of the followingfollowing conditions unless waived by the Purchaser: (i) Solely during the Escrow period beginning on the Effective Date and ending on the Outside Date, the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement duly executed by Sellersunder the HSR Act shall have expired or otherwise been terminated; (ii) a The Seller shall have delivered the Bill of Sale & A▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) nment and Assumption Agreement, duly executed by Sellers, and Affiliates an authorized officer of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Seller; (iii) an assignment and assumption agreement in The Seller shall have delivered the form of Exhibit F hereto (the “Assignment and Assumption Transition Services Agreement”) and , duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) an authorized officer of the Purchased Assets and the Assumed LiabilitiesSeller; (iv) with respect The Seller shall have delivered (or caused to be delivered) each Lease, an of the Intellectual Property Assignment and Assumption of LeaseAgreements, duly executed by a an authorized officer of the Seller or an Affiliate of SellersDr. Reddy’s Labo▇▇▇▇▇▇▇▇, ▇nc., as applicable;; and (v) the Third Party Landlord Consents; (vi) the The Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) shall have delivered such other customary instruments, filings or documents, in form and substance documents as the Purchaser may reasonably satisfactory to Buyer, as may be required request to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At The obligations of Seller to consummate the transactions contemplated hereby at Closing are subject to the fulfillment, on or before the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers of each of the followingfollowing conditions unless waived by the Seller: (i) Solely during the Closing Paymentperiod beginning on the Effective Date and ending on the Outside Date, the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or otherwise been terminated; (ii) Purchaser shall have delivered the Escrow Agreement duly executed by Buyerpayment of the Cash Consideration in accordance with Section 3.02(b); (iii) Purchaser shall have delivered the Assignment Bill of Sale & A▇▇▇▇nment and Assumption Agreement Agreement, duly executed by Buyer or a designated Affiliate an authorized officer of Buyerthe Purchaser; (iv) with respect to each Lease, an Assignment and Assumption of LeasePurchaser shall have delivered the Transition Services Agreement, duly executed by Buyer or a designated Affiliate an authorized officer of Buyerthe Seller; (v) Purchaser shall have delivered each of the Buyer Closing CertificateIntellectual Property Assignment Agreement, duly executed by an authorized officer of the Purchaser; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) Purchaser shall have delivered such other customary instruments, filings or documents, in form and substance documents as the Seller may reasonably acceptable to Sellers, as may be required request to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At least [***] prior to the Closing, Buyer the Purchaser shall deliver the Escrow Amount have delivered a purchase order to the Escrow Agent Seller pursuant to which the Escrow Seller shall transfer, effective as of and subject to the Closing, such identified engineering batches of Product that are and located at the Seller’s contract manufacturing organization in consideration of Purchaser’s fulfillment of its obligations at Closing pursuant to this Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order an authorized officer of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverPurchaser.

Closing Deliverables. (a) At or before the Closing, Sellers shall deliver or cause to Buyer the followingbe delivered: (i) to Buyer and the Escrow Agreement Agent, a counterpart to the Escrow Agreement, duly executed by SellersS▇▇▇▇▇▇; (ii) to Buyer, a ▇▇▇▇ of sale counterpart to the certificate referred to in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”Section 8.01(b)(v) and duly executed by Sellers, and Affiliates the applicable representative of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)each Seller; (iii) an assignment and assumption agreement in the form to Buyer, interest powers or other instruments of Exhibit F hereto (the “Assignment and Assumption Agreement”) and transfer duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment in blank with respect to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets Interests, free and the Assumed Liabilitiesclear of all Liens (other than restrictions on transfer under Applicable Law regarding securities); (iv) with respect to Buyer, a duly completed and executed IRS Form W8 from each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicableSeller; (v) to Buyer, counterparts of the Third Party Landlord Consentscertificates referred to in Section 7.09(i), during the time period required by such Section; (vi) copies of executed resignations or evidence of removal, effective as of the Seller Closing, of each director and officer of the Company Entities, in their capacity as a director or an officer, which Buyer designates by written notice to the Sellers no later than three Business Days prior to the Closing CertificateDate; (vii) customary payoff letters contemplating the Management Agreement(s) associated with Permits payment in full of all amounts outstanding as of immediately prior to the extent applicable Closing under the terms indebtedness described on Section 2.03 of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; the Company Disclosure Schedule (viii) the certificates required by Section 7.02(i“Payoff Indebtedness”) and Section 7.02(j); and (ix) all instruments and documents necessary to release any and all Liens securing the Payoff Indebtedness upon such other customary instrumentspayment, filings or documentsin each case, in form and substance reasonably satisfactory to Buyer; and (viii) payment in full of the Payoff Indebtedness, as may be required to give effect to the transactions, Persons and in the Closing and any post-closing obligations of Sellers amounts specified in accordance with the terms of this Agreementpayoff letters described in Section 2.03(a)(vii). (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At before the Closing, Buyer shall deliver or cause to be delivered: (i) to Sellers and the Escrow Amount to the Escrow Agent pursuant Agent, a counterpart to the Escrow Agreement, duly executed by B▇▇▇▇; (ii) to Sellers, a counterpart to the certificate referred to in Section 8.01(c)(iii) duly executed by B▇▇▇▇; (iii) to Sellers, an amount equal to (i) the Estimated Purchase Price less (ii) the Escrow Amount, in U.S. dollars and in immediately available funds by wire transfer to an account or accounts designated by Sellers, by notice to Buyer, Sellers and which notice shall be delivered not later than three Business Days prior to the Closing Date; (iv) to the Escrow Agent., an amount equal to the Escrow Amount in U.S. dollars and in immediately available funds by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; and (dv) Notwithstanding an amount equal to the order Estimated Transaction Expenses to the applicable recipients as set forth on the Estimated Closing Statement by wire transfer of immediately available funds to such Persons according to wire instructions provided by Sellers no later than three Business Days prior to the Closing, or to the Company Entities (for further distribution of such amounts by the Company Entities through the next administratively practicable payroll); provided that any compensation payments to service providers of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none Company Entities shall be deemed to have been completed until each of the Actions and deliveries set forth paid in this Section 3.02 has been completed or has been waived by the party entitled to make such waiveraccordance with their terms.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E B attached hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement Intellectual Property Assignment Agreement in the form of Exhibit F C attached hereto (the “Intellectual Property Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets Company Intellectual Property (iii) The Management Services Agreement in the form of Exhibit D attached hereto (the “Management Services Agreement”) and duly executed by Seller, whereby ▇▇. ▇▇▇▇▇▇▇ agrees to render certain services to Buyer after the Assumed LiabilitiesClosing; (iv) with respect to each a Lease for the Property in the form of Exhibit E attached hereto (the “Lease, an Assignment ”) and Assumption of Leaseduly executed by, duly executed by a Seller or an Affiliate ▇▇▇▇▇▇▇ Properties of SellersFla Inc., as applicablethe owner of the Property; (v) tax clearance certificates from the Third Party Landlord Consentstaxing 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 the State of Florida; (vi) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the ▇▇▇▇ of Sale, the Intellectual Property Assignment Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing Certificate(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; (vii) a certificate of the Management Agreement(sPresident of the Company certifying that (i) associated the representations and warranties of Seller contained in ARTICLE III of this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant thereto are true and correct in all respects on and as of the date hereof (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and (ii) Seller has duly performed and complied in all material respects with Permits all agreements, covenants and conditions required by the Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable;Closing Date. (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement.; and (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the followingshall: (i) pay Seller the Closing Paymentbalance of the Purchase Price, after crediting the full amount of the Deposit, by wire transfer in immediately available funds; (ii) deliver the Escrow Management Services Agreement duly executed by Buyer;; and (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver (or cause to be delivered) to Buyer the following:following (except to the extent held by or contained in the Transferred Subsidiary), provided that, in respect of the items referred to in clauses (ii)(b), (ix) and (x) of this Section 3.02, such obligation to deliver shall be satisfied by such documents being located on premises that will be owned, leased or otherwise controlled by Buyer following Closing or otherwise provided to Buyer or its Affiliates as soon as reasonably practicable following Closing (and, in the case of clause (a)(ix) of this Section 3.02, following the timely separation of such Business Books and Records from any other Books and Records of the Seller which Seller will aim to accomplish as soon as reasonably practicable): (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale one or more assignment and assumption agreements substantially in the form of Exhibit E hereto A (the “▇▇▇▇ of Sale”) and duly executed by Sellerseach, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers Seller and the Affiliates of Sellers, as applicableeach other Seller Company, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (ivii) with respect to each Owned Real Property, (A) a grant deed (together with a statement of tax due and request that tax declaration not be made a part of the permanent record (pursuant to Section 11932 R&T Code of the State of California and a preliminary change of ownership form)) in form and substance reasonably satisfactory to Seller and Buyer (each, a “Deed”), conveying Seller’s or the applicable Seller Company’s, as applicable, right, title and interest in and to the Owned Real Property to Buyer or its designee, and duly executed by Seller or the applicable Seller Company, and (B) the Title Policies in accordance with and subject to Section 6.17; (iii) with respect to each Lease, (A) an assignment and assumption of lease in form and substance reasonably satisfactory to Seller and Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by Seller, (B) the applicable landlord’s (each, a “Landlord”) consent to each such Assignment and Assumption of Lease, to the extent the same is required under the applicable Lease, and (C) an estoppel certificate from each Landlord with respect to its applicable Lease in form and substance reasonably satisfactory to Buyer; (iv) (A) the Intellectual Property Assignment and Agreement, duly executed by a Seller or an Affiliate of SellersSeller; and (B) the Copyright Assignment Agreement duly executed by Seller; (C) the Domain Name Assignment Agreement, as applicableduly executed by Seller; and (D) the Trademark Assignment Agreement, duly executed by Seller; (v) the Third Party Landlord ConsentsTransition Services Agreement, duly executed by Seller; (vi) the Seller Closing Certificate; (vii) the Management Agreement(sFIRPTA Certificates, California Form 593(c) associated with Permits and any other certificate or similar document that may be required by any Governmental Authority in order to relieve Buyer of any obligation to withhold any portion of the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicablePurchase Price; (viii) the following documents with respect to the Transferred Subsidiary Shares: (A) a duly executed original instrument of transfer in favor of Buyer and duly executed original sold contract note in respect of the Transferred Subsidiary Shares; (B) share certificates required representing the Transferred Subsidiary Shares; (C) copies of the minutes of meeting of the directors of the Transferred Subsidiary authorizing: (1) the registration of the transfer of such Transferred Subsidiary Shares and Buyer as the registered holder of the Transferred Subsidiary Shares; (2) the amendment of the existing mandates for the operation of each of the Transferred Subsidiary’s bank accounts to take effect immediately on Closing; and (3) the appointment of new directors of the Transferred Subsidiary with individuals designated by Section 7.02(iBuyer; (D) the statutory books of the Transferred Subsidiary, the Organizational Documents and Section 7.02(j)the common seal (if any) of the Transferred Subsidiary; and (E) written resignations to take effect from Closing of all the directors and officers of the Transferred Subsidiary, in each case duly executed and relinquishing any right against the Transferred Subsidiary for loss of office or otherwise. (ix) all of the Business Books and Records of Seller relating exclusively or primarily to the Business, except as otherwise required by Law; (x) all Permits, including Environmental Permits and Health Care Permits, necessary for the operation of the Business, to the extent transferable; and (xi) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement or the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreementother Transaction Documents. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing Paymentamount payable by Buyer (or an Affiliate designated by Buyer) pursuant to Section 2.07(a); (ii) the Escrow with respect to each Seller Company, an Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of LeaseLease duly executed by Buyer; (A) the Intellectual Property Assignment and Agreement, duly executed by Buyer or a designated Affiliate of Buyer; (B) the Copyright Assignment Agreement duly executed by Buyer; (C) the Domain Name Assignment Agreement, duly executed by Buyer; and (D) the Trademark Assignment Agreement, duly executed by Buyer; (v) the Buyer Closing CertificateTransition Services Agreement, duly executed by Buyer; (vi) the certificates required by Section 7.03(f) and Section 7.03(g);Buyer Closing Certificate; and (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, a duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, original bought contract note in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order respect of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverTransferred Subsidiary Shares.

Closing Deliverables. (a) At Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall the Seller will deliver or cause to Buyer be delivered to the followingPurchaser (unless previously delivered), the following items: (i) all original certificates representing the Escrow Agreement Purchased Shares, together with original instruments of share transfer in customary form duly executed by Sellersthe Seller for transfer of the Purchased Shares to the Purchaser, with all transfer Taxes attributable to the transfer of the Purchased Shares paid for by the Seller, together with evidence that all other actions required or advisable to be taken under applicable Legal Requirements to evidence ownership of the Purchased Shares in the Purchaser, free and clear of any and all Encumbrances; (ii) a ▇▇▇▇ all corporate resolutions of sale in CAM, if any, necessary to approve the form transfer of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets Shares to Buyer (or designated Affiliate of Buyer)the Purchaser duly executed; (iii) an assignment a board resolution of each of CAM, KH and assumption agreement in MD noting the form resignation of Exhibit F hereto each director and officer of CAM, KH and MD pursuant to Section 2.2(a)(vi) hereof (the “Assignment and Assumption Agreement”if any) and duly executed appointing such persons as are nominated by Sellers the Purchaser not later than two (2) Business Days prior to Closing (which nominations must be accompanied by a letter of consent to act from each nominee) as the new directors and officers of CAM, KH and MD, in each case with effect from the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed LiabilitiesClosing; (iv) with respect to each Lease, an Assignment and Assumption a certificate of Leasethe Seller, duly executed by a an authorized officer of the Seller, certifying as to (A) the resolutions of the board of directors (and if required by applicable Legal Requirements, of the shareholders) of the Seller or an Affiliate (if required by applicable Legal Requirements) approving the execution, delivery and performance of Sellersthis Agreement and the other Transactional Agreements 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 in connection with the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of the Seller authorized to sign this Agreement, as applicablethe other Transactional Agreements and the other documents to be delivered hereunder and thereunder; (v) a certificate of status, compliance, good standing, tax or municipal solvency or like certificate with respect to each Acquired Company and the Third Party Landlord ConsentsSeller issued by appropriate government officials of the jurisdiction of its incorporation dated within ten (10) Business Days prior to the Closing Date; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate resignations of Sellereach officer and director of each Acquired Company set forth on Schedule 2.2(a)(vi), effective as applicable; (viii) at the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documentsClosing, in form and substance reasonably acceptable to the Purchaser (the “D&O Resignations”); (vii) duly executed mutual releases executed by each officer and director of each Acquired Company set forth on Schedule 2.2(a)(vii), in the form attached hereto as Exhibit D (the “Mutual Release”); (viii) all original share or other certificates representing the Subsidiary Interests and, for each of KH and MD, a copy of its register of members duly certified by its registered agent as at the Closing Date (however neither PEBR nor PEJN have corporate books); (ix) provided the Purchaser has complied with and satisfied the registered agent’s KYC process, (A) a copy of the register of members of CAM duly updated to reflect the sale and transfer of the Purchased Shares from the Seller to the Purchaser and certified by its registered agent; (B) a copy of the register of directors and officers of CAM duly updated to reflect the change of directors and officers as of Closing, if any, and certified by its registered agent; and (C) evidence satisfactory to Buyerthe Purchaser demonstrating that all issued share certificates for shares of CAM, including the certificates in the name of the Seller representing the Purchased Shares, have been duly cancelled; (x) a duly executed share certificate showing the Purchaser as the holder of the Purchased Shares; (xi) a letter duly executed by the registered agent of CAM, KH and MD confirming that it holds the register of members, directors and charges for each such company and that with effect from the Closing the Purchaser, and its authorized representatives, will be (A) its sole “client of record,” and (B) the only person authorized to give it instructions in respect of CAM, KH and MD; (xii) certified copies of the Organizational Documents of each of the Acquired Companies and the Seller, with all amendments thereto to the Closing Date and certified by the Secretary of each of the Acquired Companies and the Seller as of the Closing Date; (xiii) each of the certificates and documents referred to in Section 7.1 hereof; (xiv) duly executed revocations or cancellations of all of the general or special powers of attorney executed by or on behalf of each of the Acquired Companies, including powers of attorney with respect to bank accounts of the Acquired Companies, to the persons set forth on Schedule 2.2(a)(xiv); (xv) all original share registers, other statutory registers, and minute books of the Acquired Companies, but only to the extent not held by the registered agent or not in the possession and control of the Acquired Companies; (xvi) all other books and records of the Acquired Companies that are not in the possession and control of the Acquired Companies, including records for Tax filings and original Contracts, to the extent such originals are in the possession or control of the Seller or any Related Party; and (xvii) such other documents, instruments and certificates, as the Purchaser may be required reasonably request, which are necessary to give effect to effectuate the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this AgreementTransactions. (b) At Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall deliver, the Purchaser will deliver or cause its designated Affiliate to deliverbe delivered to the Seller or the Escrow Agent, to Sellers as the followingcase may be, the following items: (i) the Closing Payment, payable to the Seller by wire transfer of immediately available funds; (ii) the Indemnification Escrow Agreement duly executed Amounts, payable to the Escrow Agent by Buyerwire transfer of immediately available funds; (iii) to the Assignment and Assumption Agreement Seller, all duly executed by Buyer or a designated Affiliate corporate resolutions of Buyerthe Purchaser necessary to approve the purchase of the Purchased Shares; (iv) with respect to each Leasethe Seller, an Assignment and Assumption a certificate of Leasethe Purchaser, duly executed by Buyer or a designated Affiliate an authorized officer of Buyerthe Purchaser, certifying as to (A) the resolutions of the board of directors (and if required by applicable Legal Requirements, of the shareholders) of the Purchaser (if required by applicable Legal Requirements) approving the execution, delivery and performance of this Agreement and the other Transactional Agreements 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 in connection with the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of the Purchaser authorized to sign this Agreement, the other Transactional Agreements and the other documents to be delivered hereunder and thereunder; (v) to the Buyer Closing Certificate;Seller, each of the certificates and documents referred to in Section 7.2 hereof; and (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18Seller, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form instruments and substance reasonably acceptable to Sellerscertificates, as the Seller may be required reasonably request, which are necessary to give effect to effectuate the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementTransactions. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellersand issued stock certificates from the Company representing the Purchased Shares and evidence of the cancellation of the Seller’s stock certificates for the Purchased Shares; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and Lease Agreement duly executed by Sellersthe Seller, Landlord, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Company; (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and Shareholder Agreement duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed LiabilitiesS▇▇▇▇▇; (iv) with respect to each Lease, an Assignment and Assumption of Lease, the Transition Services Agreement duly executed by a the Seller or an Affiliate of Sellers, as applicableand the Company; (v) the Third Party Landlord ConsentsLicense Agreement duly executed by the Seller and the Company; (vi) the Seller Closing Certificatea valid IRS Form W-9 duly and properly executed by Seller; (vii) a good standing certificate (or its equivalent) for the Management Agreement(s) associated with Permits to Company from the extent applicable secretary of state of the jurisdiction under the terms of Section 6.18, duly executed by a Laws in which the Seller or Affiliate of Seller, as applicableis organized and dated no later than ten (10) Business Days before Closing; (viii) a certificate of the certificates required by Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, which authorize the execution, delivery and performance of this Agreement and 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; (ix) a certificate of the Secretary (or equivalent officer) of Company certifying as to (A) the resolutions of the board of directors and sole shareholder of the Company, which authorize the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Company authorized to sign this Agreement and the other Transaction Documents; (x) pursuant to Section 7.02(i) and Section 7.02(j7.2(d), the Seller Closing Certificate in form reasonably satisfactory to Buyer; and (ixxi) such other customary instrumentsinstruments 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, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) a good standing certificate (or its equivalent) for the Closing PaymentBuyer from the secretary of state of the jurisdiction under the Laws in which the Seller is organized and dated no later than ten (10) Business Days before Closing; (ii) a certificate of the Escrow Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the members of Buyer, which authorize the execution, delivery and performance of this Agreement duly executed by Buyerand the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect pursuant to each LeaseSection 7.3(d), an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, Certificate in form reasonably satisfactory to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viiiiv) such other customary instrumentsinstruments of transfer or assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersSeller, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇B▇▇▇ of sale Sale in the form of Exhibit E B hereto (the “▇B▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment Assignment and assumption agreement Assumption Agreement in the form of Exhibit F C hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets contracts and the Assumed Liabilities; (iii) copies of all consents, approvals, waivers and authorizations referred to in Section 3.03 of the Disclosure Schedules; (iv) with respect a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to each Lease, an Assignment and Assumption (A) the resolutions of Leasethe board of directors of Seller, duly executed by a 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 Seller or an Affiliate of Sellers, as applicableauthorized to sign this Agreement and the documents to be delivered hereunder; (v) a certificate, dated as of the Third Party Landlord Consents;Closing date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 2.03 have been satisfied; and (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement, including but not limited to: (a) Copies of records related to customers conveyed to Buyer; (b) Monies inclusive of interest accumulated currently held by Seller as deposits for customers being conveyed to Buyer; (c) Maps, easements, rights of ways, permits, customer lists, and rate sheets. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price; (ii) the Escrow Assignment and Assumption Agreement duly executed by Buyer; (iii) copies of all consents and authorizations referred to in Section 2.03(c) of the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of BuyerDisclosure Schedules; (iv) with respect a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to each Lease, an Assignment and Assumption (A) the resolutions of Leasethe board of directors of Buyer, duly executed by 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 Buyer or a designated Affiliate of Buyerauthorized to sign this Agreement and the documents to be delivered hereunder; (v) a certificate, dated as of the Buyer Closing CertificateDate and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 2.03 have been satisfied; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersSeller, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount including but not limited to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order a written acknowledgement of the deliveries by Buyer that it is not a Foreign Investor, as defined under the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth Foreign Investment in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverReal Property Tax Act (“FIRTPA”).

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer i. a b▇▇▇ of sale, assignment and assumption for the Assets in the form attached as Exhibit C hereto (the “B▇▇▇ of Sale”) duly executed by Demonsaw; ii. assignments in the form of Exhibit D hereto transferring all Demonsaw Intellectual Property to Buyer duly executed by Demonsaw, E▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any other Person who has rights in the Demonsaw Intellectual Property (the “IP Assignment”); iii. duly executed Escrow Agreement; iv. such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request to transfer to and vest in Buyer all of Demonsaw’s right, title and interest in, to and under the Assets; v. evidence of the receipt of Demonsaw Consents or, if applicable, evidence of communications requesting a Third Party to provide consent required to be obtained by Demonsaw pursuant to this Agreement and subject to the Escrow Agreement; vi. any Uniform Commercial Code termination statements, releases and other documents necessary to evidence that each of the Assets is being sold, conveyed, transferred, assigned and delivered to Buyer free and clear of any Encumbrances (except for Permitted Encumbrances), as set forth on Schedule 3.3(iv); vii. Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Buyer, the source code underpinning the Demonsaw application and other Software developed by Seller in connection with the Business; viii. the book and records solely related to the Assets; ix. copies of the following:, in each case certified as of the Closing Date by the Secretary of Demonsaw: (1) resolutions of Demonsaw’s board and shareholders authorizing the execution, delivery and performance of this Agreement and the other agreements that Demonsaw is required to execute and deliver pursuant to the terms of this Agreement; and (2) the signature and incumbency of the Persons authorized to execute and deliver this Agreement and the other agreements and certificates that Demonsaw is required to execute and deliver pursuant to the terms of this Agreement; and x. a certificate dated as of the Closing Date, executed on behalf of Seller by its executive officer, to the effect that (i) the Escrow Agreement duly executed by Sellers; condition set forth in Section 3.2(c)(i) has been satisfied, and (ii) there shall not have occurred a ▇▇▇▇ of sale Material Adverse Effect with respect to the Assets since the Agreement Date; xi. employment agreement, in the form of Exhibit E hereto (the “Employment Agreement”) whereby E▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, will be appointed as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) Chief Technology Officer of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of LeaseParent, duly executed by a Seller or an Affiliate of Sellers, as applicable;E▇▇▇ ▇. ▇▇▇▇▇▇▇▇, (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, xii. duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j)Lockup Agreement; and (ix) such other customary instruments, filings or documents, xiii. Seller’s counsel’s opinion in a form and substance reasonably satisfactory to Buyer’s counsel. Simultaneous with the deliveries referred to in this Section 3.2, Sellers shall take or cause to be taken all such actions as may reasonably be required to give effect put Buyer in actual possession and operating control of the Assets. To the extent deliveries required under Section 3.2 are not made, Buyer (in its sole discretion) may waive such requirement; but if such requirement is not waived, Sellers shall cooperate in any reasonable arrangement proposed by Buyer designed to obtain for Buyer the transactions, the Closing material benefits and any post-closing obligations privileges of Sellers in accordance with the terms of this Agreementsuch deliveries not made. (b) At the Closing, Buyer shall deliverdeliver to Seller: i. a certificate dated as of the Closing Date, or cause executed on behalf of Buyer by its designated Affiliate to deliverPresident, to Sellers the following:effect that the condition set forth in Section 3.2(b)(i) has been satisfied; (iii. evidence that the approval from NYSE MKT has been obtained; iii. certificate(s) of Common Stock representing the Closing PaymentShares; (iiiv. certificate(s) of Common Stock representing the Escrow Shares to the Escrow Agent; v. Employment Agreement duly executed by Parent; vi. the B▇▇▇ of Sale duly executed by Buyer; vii. the Escrow Agreement duly executed by Buyer; (iii) the Assignment Buyer and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of BuyerParent; and (viii) such other customary instruments, filings or documents. Buyer shall deliver copies of the following, in form and substance reasonably acceptable to Sellerseach case certified as of the Closing Date by the Secretary or Assistant Secretary of Buyer or the Parent, as may be the case: (1) resolutions of Buyer’s and Parent’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements that Buyer is required to give effect execute and deliver pursuant to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. ; and (c2) At the Closingsignature and incumbency of the Persons authorized to execute and deliver this Agreement, the other agreements and certificates Buyer shall is required to deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow this Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers shall deliver the Buyer will make the payments specified in Section 2.3 and will deliver, or cause to Buyer be delivered, to the followingSellers, as applicable: (i) a counterpart to the Escrow Agreement assignment and assumption agreement included in the Equity Transfer Documents concerning the conveyance of the AMID Equity, duly executed by Sellersthe Buyer; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed officer’s certificate contemplated by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of BuyerSection 7.3(c); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and a certificate duly executed by Sellers the secretary or any assistant secretary of the Buyer, dated as of the Closing, attaching and certifying on behalf of the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (A) the Organizational Documents of the Buyer and (B) the resolutions of the board of directors (or designated Affiliate of Buyerother appropriate governing body) of the Purchased Assets Buyer authorizing the execution, delivery and performance by the Buyer of the Transaction Documents to which it is a party and the Assumed Liabilities;transactions contemplated thereby; and (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form documents and substance reasonably satisfactory to Buyer, instruments as may be required to give effect to the transactions, the Closing and by any post-closing obligations of Sellers in accordance with the terms other provision of this AgreementAgreement or as may reasonably be required to consummate the transactions contemplated hereby. (b) At the Closing, Buyer shall the Sellers will deliver, or cause its designated Affiliate to deliverbe delivered, to Sellers the followingBuyer: (i) a counterpart to each Equity Transfer Document, duly executed by the Closing Paymentapplicable Seller; (ii) the Escrow Agreement duly executed officer’s certificates contemplated by BuyerSection 7.2(c); (iii) the Assignment and Assumption Agreement a certificate duly executed by Buyer the secretary or any assistant secretary of each Seller, dated as of the Closing, attaching and certifying on behalf of such Seller (A) the Organizational Documents of such Seller and (B) the resolutions of the board of directors or other management authority of such Seller authorizing the execution, delivery and performance by such Seller of the Transaction Documents to which it is a designated Affiliate of Buyerparty and the transactions contemplated thereby; (iv) with respect to each Lease, an Assignment and Assumption a properly completed certificate described in United States Treasury Regulations Section 1.1445-2(b) dated as of Lease, duly executed by Buyer the Closing Date stating that such Seller (or such Seller’s regarded parent if such Seller is a designated Affiliate of Buyerdisregarded entity) is not a foreign person; (v) all Section 338 Forms required to be completed or executed by the Buyer Closing CertificateSellers to make the Section 338(h)(10) Elections effective, which in each case shall be properly completed and/or executed by the relevant Seller; (vi) evidence of the certificates required by Section 7.03(f) resignation or removal of each of the officers and Section 7.03(g);members of the board of managers or board of directors of each Company; and (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form documents and substance reasonably acceptable to Sellers, instruments as may be required to give effect to the transactions, and the Closing, and by any post-closing obligations of Buyer in accordance with the terms other provision of this AgreementAgreement or as may reasonably be required to consummate the transactions contemplated hereby. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers the Purchaser shall deliver to Buyer the following:Sellers (or cause to be delivered): (i) evidence satisfactory to the Escrow Agreement duly executed by SellersSellers that the amounts required to be paid to the Sellers in accordance with Section 3.2 hereof have been paid in the manner set forth in Section 3.2 hereof; (ii) a ▇▇▇▇ of sale evidence satisfactory to the Sellers that the corresponding Escrow Amount has been transferred to the Escrow Account, in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included manner set forth in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Section 3.2 hereof; (iii) an assignment to each Seller, a full and assumption agreement unconditional release, in form and substance mutually acceptable to the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers Purchaser and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) in favor of the Purchased Assets officers of the Company listed in Schedule 5.2(a) (iii) who resign effective as of the Closing, with respect to any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with such officer’s services as an officer of the Assumed LiabilitiesCompany, provided, however, that in no case shall the release include any claims, demands, suits actions, causes of actions, losses of damages, obligations, liabilities, costs and expenses (including attorney’s fees and courts costs) caused by the unlawful or criminal actions, unlawful or criminal omissions, fraud, willful misconduct (dolo) or gross negligence of any of said officers; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documentsfull release, in form and substance reasonably satisfactory to Buyer, as may be required to give effect mutually acceptable to the transactionsPurchaser and the Sellers, in favor of the officers of the Company listed in Schedule 5.2(a)(iv) who at Closing (and during a period of thirty (30) days following the Closing Date) will maintain, and exercise if required (solely upon prior written instructions from Purchaser or any of its Affiliates), their powers of attorney to act on behalf of the Company, with respect to any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with such powers of attorney exercised on behalf of the Company as per the prior written instructions from Purchaser or any of its Affiliates, provided, however, that in no case shall the release include any claims, demands, suits actions, causes of actions, losses of damages, obligations, liabilities, costs and expenses (including attorney’s fees and courts costs) caused by the unlawful or criminal actions, unlawful or criminal omissions, fraud, willful misconduct (dolo) or gross negligence of any of said officers (v) a certificate signed by an authorized officer of the Purchaser, dated as of the Closing Date, confirming the matters set forth in Section 8 hereof; and (vi) copies of the Escrow Agreement, the Closing Transition Services Agreement, the Assignment Agreement and any post-closing obligations the Share Transfer Document duly executed by the authorized officers of Sellers the Purchaser and the Escrow Agent (only in accordance with respect of the terms of this Escrow Agreement). (b) At the Closing, Buyer AG Peru shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers the followingPurchaser: (i) copies of the Closing Payment;Escrow Agreement, the Transition Services Agreement and the Assignment Agreement duly executed by the authorized officers of AG Peru, the Company (only in respect of the Transition Services Agreement) and ▇▇▇▇▇ ▇▇▇▇ (only in respect of the Assignment Agreement). (ii) copies of the Escrow Amendment No. 1 to Water Supply Agreement and the Amendment No. 3 to Construction Agreement duly executed by Buyer;the authorized officers of AG Peru (only in respect of the Amendment No. 3 to Construction Agreement), the Company (only in respect of the Amendment No. 1 to Water Supply Agreement) and ▇▇▇▇▇ ▇▇▇▇. (iii) a copy of the Assignment Vale Guarantee duly assigned in favor of Purchaser and Assumption Agreement duly executed the corresponding letter issued by Buyer Vale S.A. consenting to the assignment of the Vale Corporate Guarantee in favor of the Purchaser (or a designated Affiliate of Buyerits designee); (iv) with respect to each Leasea certificate signed by an authorized officer of AG Peru, an Assignment and Assumption dated as of Leasethe Closing Date, duly executed by Buyer or a designated Affiliate of Buyer;confirming the matters set forth in Section 7 (the “AG Officer Certificate”); and (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, certificate in form and substance reasonably acceptable satisfactory to SellersPurchaser, validly executed by the General Manager of AG Peru, certifying (i) the incumbency of officers of the executing documents executed and delivered in connection herewith, (ii) the copies of the articles of association, each as may be required to give in effect to as of the transactions, Closing and (iii) a copy of the Closing, final internal approval granted by the competent corporate bodies of AG Peru authorizing and any post-closing obligations of Buyer in accordance with approving the terms of this Agreementapplicable matters contemplated hereunder. (c) At the Closing, Buyer Panorama shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, Purchaser: (i) Share Transfer Document duly executed by Buyer, Sellers Panorama; (ii) the Company’s stock ledger (Matricula de Acciones) and the Escrow Agent.shares certificate evidencing the transfer of the Shares; (diii) Notwithstanding One or more definitive share certificates representing the order Shares, with the pertinent annotation of the deliveries transfer in favor of the Purchaser; (iv) resignation letters for the following employees and officers of the Company, effective as of the Closing Date, together with proof of payment by the parties set forth aboveCompany of all corresponding legal benefits under the applicable Laws: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Passos; (v) evidence satisfactory to the Purchaser that the Operation and Maintenance Management Agreement has been terminated and/or is no longer in force; (vi) a certificate in form and substance satisfactory to Purchaser, all actions and deliveries are deemed to have occurred simultaneouslyvalidly executed by the Secretary of Panorama, and none shall be deemed to have been completed until each certifying (i) the incumbency of officers of the Actions executing documents executed and deliveries delivered in connection herewith, (ii) the copies of the articles of association and bylaws, each as in effect as of the Closing and (iii) a copy of the final internal approval granted by the competent corporate bodies of Panorama authorizing and approving the applicable matters contemplated hereunder; (vii) a certificate signed by an authorized officer of Panorama, dated as of the Closing Date, confirming the matters set forth in this Section 3.02 has been completed or has been waived by 7 (the party entitled “Panorama Officer Certificate” and collectively with the AG Officer Certificate, the “Officer Certificates”); and (viii) evidence satisfactory to make such waiverthe Purchaser that Panorama owns directly one hundred percent (100%) of the share capital and voting rights of the Company.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E A hereto (the “"▇▇▇▇ of Sale”") and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Purchased Assets to Buyer; (ii) an assignment in the form of Exhibit B hereto (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, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased Assets Assets/Purchased IP (as defined herein) to Buyer (or designated Affiliate of Buyer); (iii) an assignment copies of all consents, approvals, waivers and assumption agreement authorizations referred to in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) Section 3.02 of the Purchased Assets and the Assumed LiabilitiesDisclosure Schedules; (iv) with respect a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to each Lease, an Assignment and Assumption (A) the resolutions of Leasethe board of directors of Seller, duly executed by a 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 Seller or an Affiliate of Sellers, as applicableauthorized to sign this Agreement and the documents to be delivered hereunder; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement.; and (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Purchase Price in the form of an executed Director’s Resolution, dated the Closing Payment; date, satisfactory to ▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii1) authorizing the Escrow Agreement duly executed by Buyer; Stock Consideration; (iii2) appointing the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, persons listed below to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable positions set forth next to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order their names: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Exec. Chmn. of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.Board ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President ▇▇▇▇ ▇▇▇▇▇ Chief Operating Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇ Controller ▇▇▇▇▇▇▇ ▇▇▇▇▇ Executive Vice President Ivory Sully VP Licensing

Closing Deliverables. (a) At As promptly as reasonably practicable following the Closingdate of this Agreement, Sellers but in no event later than ten (10) Business Days prior to the Closing Date, JAWS shall deliver to Buyer the following: appoint Continental (ior its applicable Affiliate) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto as an exchange agent (the “▇▇▇▇ of SaleExchange Agent”) and duly executed by Sellersenter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging Certificates, if any, representing the Company Shares and Affiliates each Company Share held in book-entry form on the stock transfer books of Sellersthe Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Share Consideration issuable in respect of such Company Shares pursuant to Section 2.1(b)(vii) and on the terms and subject to the other conditions set forth in this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the event that Continental is unable or unwilling to serve as the Exchange Agent, then JAWS and the Company shall, as applicablepromptly as reasonably practicable thereafter, transferring but in no event later than the tangible personal property included Closing Date, mutually agree upon an exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), JAWS shall appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Purchased Assets to Buyer (or designated Affiliate Exchange Agent and each of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers JAWS and the Affiliates of Sellers, as applicable, effecting the assignment Company shall mutually agree to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits any changes to the extent applicable under the terms Letter of Section 6.18Transmittal in order to satisfy any requirements of such exchange agent (in either case, duly executed by a Seller such agreement not to be unreasonably withheld, conditioned or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(jdelayed); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At least three (3) Business Days prior to the ClosingClosing Date, Buyer the Company shall mail or otherwise deliver, or shall cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer be mailed or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreementotherwise delivered, to the extent applicable under the terms Company Shareholders a Letter of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementTransmittal. (c) At the ClosingEffective Time, Buyer JAWS shall deliver deposit, or cause to be deposited, with the Escrow Amount Exchange Agent, for the benefit of the Company Shareholders and for exchange in accordance with this Section 2.6 through the Exchange Agent, evidence of New JAWS Shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(b)(vii) in exchange for the Company Shares outstanding immediately prior to the Escrow Agent Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(b)(vii) deposited with the Escrow Agreement, duly executed by Buyer, Sellers and Exchange Agent shall be referred to in this Agreement as the Escrow Agent“Exchange Fund”. (d) Notwithstanding Each Company Shareholder whose Company Shares have been converted into the order right to receive a portion of the deliveries Adjusted Transaction Share Consideration pursuant to Section 2.1(b)(vii) shall be entitled to receive the portion of the Adjusted Transaction Share Consideration to which he, she or it is entitled on the date provided in Section 2.6(c) upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the form required by the parties set forth aboveLetter of Transmittal), together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (ii) in the case of Company Shares held in book-entry form, a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent. (e) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal), if any, is delivered to the Exchange Agent in accordance with Section 2.6(d) (i) at least one Business Day prior to the Closing Date, then JAWS and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the applicable Company Shareholder in book-entry form on the Closing Date, or (ii) less than one Business Day prior to the Closing Date, then JAWS and deliveries the Company (or the Surviving Company) shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the Company Shareholder in book-entry form within two (2) Business Days after such delivery. (f) If any portion of the Adjusted Transaction Share Consideration is to be issued to a Person other than the Company Shareholder in whose name the surrendered Certificate or the transferred Company Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Consideration that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are deemed not payable. (g) No interest will be paid or accrued on the Adjusted Transaction Share Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.6, each Company Share (other than, for the avoidance of doubt, the Company Shares cancelled and extinguished pursuant to have occurred simultaneouslySection 2.1(b)(viii)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Consideration to which such Company Share is entitled to receive pursuant to Section 2.1(b)(vii). (h) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Shares that were outstanding immediately prior to the Effective Time. (i) Any portion of the Exchange Fund that remains unclaimed by the Company Shareholders twelve (12) months following the Closing Date shall be delivered to New JAWS or as otherwise instructed by New JAWS, and none any Company Shareholder who has not exchanged his, her or its Company Shares for the applicable portion of the Adjusted Transaction Share Consideration in accordance with this Section 2.6 prior to that time shall thereafter look only to New JAWS for the issuance of the applicable portion of the Adjusted Transaction Share Consideration, without any interest thereon. None of New JAWS, the Surviving Company or any of their respective Affiliates shall be deemed liable to have been completed until each any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived Adjusted Transaction Share Consideration remaining unclaimed by the party Company Shareholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of New JAWS free and clear of any claims or interest of any Person previously entitled to make such waiverthereto.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following:following (the “Seller Closing Deliverables”): (i) a Lease for the Escrow Agreement Lease Assets in the form of Exhibit E hereto and duly executed by SellersSeller; (ii) a ▇▇▇▇ of sale in the form of Exhibit E F hereto (the “▇▇▇▇ of Sale”) and duly executed by SellersSeller, conveying to Buyer good and Affiliates of Sellers, as applicable, transferring the marketable title to all tangible personal property included in which are a part of the Purchased Assets and good and marketable title to all intangible assets which are a part of the Purchased Assets, free and clear of all liabilities, mortgages, claims, liens and encumbrances (other than the Assumed Liabilities) transferring the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F G hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers Seller, (i) conveying to Buyer all of Seller’s right, title and the Affiliates of Sellersinterest in, as applicable, effecting the assignment to and assumption under the Assumed Contracts and, by one or more separate instruments, the Assumed Real Property Leases and, to the extent assignable, the Licenses, and (ii) pursuant to which Buyer (or designated Affiliate shall assume the future payment and performance of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) a Transition Services Agreement effectuating the matters provided for by Section 7.13 and such other post-Closing matters as the Parties may mutually agree in writing, duly executed by Seller with respect terms and conditions substantially similar to those set forth in the form attached hereto as Exhibit H; (v) for each Lease, Assumed Real Property Lease an Assignment and Assumption of Lease substantially in the form of Exhibit I (each, an “Assignment and Assumption of Lease”), duly executed by a Seller or an Affiliate of Sellersand, if necessary, Seller’s signature shall be witnessed and/or notarized, and the applicable landlord (the documents in (i)-(v) herein together with this Agreement being referred to herein as applicable; (v) the Third Party Landlord Consents“Transaction Documents”); (vi) a Seller’s Closing Certificate executed by Seller and dated as of the Closing Date and reasonably satisfactory in form and substance to Buyer, certifying that (i) each of the representations and warranties of Seller contained in the Agreement is true and correct in all material respects both when made and as of the Closing CertificateDate with the same effect as though made at and as of such Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and (ii) Seller has performed and complied with all agreements, obligations, covenants and conditions required to be performed or complied with by Seller pursuant hereto on or prior to the Closing Date, except as may have been waived in writing by Buyer; (vii) a Secretary’s Certificate of Seller dated as of the Management Agreement(sClosing Date and certifying: (i) associated that attached thereto is a true and complete copy of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement, the Lease and all Transactions contemplated by this Agreement and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with Permits the Transactions contemplated by this Agreement; and (ii) to the extent applicable under incumbency and specimen signature of each officer of Seller executing this Agreement, the terms Lease or the other Transaction Documents to be delivered by Seller pursuant to this Agreement, and a certification by another officer of Section 6.18, duly executed by a Seller or Affiliate as to the incumbency and signature of Seller, as applicablesuch Secretary; (viii) title certificates, assignments and applications for transfer of title to the certificates required Seller’s motor vehicles used in the Hospital Operations (other than in the ambulance service); (ix) the CARES Escrow Agreement duly executed by Section 7.02(i) Seller, and Section 7.02(j)Seller shall concurrently deposit the amount of the CARES Escrow Funds thereto; and (ixx) such other customary instrumentsinstruments 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 the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this AgreementTransactions. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following:following (the “Buyer Closing Deliverables”): (i) the Cash Closing Payment; (ii) the Escrow Agreement Lease duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) the Transition Services Agreement duly executed by Buyer; (v) with respect to each Assumed Real Property Lease, an Assignment and Assumption of Lease, Lease duly executed by Buyer or a designated Affiliate of and, if necessary, Buyer; (v) the Buyer Closing Certificate’s signature shall be witnessed and/or notarized; (vi) the certificates Buyer’s Closing Certificate executed by Buyer and dated as of the Closing Date and reasonably satisfactory in form and substance to Seller, certifying that (i) each of the representations and warranties of Buyer contained herein is true and correct in all material respects both when made and as of the Closing Date with the same effect as though made at and as of such Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and (ii) Buyer has performed and complied with all agreements, obligations, covenants and conditions required to be performed or complied with by Section 7.03(f) and Section 7.03(g)Buyer pursuant hereto on or prior to the Closing Date, except as may have been waived in writing by Seller; (vii) a Secretary’s Certificate of Buyer dated as of the Management Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the managers or members of Buyer authorizing the execution, delivery, and performance of this Agreement, the Lease and all Transactions contemplated by this Agreement and 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 (ii) to the extent applicable under incumbency and specimen signature of each officer of Buyer executing this Agreement, the terms Lease or the other Transaction Documents to be delivered by Buyer pursuant to this Agreement, and a certification by another officer of Section 6.18, Buyer as to the incumbency and signature of such Secretary; (viii) the CARES Escrow Agreement duly executed by Buyer or a designated Affiliate of Buyer; and (viiiix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersSeller, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers each of Seller and Purchaser shall deliver or cause to Buyer be delivered to the following: (i) other party hereto a duly executed counterpart to the Escrow Agreement and shall receive a duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits counterpart to the extent applicable under Escrow Agreement from the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this AgreementEscrow Agent. (b) At the Closing, Buyer each of Seller and Purchaser shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement other party hereto a duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, counterpart to the extent applicable under Bill of Sale, evidencing the terms sale and assignment to Purchaser of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementPurchased Assets. (c) At the Closing, Buyer Seller shall deliver to Purchaser a certificate of an executive officer of Seller, dated as of the Escrow Amount Closing, certifying as to the Escrow Agent pursuant to (i) attached copies of the Escrow Agreementorganizational documents of Seller and resolutions of the governing body of Seller authorizing and approving the execution, duly executed delivery and performance by Buyer, Sellers Seller of the Transaction Documents and the Escrow Agenttransactions contemplated thereby and (ii) the incumbency of the officer or officers of Seller who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers. (d) Notwithstanding At the order Closing, Purchaser shall deliver to Seller a certificate of an executive officer or other authorized signatory of Purchaser, dated as of the deliveries by Closing, certifying as to the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each incumbency of the Actions officer or officers of Purchaser who have executed and deliveries set forth delivered the Transaction Documents, including therein a signature specimen of each such officer or officers. (e) At or prior to the Closing, Purchaser shall deliver to Seller a duly completed and executed IRS W-9 pursuant to Section 5.12(d). (f) Promptly following the Closing (and in this Section 3.02 has been completed or has been waived by any event on the party entitled same day thereof), Seller shall deliver to make such waiverTakeda a duly executed copy of the Instruction Letter. Within [***] thereafter, Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser confirming, with respect to the Instruction Letter, the delivery to Takeda. (g) As soon as practicable [***] Seller shall deliver to Purchaser a duly executed receipt for payment of the Purchase Price.

Closing Deliverables. (a) At the Closing, Rentech and Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E A hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableeach Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F B hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableeach Seller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) with respect to the Intellectual Property Assets, an Intellectual Property Assignment Agreement substantially in the form of Exhibit C hereto (the “Intellectual Property Assignment Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the Intellectual Property Assets; (iv) with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit D hereto (each, an “Assignment and Assumption of Lease”), duly executed by a the Seller or an Affiliate that is party to such Lease and, if necessary, the signature of Sellers, as applicablesuch Seller’s authorized signatory shall be witnessed and/or notarized; (v) with respect to each parcel of Owned Real Property, the Third Party Landlord Consentsfollowing deeds (the “Deeds”) duly executed by the Seller then owning such parcel of Owned Real Property and, if necessary, witnessed and/or notarized: (A) a limited warranty deed substantially in the form of Exhibit E-1 hereto for any such parcel of Owned Real Property located in the State of Georgia; and (B) a special warranty deed substantially in the form of Exhibit E-2 hereto for any such parcel of Owned Real Property located in the State of Mississippi; (vi) such affidavits that are sufficient (as reasonably determined by the Seller Closing CertificateTitle Company) to Remove the general exceptions for mechanic’s and materialmen’s liens and parties in possession by, through, or under the applicable Seller, and other documents reasonably required by the Title Company in order to issue the title policy pursuant to Section 7.2(g); (vii) such other documents, certificates and instruments reasonably necessary (as reasonably determined by the Management Agreement(sTitle Company) associated with Permits in order to effectuate the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicabletransactions described herein; (viii) the Sellers’ Closing Certificate; (ix) the FIRPTA Certificate; (x) the certificates of the Secretary or Assistant Secretary (or equivalent or other acceptable office) of each Seller required by Section 7.02(i7.2(h); (xi) a release in recordable form of (a) the items identified on Section 3.2(a)(xi) of the Disclosure Schedules (the “Scheduled Title Exceptions”) and Section 7.02(j(b) any other lien encumbering the Owned Real Property arising after the effective date of each of the Preliminary Title Commitments, respectively, that can be satisfied by the payment of a then ascertainable sum certain of money (the “New Title Exceptions”), including (A) mechanics’ and materialmen’s liens, (B) ad valorem taxes and assessments that are currently due and payable, (C) any mortgage, deed of trust, deed to secure debt or other loan security documents, judgements, tax liens and (D) any lis pendens, but, in each case, excluding any Permitted Encumbrance; provided that for any such lien, in lieu of such release, Rentech and Sellers may instead cause the Title Company to issue affirmative insurance and/or an endorsement to insure over such lien or provide evidence of such lien being bonded over in accordance with applicable law or the amounts pertaining to an inchoate lien or to a judgment having been paid; and (ixxii) all such other customary instrumentsbills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer, together with any other filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, deliver to Sellers the following: (i) the Closing Date Payment; (ii) the Escrow Assignment and Assumption Agreement duly executed by Buyer; (iii) the Intellectual Property Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, Lease duly executed by Buyer or a designated Affiliate of and, if necessary, Buyer’s signature shall be witnessed and/or notarized; (v) such documents reasonably required by the Buyer Closing CertificateTitle Company in order to issue the title policy pursuant to Section 7.2(g); (vi) such other documents, certificates and instruments reasonably necessary (as reasonably determined by the certificates required by Section 7.03(fTitle Company) and Section 7.03(g)in order to effectuate the transactions described herein; (vii) the Management Agreement, to Buyer’s Closing Certificate; (viii) the extent applicable under certificates of the terms Secretary or Assistant Secretary (or equivalent or other acceptable office) of Buyer required by Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer7.3(f) and Section 7.3(g); and (viiiix) all such other customary instrumentsbills of sale, assignments and other instruments of assignment, transfer or conveyance as Sellers may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer, together with any other filings or documents, in form and substance reasonably acceptable satisfactory to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers CNI shall cause Seller to, and the Seller shall, deliver to Buyer the followingfollowing documents: (i) a certified true copy of the Escrow Agreement duly executed by Sellers;updated register of members of the Company reflecting the transfer of the Subject Shares from Seller to Buyer, (ii) a ▇▇▇▇ the instrument of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and transfer duly executed by Sellers, and Affiliates Seller with Buyer as transferee in respect of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer);Subject Shares, (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as if applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) original share certificate in respect of the Purchased Assets and the Assumed Liabilities;Subject Shares, (iv) with respect a certified true copy of the resolutions of the board of directors of the Company approving the transfer of the Subject Shares from Seller to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable;Buyer, (v) a new share certificate issued to Buyer with respect to the Third Party Landlord Consents;Subject Shares, (vi) if applicable, evidence of the Seller Closing Certificate;cancellation of the existing share certificate in respect of the Subject Shares issued to Seller, (vii) the Management Agreement(s) associated a written confirmation signed by ▇▇. ▇▇▇ with Permits respect to the extent applicable under consummation of the terms of Section 6.18Settlement Agreement, duly executed by a Seller or Affiliate of Seller, as applicable;and (viii) a written receipt from SAIC acknowledging the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect filing of registration papers with respect to the transactions, share transfer contemplated in the Closing and any post-closing obligations of Sellers in accordance with the terms of this AgreementOnshore SPA. (b) At the Closing, the Company shall, and the Founder shall cause the Company to, deliver to Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the followingfollowing documents: (i) a certified true copy of the Closing Payment; (ii) resolutions of the Escrow Agreement duly executed board of directors of the Company increasing the board of directors to a three member board and approving the appointment of the person designated by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms Shareholders’ Agreement to the board of this Agreementdirectors of the Company, and (ii) a certified true copy of the register of directors of the Company reflecting the appointment of the person designated by Buyer in accordance with the Shareholders’ Agreement to the board of directors of the Company. (c) At the Closing, Buyer Datong Investment shall, and the Founder shall cause Datong Investment to, deliver to Seller a certified copy of the Escrow Amount resolutions duly and validly adopted by Datong Investment’s shareholders dated as of the date immediately prior to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers Closing and the Escrow Agent. (d) Notwithstanding the order of the deliveries acknowledged by the parties set forth aboveBuyer Designee, all actions and deliveries are deemed authorizing Datong Investment’s distribution of RMB 10,000,000 to have occurred simultaneouslyMeidiya prior to December 31, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver2012.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E B hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Purchased Assets to Buyer; (ii) the patent, trademark, and domain name assignments in the form of Exhibit C hereto (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, patents and patent applications and domain name registrations included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form all documents of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment title or other records establishing title to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities(or any of them); (iv) with respect a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to each Lease, an Assignment and Assumption (A) the resolutions of Leasethe board of directors of Seller, duly executed by a 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 Seller or an Affiliate of Sellers, as applicable;authorized to sign this Agreement and the documents to be delivered hereunder; and (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer Seller shall delivermake available for collection at the premises at which they are currently held, used or cause its designated Affiliate to deliverstored, to Sellers such of the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed Purchased Assets as are transferable by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreementdelivery. (c) At the Closing, Buyer shall deliver to Seller the Escrow Amount to following: (i) The Purchase Price; (ii) the Escrow Agent pursuant to ▇▇▇▇ of Sale executed by Buyer; (iii) the Escrow Agreement, Intellectual Property Assignments duly executed by Buyer; and (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, Sellers duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the Escrow Agent. transactions contemplated hereby, and (dB) Notwithstanding the order names and signatures of the deliveries by officers of Buyer authorized to sign this Agreement and the parties set forth above, all actions and deliveries are deemed documents to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverdelivered hereunder.

Closing Deliverables. On the Closing Date: (a) At the Closing, Sellers The Seller shall deliver or cause to Buyer be delivered to the followingPurchaser: (i) the Escrow Agreement a duly executed by Sellerscertificate from the Seller in the form attached hereto as Exhibit D, dated as of the Closing Date, certifying that the conditions set forth in Sections 7.1(f) to 7.1(j) have been satisfied; (ii) certified true copies of all resolutions approved by the shareholders and/or the board of directors of the Company approving, among others: (A) the transactions contemplated by this Agreement (including the sale of Sale Shares to the Purchaser, subject only to being duly stamped) and other Transaction Documents to which the Company is a ▇▇▇▇ party, and the execution, delivery and performance of this Agreement, the other Transaction Documents and other ancillary documents to which the Company is a party; (B) cancellation of original share certificate issued to the Seller in respect to the Sale Shares and issuance of new share certificate to the Purchaser in respect of the Sale Shares; (C) the lodgement with ACRA of the notice of sale in of the form Sale Shares and the updating of Exhibit E hereto the electronic register of members of the Company maintained with ACRA as may be required to reflect the Purchaser as the holder of the Sale Shares; (D) the “▇▇▇▇ adoption of Sale”the Restated Constitution; and (E) and duly executed appointing the persons nominated by Sellers, and Affiliates the Purchaser to the board of Sellers, as applicable, transferring directors of the tangible personal property included in Company with effect from the Purchased Assets to Buyer (or designated Affiliate of Buyer)Closing Date; (iii) an assignment and assumption agreement instrument of transfer in respect of the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and Sale Shares duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) Seller in favour of the Purchased Assets and the Assumed LiabilitiesPurchaser; (iv) with original share certificates in respect of the Sale Shares (or statutory declarations and an express indemnity regarding missing share certificates acceptable to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellersthe Purchaser, as applicable); (v) a working sheet signed by a director of the Third Party Landlord ConsentsCompany computing the net asset value per share, a duly completed and executed Form E4A 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; (vi) a scanned copy of the Seller duly executed share certificate indicating the Purchaser is the owner of the Sale Shares, provided that the original of such share certificate shall be delivered to the Purchaser within five (5) Business Days following the Closing CertificateDate; (vii) a certified true copy of the Management Agreement(s) associated with Permits Company’s updated register of members reflecting the Purchaser becoming the holder, and the Seller ceasing to be the extent applicable under holder, of the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicableSale Shares; (viii) a certified true copy of the certificates required Company’s updated register of directors reflecting that the persons nominated by Section 7.02(ithe Purchaser have been appointed to the board of directors of the Company; (ix) counterparts of the Sublicense Agreement executed by all parties thereto; (x) counterparts of the Shareholders Agreement (to be dated as of the Closing Date) executed by the Seller and Section 7.02(j)the Company; (xi) a certified true copy of the Restated Constitution that have been duly approved by the Company, which shall reflect the terms of the Shareholders Agreement to the extent applicable to it; and (ixxii) such other customary instruments, filings or documents, in form certified true copies of all resolutions of the board of directors of the Seller approving (A) the execution and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms delivery of this AgreementAgreement and other Transaction Documents to which it is a party, and (ii) the consummation of the transactions contemplated by this Agreement and other Transaction Documents. (b) At the Closing, Buyer The Purchaser shall deliver, deliver or cause its designated Affiliate to deliver, be delivered to Sellers the followingSeller: (i) counterparts of the Shareholders Agreement (to be dated as of the Closing Payment;Date) executed by the Purchaser; and (ii) certified true copies of all resolutions of the Escrow Agreement duly executed by Buyer; board of directors of the Purchaser approving (iiii) the Assignment execution and Assumption delivery of this Agreement duly executed by Buyer or and other Transaction Documents to which it is a designated Affiliate of Buyer; party, and (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (vii) the Buyer Closing Certificate; (vi) consummation of the certificates required transactions contemplated by Section 7.03(f) this Agreement and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementTransaction Documents. (c) At Subject to the Purchaser’s receiving of the Closing deliverables from the Seller pursuant to Section 4.2(a), the Purchaser shall pay to the Seller the Purchase Price in the following manner: (i) if (x) the Loan (together with any interest accrued thereon in accordance with the Loan Agreement) has been fully repaid in accordance with the Loan Agreement, (y) the Seller Contribution has been fully paid up, and (z) the full amount of the Reimbursable Expenses has been paid, in each case, by the Seller on or before the Closing, Buyer the Purchaser shall deliver the Escrow Amount pay to the Escrow Agent pursuant Seller on the Closing Date the full amount of the Purchase Price by way of irrevocable wire transfer of USD in immediately available funds to the Escrow following bank account designated by the Seller or such other bank account as the Seller may re-designate with reasonable prior notice (in any event at least three (3) Business Days prior to the Closing Date) to the Purchaser (the “Seller Bank Account”): Bank: Bank Address: Account Name: Account Number: SWIFT: (ii) if (x) any portion of the Loan (together with any interest accrued thereon in accordance with the Loan Agreement) has not been fully repaid in accordance with the Loan Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (dy) Notwithstanding the order any portion of the deliveries Seller Contribution has not been fully paid up, or (z) any portion of the Reimbursable Expenses has not been paid, in each case by the parties set forth aboveSeller until the Closing, all actions and deliveries are deemed the Purchaser shall pay to have occurred simultaneously, and none shall be deemed to have been completed until each the Seller on the Closing Date USD 4,000,000 out of the Actions and deliveries set forth Purchase Price by way of irrevocable wire transfer of USD in this Section 3.02 has been completed or has been waived immediately available funds to the Seller Bank Account, with the balance of USD 2,000,000 out of the Purchase Price to be paid by the party entitled Purchaser to make such waiverthe Seller by way of irrevocable wire transfer of USD in immediately available funds to the Seller Bank Account within ten (10) Business Days after the latest of (x) the Loan (and any interest accrued thereon) having been fully settled in accordance with the Loan Agreement; (y) the Seller Contribution having been fully paid up by the Seller; and (z) the full amount of the Reimbursable Expenses having been paid by the Seller to the Purchaser.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) possession of the Escrow Agreement duly executed by Sellers; (ii) Purchased Assets and a ▇▇▇▇ bill of sale and assignment and assumption agreement in the form of Exhibit E hereto and substance reasonably satisfactory to Buyer (the “▇▇▇▇ Bill of SaleSale and Assignment and Assumption Agreement”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (ii) evidence, reasonably satisfactory to Buyer, of the release or termination of all Encumbrances on or against any of the Purchased Assets; (iii) all consents, approvals, and waivers from third parties and Government Authorities necessary for consummation of the Transactions, including all Required Consents (as defined below), or, in each case, an instrument certifying that such consents, approvals, or waivers remain in full force and effect as of Closing to the extent delivered by Seller to Buyer before Closing; (iv) with respect a certificate of the Secretary (or equivalent officer) of Seller certifying as to each Lease(A) the resolutions of the board of managers and sole member of Seller, an which authorize the execution, delivery, and performance of this Agreement, the Bill of Sale and Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at Closing (collectively, the “Transaction Documents”) and the consummation of Leasethe Transactions, duly executed by and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents to which Seller is a Seller or an Affiliate of Sellers, as applicable;party; and (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this AgreementTransactions. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Note (if applicable and then only at the Closing Paymentthat includes the Purchased Assets associated with the Producer Business); (ii) the Escrow Agreement duly executed by Buyer; (iii) the Bill of Sale and Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of BuyerB▇▇▇▇; and (viiiiii) such other customary instrumentsa certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the manager of Buyer, filings or documentswhich authorize the execution, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactionsdelivery, and performance of this Agreement and the Closingother Transaction Documents to which Buyer is a party and the consummation of the Transactions, and any post-closing obligations (B) the names and signatures of the officers of Buyer in accordance with the terms of authorized to sign this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers Agreement and the Escrow Agentother Transaction Documents to which B▇▇▇▇ is a party. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by SellersSeller; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement duly executed by Seller in the form of Exhibit F hereto and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) an assignment[s] duly executed by Seller in form and substance reasonably satisfactory to Buyer (the “Intellectual Property Assignments”) transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease, Lease duly executed by a Seller or in form and substance reasonably satisfactory to Buyer (each, an Affiliate “Assignment and Assumption of Sellers, as applicable; (v) the Third Party Landlord ConsentsLease”); (vi) the Seller Closing FIRPTA Certificate;; and (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing Initial Purchase Price Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, Lease duly executed by Buyer or a designated Affiliate of Buyer; (v) a guarantee of Buyer’s obligations under this Agreement by Buyer’s parent company, ADDvantage Technologies Group, Inc., an Oklahoma public corporation, in form and substance reasonably satisfactory to Seller (the Buyer Closing Certificate;“Guaranty”); and (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersSeller, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding At the order of Closing, Buyer shall deliver the deliveries by Debt Payoff Amount to the parties set forth above, all actions and deliveries are deemed to have occurred simultaneouslySeller’s lender, and none Seller’s lender shall be deemed deliver to have been completed until each of the Actions Buyer a full release in form and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled substance satisfactory to make such waiverBuyer.

Closing Deliverables. (a) At the Closing, Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E A hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F B hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) assignments in the form of Exhibit C hereto (the “Intellectual Property Assignments”) and duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect to each Leasethe Lease of Real Property, an Assignment and Assumption of Lease in the form of Exhibit D hereto (the “Assignment and Assumption of Lease, ”) and duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord ConsentsTransition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and duly executed by Sellers; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicableFIRPTA Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(i) and Section 7.02(j7.2(i); and; (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement; and (x) an assignment for the Patents identified in Section 4.11 of the Disclosure Schedules in the form of Exhibit F hereto and duly executed by ▇▇▇▇. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, deliver to Sellers the following: (i) $17,500,000 by wire transfer of immediately available funds to the Closing Paymentaccount designated in a consent letter to be executed by Silicon Valley Bank, Seller Group and Terametrix in form satisfactory to Buyer; provided, however, that Buyer shall have no obligation to initiate such wire until its receipt of such fully executed consent letter; (ii) the Escrow Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement of Lease duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, the Transition Services Agreement duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate;; and (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g7.3(f); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; one or more bills of sale, in form and substance satisfactory to Buyer (ii) each, a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇B▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an one or more assignment and assumption agreement agreements in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) substance satisfactory to Buyer and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) duly executed deeds sufficient to transfer all of the Purchased Assets that are owned Mining Claims to Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate assignments sufficient to transfer all of Sellers, as applicablethe Purchased Assets that are leased Mining Claims to Buyer; (v) duly executed assignments sufficient to transfer all of the Third Party Landlord ConsentsPurchased Assets that are Access Rights to Buyer; (vi) duly executed deeds or assignments sufficient to transfer all of the Purchased Assets that are Water Rights to Buyer; (vii) duly executed deeds or assignments sufficient to transfer all of the Improvements to Buyer; (viii) one or more assignments in form and substance satisfactory to Buyer (each, an “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Purchased IP to Buyer; (ix) all documents of title and instruments of conveyance, duly executed by Seller, necessary to transfer record and/or beneficial ownership to Buyer of all automobiles, trucks and trailers owned by Seller which are included in the Purchased Assets (and any other Purchased Assets owned by Seller which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Buyer); (x) any documents or agreements, in form and substance satisfactory to Buyer, necessary to transfer any and all Permits that are part of the Purchased Assets to Buyer; (xi) a power of attorney in form and substance satisfactory to Buyer and duly executed by Seller; (xii) the Seller Closing Certificate; (viixiii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicableFIRPTA Certificate; (viiixiv) the certificates of the Secretary or Assistant Secretary of Seller and Guarantor Entity required by Section 7.02(i) 7.02(o), Section 7.02(p), Section 7.02(q), and Section 7.02(j7.02(r); and (ixxv) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xvi) the transactionsTransition Services Agreement in substantially the form set forth on Exhibit A hereto. (xvii) the Guaranty Agreement in substantially the form set forth on Exhibit C hereto. (xviii) a payoff and release letter (approved and acknowledged by Buyer) from BCM CalX Fund, L.P., the Closing holder of a perfected first-priority security interests in the Purchased Assets, confirming upon the receipt of $2,100,000 by BCM CalX Fund, L.P from Buyer, all indebtedness of Seller owed to BCM CalXFund, L.P. shall be satisfied in full and any post-closing obligations of Sellers in accordance BCM CalXFund, L.P. shall immediately cause to be filed with the terms proper Governmental Authorities all termination statements (copies of this Agreementwhich shall have been made available for Buyer’s inspection and approval, prior to the Closing Date) and BCM CalXFund, L.P. shall take any other actions requested by Buyer to extinguish any liens on the Purchased Assets, including but not limited to filing releases of deeds of trusts, and satisfaction of judgment documents; (xix) payoff letters from Komatsu (xx) a writing from Garfield County for any property taxes owed (xxi) a writing from Town of Basalt for any monies owed (xxii) a list of accounts payable items as of September 30, 2016 that are to be p aid ten (10) days after the Closing Date (xxiii) Indebtedness amounts set forth on Exhibit E hereto. (xxiv) a resolution adopted by Seller and approved in form by Buyer authorizing the transaction, naming the current managers of Seller and removing any other managers; (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price; (ii) the Escrow Agreement assignment and assumption agreement(s) duly executed by Buyer; (iii) the Assignment and Assumption Transition Services Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, the Guaranty Agreement duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate;; and (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers shall deliver Buyer has paid and undertaken the actions specified in Section 2.4 and has delivered, or caused to Buyer be delivered, to the followingSelling Parties, as applicable: (i) the Escrow Agreement Agreement, duly executed by Sellers▇▇▇▇▇; (ii) a an employment agreement by and among the Company, Owner 1 and Buyer, in the form and substance acceptable to Buyer and Owner 1 (the “Owner 1 Employment Agreement”), duly executed by ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment employment agreement by and assumption agreement among the Company, Owner 2 and Buyer, in the form of Exhibit F hereto and substance acceptable to Buyer and Owner 2 (the “Assignment and Assumption Owner 2 Employment Agreement”) and ), duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities▇▇▇▇▇; (iv) with respect an employment agreement by and among the Company, Owner 3 and Buyer, in the form and substance acceptable to each Lease, an Assignment Buyer and Assumption of LeaseOwner 3 (the “Owner 3 Employment Agreement”), duly executed by a Seller or an Affiliate of Sellers, as applicable▇▇▇▇▇; (v) evidence satisfactory to Seller that ▇▇▇▇▇ has instructed the Third Party Landlord Consentstransfer agent of ▇▇▇▇▇’s common stock to deliver the Stock Consideration issued at the Closing to Seller, in book entry form as reflected on ▇▇▇▇▇’s transfer agent’s records and with such restricted legends as agreed by Seller Representative and Buyer; (vi) certificates of good standing, dated not more than seven (7) calendar days prior to the Seller Closing CertificateDate, with respect to ▇▇▇▇▇, issued by the Secretary of State of the State of Delaware; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, a certificate duly executed by the Secretary of Buyer, in a form acceptable to Seller Representative, dated as of the Closing, attaching and certifying on behalf of Buyer the resolutions of the board of directors (or Affiliate other appropriate governing body) of Buyer authorizing the execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, including the issuance of the Stock Consideration to Seller, as applicable;; and (viii) the certificates such other documents and instruments as required by Section 7.02(i) and Section 7.02(j); and (ix) such any other customary instruments, filings provision of this Agreement or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to consummate the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreementtransactions contemplated hereby. (b) At the Closing, Buyer shall deliverSeller has delivered, or cause its designated Affiliate caused to deliverbe delivered, to Sellers the followingBuyer: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer▇▇▇▇▇▇; (ii) the Owner 1 Employment Agreement, Sellers duly executed by the Company and Owner 1; (iii) the Owner 2 Employment Agreement, duly executed by the Company and Owner 2; (iv) the Owner 3 Employment Agreement, duly executed by the Company and Owner 3; (v) documentation evidencing the Reorganization (in each case, together with any comparable forms or documentation required under similar provisions of state or local law); (vi) certificates of good standing, dated not more than seven (7) calendar days prior to the Closing Date, with respect to Seller and the Escrow Agent.Company, respectively, issued by the Secretary of State of the State of Texas; (dvii) Notwithstanding duly executed instruments of transfer with respect to the order Securities, in a form acceptable to ▇▇▇▇▇ and Seller Representative; (viii) a certificate duly executed by an officer of Seller, dated as of the deliveries Closing, attaching and certifying on behalf of Seller (A) the Organizational Documents of Seller and (B) the resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery and performance by Seller of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, in a form acceptable to Buyer and Seller Representative; (ix) a certificate duly executed by an officer of the Company, dated as of the Closing, attaching and certifying on behalf of the Company (A) the Organizational Documents of the Company and (B) the resolutions of the board of managers and member of the Company authorizing the execution, delivery and performance by the parties Company of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, in a form acceptable to Buyer and Seller Representative; (x) a duly completed and executed IRS Form W-9 from Seller; (xi) resignation letters from the individuals listed on Section 2.7(b)(xi) of the Disclosure Schedules; (xii) all corporate minute books, stock ledgers and stock records (or equivalent) of the Company; (xiii) customary payoff letters in respect of, and release documentation necessary to release all Liens (other than Permitted Liens) securing, in each case, all indebtedness to be paid off at Closing, duly executed by the applicable agent or lender set forth aboveon Section 2.7(b)(xiii) of the Disclosure Schedules and in form and substance satisfactory to Buyer (collectively, the “Payoff Letters”), which (w) evidence all obligations in respect of such indebtedness (including principal, interest, fees, expenses and other amounts payable in respect thereof), (x) provide instructions for the payment of such amount to the applicable agent or lender, (y) provide that, upon receipt of such amount by the applicable agent or lender, all actions obligations in respect of such indebtedness shall be paid in full, all commitments related thereto shall be terminated and deliveries are deemed to have occurred simultaneouslyall guarantees in respect of, and none all Liens (other than Permitted Liens) securing, in each case, such indebtedness shall be deemed automatically terminated and released, and (z) include the agreement of the applicable agent or lenders to terminate (or give the Company or their respective representatives authorization to terminate) all UCC financing statements filed in connection with such indebtedness; (xiv) evidence in form and substance satisfactory to Buyer that all Transaction Costs due and payable on or before the Closing Date have been completed until each paid in full such as invoices from professional advisors, along with confirmation from them that payments have been made to them in full and that the Company and Amtran do not have any liability to them in respect of any Transaction Costs; (xv) evidence in form and substance satisfactory to Buyer that Company 401(k) Plan has been terminated effective as of immediately prior to the Closing; (xvi) all third-party consents and approvals listed on Section 2.7(b)(xvi) of the Actions Disclosure Schedules; (xvii) a confirmatory assignment of Intellectual Property from Owner 1, Owner 2 and deliveries set forth Owner 3 in favor of the Company in form and substance satisfactory to Buyer; and (xviii) such other documents and instruments as required by any other provision of this Section 3.02 has been completed Agreement or has been waived by as required to consummate the party entitled to make such waivertransactions contemplated hereby.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the respective Buyer, as applicable, the following: (i) all of the Escrow Agreement duly executed RE/MAX Purchased Assets owned by SellersSeller to RE/MAX, and all of the Ad Fund Purchased Assets to the Ad Fund Buyer; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement to each of RE/MAX and the Ad Fund Buyer substantially in the form of Exhibit F D hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and Seller, in the Affiliates case of Sellers, as applicableRE/MAX, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) RE/MAX, and in the case of the Ad Fund Buyer, effecting the assignment to and assumption by the Ad Fund Buyer of the Ad Fund Purchased Assets owned by Seller and the Ad Fund Assumed LiabilitiesLiabilities from Seller of the RE/MAX Purchased Assets owned by Seller and the RE/MAX Assumed Liabilities from Seller; (iii) an assignment substantially in the form of Exhibit E hereto (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets owned by Seller to the applicable Buyer; (iv) with respect to each Lease, an Assignment the Transition Services Agreement substantially in the form of Exhibit F hereto (the “Transition Services Agreement”) and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicableSeller; (v) the Third Party Landlord Consentsa Seller Closing Certificate delivered by Seller; (vi) the certificates of the Secretary or Assistant Secretary of Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); (vii) the Escrow Agreement duly executed by Seller and delivered to RE/MAX; (viii) all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 6.09 in form and substance reasonably satisfactory to Buyers; and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to BuyerBuyers, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer Buyers, as applicable, shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing Payment;Purchase Price, less the amount of the R&W Insurance Premium and less the Escrow Amount, by wire transfer, which such amount shall be allocated as between RE/MAX and the Ad Fund Buyer as determined by such parties. (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of the applicable Buyer; (iii) the Transition Services Agreement duly executed by RE/MAX; (iv) with respect to a Buyer Closing Certificate of each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing CertificateEscrow Agreement duly executed by RE/MAX; (vi) a certificate of the certificates Secretary or Assistant Secretary (or equivalent officer) of each Buyer required by Section 7.03(f7.03(g) and Section 7.03(g7.03(h);; and (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings instruments or documents, in form and substance reasonably acceptable satisfactory to SellersSeller and Principal Stockholders, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer Buyers shall deliver to the Escrow Agent the Escrow Amount to the Escrow Agent be held and distributed pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and terms of the Escrow Agent. (d) Notwithstanding Agreement and shall deliver the order remaining amount of the deliveries by R&W Insurance Premium in accordance with the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each terms of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverR&W Insurance Policy.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale sale, assignment and assumption agreement, in the form of Exhibit E A hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the transfer and assignment to to, and assumption by by, Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (ivii) with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (iii) the Non-Compete Agreement, in the form attached hereto as Exhibit C, duly executed by Seller; (iv) a Seller or an Affiliate of Sellerstransition services agreement, in the form attached hereto as applicableExhibit D (the “Transition Services Agreement”), duly executed by Seller; (v) the Third Party Landlord Consents; (vi) certificates of the Secretary or Assistant Secretary of Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i7.02(e) and Section 7.02(j7.02(f); and (ixvi) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price; (ii) the Escrow Agreement ▇▇▇▇ of Sale, duly executed by Buyer; (iii) the Assignment and Assumption Agreement Non-Compete Agreement, duly executed by Buyer or a designated Affiliate of Buyer; (iv) the Transition Services Agreement, duly executed by Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease, Lease duly executed by Buyer or a designated Affiliate of and, if necessary, Buyer; (v) the Buyer Closing Certificate;’s signature shall be witnessed and/or notarized; and (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f7.03(e) and Section 7.03(g7.03(f); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. At the Closing: (a) At the Closing, Sellers Seller shall deliver to Buyer the followingBuyer: (i) the Escrow Agreement duly executed instruments of transfer in respect of the Shares in favor of the Buyer accompanied by Sellersthe relevant original share certificates representing the Shares; (ii) a ▇▇▇▇ the Organizational Documents of sale the Company which includes all the statutory and other books and records (including financial records) possessed by or in control of the form Seller duly written up to date of Exhibit E hereto (the “▇▇▇▇ Company and its certificate of Sale”) incorporation, current business registration certificate and duly executed by Sellerscommon seal and any other papers, records and Affiliates documents of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Company; (iii) an assignment and assumption agreement all powers of attorney or other authorities under which the instruments of transfer in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) respect of the Purchased Assets and the Assumed LiabilitiesShares have been executed; (iv) with respect such waivers or consents as the Buyer may require to each Lease, an Assignment and Assumption enable the Buyer to be registered as the holder of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicablethe Shares; (v) the Third Party Landlord Consentsupdating of the register of members and transfers of the Company, the cancellation of existing share certificates representing the Shares in the name of the Seller, and the issuance of new share certificate representing the Shares in favor of the Buyer and to affix the common seal thereto; (vi) a Power of Attorney duly executed by the Seller in favor of the Buyer appointing the Buyer as the Seller’s attorney in fact in respect of the Company Shares from the date of Closing Certificateuntil such time as the Buyer has been registered as the holder of the Company Shares in the Register of Members of the Company; (vii) such other documents as may reasonably be required by the Management Agreement(s) associated with Permits Buyer to transfer title of the Shares to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicableBuyer; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers the followingSeller: (i) duly executed instruments of transfer in respect of the Closing Paymentshares of common stock in Buyer Idea Lab X in favor of the Seller N▇ ▇▇▇▇ accompanied by the relevant original share certificates representing the shares of stock; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellerspromissory note evidencing debt, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.Exhibit A;

Closing Deliverables. The closing of the sale and purchase of the Acquired Interests (athe “Closing”) pursuant to this Agreement shall take place remotely by the electronic transmission of executed documents or at the principal office of the Company, or such other location agreed to by the parties, as promptly as possible following the satisfaction or waiver of all conditions set forth in this Agreement, including receipt of all required approvals or consents from any Governmental Authority. At the Closing, Sellers shall deliver to Buyer the following: (i) The Company and each applicable Carrier Owner shall execute and deliver an assignment agreement in the Escrow Agreement duly executed by Sellers;form attached as Annex A hereto (each, an “Assignment Agreement”), pursuant to which the applicable Carrier Owner shall assign and transfer all right, title and interest in, to and under the applicable Acquired Interest to the Company. (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer Each Carrier Owner shall deliver, or cause its designated Affiliate to deliverbe delivered, to Sellers the following: Company, a certificate or certificates representing all of the issued and outstanding Acquired Interests of the applicable Insurance Carriers (iif any), free and clear of any liens, claims or encumbrances (other than any restrictions (whether on the transferability thereof or otherwise) imposed pursuant to applicable securities laws or by the Closing Payment; Company) (ii) the Escrow Agreement duly executed “Permitted Liens”), accompanied by Buyer;stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary. (iii) Each Carrier Owner shall deliver, or cause to be delivered, to the Assignment and Assumption Agreement Company or its designee, a duly executed by Buyer or a designated Affiliate of Buyer;completed IRS Form W-9. (iv) with respect The Company shall deliver to each LeaseCarrier Owner (or its designee), an Assignment and Assumption via wire transfer of Leaseimmediately available funds to such account(s) as designated in writing to the Company not less than (3) days prior to the Closing, duly executed by Buyer or a designated Affiliate such Carrier Owner’s proportionate share of Buyer;the Option Purchase Price. (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) Each party shall execute and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) deliver such other customary instruments, filings agreements or documents, in form and substance reasonably acceptable to Sellers, instruments as may be required reasonably requested by the other party to give effect to consummate the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions under this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. 2 (a) At the Closing, Sellers Seller shall deliver to Buyer the following:: 2 (i) a certificate of the Escrow Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement duly executed by Sellers;and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and 2 (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement.. 2 (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following:: 2 (i) the Closing Payment;Purchase Price; and 2 (ii) a certificate of the Escrow Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, 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 Buyer authorized to sign this Agreement and the documents to be delivered hereunder. 2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 3 Section III.01 Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of {STATE}. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions▇▇▇▇▇▇, and (assuming due authorization, execution and delivery by ▇▇▇▇▇) this Agreement and the Closingdocuments to be delivered hereunder constitute legal, valid and any post-closing binding obligations of Buyer Seller, enforceable against Seller in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.their respective terms. 3

Closing Deliverables. (a) At or prior to the Closing, Sellers shall as applicable, the Company will deliver (or cause to Buyer the followingbe delivered) to Parent: (i) evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 6.5 was solicited in conformity with Section 6.5 and Section 280G of the Escrow Agreement duly executed by SellersCode and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote or (B) such stockholder approval was not obtained and as a consequence, that the Waived 280G Benefits shall not be made or provided (or shall be returned); (ii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule A attached hereto, in a ▇▇▇▇ of sale in form reasonably acceptable to Parent, with such termination to be effective at or prior to the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Effective Time; (iii) an assignment and assumption agreement in the form of Exhibit F hereto a duly executed written resignation letter (the “Assignment Director and Assumption AgreementOfficer Resignation Letters”) ), from each of the officers and duly executed by Sellers directors of the Company and the Affiliates of Sellers, Company Subsidiaries effective as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and Closing, except to the Assumed Liabilitiesextent otherwise requested in writing by Parent prior to the Closing Date; (iv) with respect to each Leasea certificate, an Assignment and Assumption of Lease, duly validly executed by a Seller or an Affiliate the Secretary of Sellersthe Company, certifying as applicableto (A) the valid adoption of the Company Board Resolutions, and (B) the receipt of the Company Stockholder Approval, copies of which will be attached thereto (the “Secretary Certificate”); (v) (A) executed payoff letters, in each case dated no more than five Business Days prior to the Third Party Landlord Consents; Closing Date, in form and substance reasonably acceptable to Parent and the Debt Financing Sources, with respect to all Indebtedness of the Company set forth on Schedule C owed to the lender thereof and the amounts payable to such lender which shall among other things, confirm (vi1) the Seller full and final satisfaction of such Indebtedness as of the Closing Certificate; Date and (vii2) the Management Agreement(sautomatic termination and release of any Liens related thereto upon the payment of such Indebtedness, including any other documents necessary to effect the release of such Liens (each, a “Payoff Letter”), and (B) associated with Permits to Intellectual Property security interest releases evidencing the extent applicable under release of any and all Liens on Company Owned IP acceptable for recordation in the terms United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign intellectual property office, department or agency, in the case of Section 6.18, duly executed by a Seller or Affiliate each of Seller, as applicable; clauses (viii) the certificates required by Section 7.02(iA) and Section 7.02(j(B); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to BuyerParent and the Debt Financing Sources; (vi) a properly executed statement, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that the terms Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of this the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); and (vii) a duly executed counterpart to the Escrow Agreement from the Equityholder Representative (the “Escrow Agreement”). (b) At or prior to the Closing, Buyer shall deliver, Parent will deliver (or cause its designated Affiliate to deliver, be delivered) to Sellers the following: (i) the Closing Payment; (ii) Company a duly executed counterpart to the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers from Parent and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver (or cause to be delivered) to Buyer the following: (i) a certificate signed by an authorized officer of Seller, dated as of the Escrow Agreement duly executed by SellersClosing Date, confirming the matters set forth in Sections 8.02(a) and (b); (ii) a counterpart to the ▇▇▇▇ of sale sale, assignment and assumption agreement in substantially the form of Exhibit E B hereto (the “▇▇▇▇ of Sale”) and ), duly executed by Sellers, Seller and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Seller Subsidiaries; (iii) an a counterpart to each assignment and assumption agreement with respect to each Seller’s or the applicable Seller Subsidiaries’ interest in each Seller Lease that is an Assigned Contract in substantially the form of Exhibit F C hereto (the each, an “Assignment and Assumption Agreementof Lease”) and ), duly executed by Sellers and Seller or the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilitiesapplicable Seller Subsidiary; (iv) with respect to each Lease, an Assignment and Assumption of Lease, a duly executed by a Seller or an Affiliate Opinion of Sellers, as applicableSeller’s Counsel substantially in the form previously provided to Buyer (“Seller’s Counsel Opinion”); (v) the Third Party Landlord Required Consents; (vi) A certificate of the corporate secretary (or equivalent officer) of Seller Closing Certificatewith respect to certain corporate matters and attaching thereto (A) a true, correct and complete copy of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; and (B) certification of the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents and the documents to be delivered hereunder and thereunder; (vii) A certificate of the Management Agreement(scorporate secretary (or equivalent officer) associated of each Seller Subsidiary with Permits respect to certain corporate matters and attaching thereto a true, correct and complete copy of resolutions of the extent applicable under board of directors of such Seller Subsidiary authorizing the terms execution, delivery and performance of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicablethis Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; (viii) a non-foreign person affidavit from Seller and/or the certificates Seller Subsidiaries dated as of the Closing Date as required by, and satisfying the requirements of, Section 1445 of the Code; (ix) a counterpart to the transition services agreement, which agreement shall be in form and substance reasonably satisfactory to Buyer and Seller and contain the terms set forth on Exhibit D hereto (the “Transition Services Agreement”), duly executed by Section 7.02(i) and Section 7.02(j)Seller; and (ixx) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to BuyerBuyer and Seller, as may be required in the reasonable opinion of Buyer and its counsel to give effect vest in Buyer good and valid title to the transactionsPurchased Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), and to put Buyer in actual possession or control of the Closing Purchased Assets (other than the Delayed Transfer Assets, which will be delivered at the Delayed Transfer Date pursuant to Section 6.15), including, by way of illustration and any post-closing obligations of Sellers not limitation, as set forth in accordance with the terms of this AgreementSection 2.07(b). (b) At the Closing, Buyer shall deliver, deliver (or cause its designated Affiliate to deliver, be delivered) to Sellers Seller or the applicable Seller Subsidiary the following: (i) an amount in cash equal to the Closing PaymentPurchase Price, payable by wire transfer of immediately available funds in accordance with Section 2.05; (ii) a certificate signed by an authorized officer of Buyer, dated as of the Escrow Agreement Closing Date, confirming the matters set forth in Sections 8.03(a) and (b); (iii) a counterpart to the ▇▇▇▇ of Sale duly executed by Buyer; (iiiiv) the a counterpart to each Assignment and Assumption Agreement of Lease duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, a counterpart to the extent applicable under the terms of Section 6.18, Transition Services Agreement duly executed by Buyer or a designated Affiliate of Buyer; and (viiivi) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersSeller, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount (or cause to be delivered) to the Escrow Agent pursuant an amount in cash equal to the Escrow Agreement, duly executed Amount payable by Buyer, Sellers and the Escrow Agentwire transfer of immediately available funds in accordance with Section 2.05. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At or prior to the Escrow Closing, Sellers the Corporation shall deliver to Buyer Royale or, if otherwise provided below, to the Escrow Agent, the following, as provided below: (i) a certificate, dated the Escrow Agreement Closing Date and signed by a duly executed by Sellersauthorized officer of the Corporation that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; (ii) a ▇▇▇▇ certificate of sale in the form Secretary or an Assistant Secretary (or equivalent officer) of Exhibit E hereto the Corporation certifying (1) all resolutions adopted by the “▇▇▇▇ Board authorizing the execution, delivery and performance of Sale”) and duly executed this Agreement by Sellersthe Corporation, and Affiliates consummation of Sellersthe transactions contemplated hereby, as applicable(2) that each of the Shareholders has executed and delivered the Requisite Shareholders’ Consent, transferring (3) that all resolutions of the tangible personal property included Board and all authorizations provided by each Shareholder in connection with the Purchased Assets to Buyer (Requisite Shareholders’ Consent are in full force and effect without modification or designated Affiliate of Buyer)amendment; (iii) an assignment stock certificates representing all of the outstanding Transferred Stock and assumption agreement properly executed and completed Letters of Transmittal with respect thereto, in the form attached to Exhibit D (“Letters of Exhibit F hereto (Transmittal”), shall be delivered by the “Assignment Shareholders to the Escrow Agent. In addition, the Shareholders shall execute and Assumption deliver to Royale, and shall cause the Corporation to execute and deliver to Royale, the documents, certificates, opinions, instruments and agreements required to be executed and delivered by the Corporation or its Shareholders at the Closing as contemplated hereby or as may be reasonably requested by the Parent and shall deliver or cause to be delivered the documents and evidence required under this Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities;. (iv) with respect to each Lease, an Assignment and Assumption a certificate of Lease, duly executed by a Seller the Secretary or an Affiliate Assistant Secretary (or equivalent officer) of Sellersthe Corporation certifying the names and signatures of the officers of the Corporation authorized to sign this Agreement, as applicablethe Corporation Related Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the Third Party Landlord Consentssecretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Royale Parties are organized; (vi) the Seller Closing CertificateSection 351 Plan; (vii) certificates of non-foreign status delivered by each Shareholder of the Management Agreement(s) associated with Permits to Corporation under Section 1445 of the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable;IRC; and (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings documents or documents, in form instruments as Royale reasonably requests and substance are reasonably satisfactory necessary to Buyer, as may be required to give effect to consummate the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer Royale shall deliver, deliver to the Corporation (or cause its designated Affiliate to deliver, to Sellers such other Person as may be specified herein) the following: (i) instructions to Royale’s transfer agent to issue and deliver to the Closing PaymentShareholders the Exchange Consideration to be issued as provided in ARTICLE II; (ii) instructions to Royale’s transfer agent to issue and deliver to the Escrow Agreement duly executed by Buyerholders of convertible debt of Matrix the Debt Exchange Consideration; (iii) evidence that the Assignment and Assumption Agreement duly executed Matrix Senior Indebtedness shall have been assumed by Buyer Parent or a designated Affiliate paid off as of Buyerthe Closing Date in accordance with Section 6.17; (iv) with respect to a certificate, dated the Closing Date and signed by a duly authorized officer of each LeaseRoyale Party, an Assignment that each of the conditions set forth in Section 8.03(a) and Assumption of Lease, duly executed by Buyer or a designated Affiliate of BuyerSection 8.03(b) have been satisfied; (v) a certificate of the Buyer Closing CertificateSecretary 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 certificates required by Section 7.03(fSecretary or an Assistant Secretary (or equivalent officer) of the Royale Parties certifying the names and Section 7.03(g)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 Management Agreement, establishment of a new Subsidiary and the transfer of all of the assets related to the extent applicable under DWI Business of Royale (including assets held in trust for its investors); (viii) the terms of Section 6.18, duly 351 Plan; (ix) employment agreements executed by Buyer Parent and each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ Sheevel, all in a form reasonably acceptable to Royale and Matrix; (x) certificates or other evidence reasonably satisfactory to the Corporation confirming that none of the Royale Stockholders owning more than 5% of the number of shares of Royale Common Stock outstanding immediately before the Royale Merger is a designated Affiliate “foreign person” within the meaning of BuyerTreasury Regulation § 1445-2(b); and (viiixi) such other customary instruments, filings documents or documents, in form instruments as the Corporation reasonably requests and substance are reasonably acceptable necessary to Sellers, as may be required to give effect to consummate the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions contemplated by this Agreement. (c) At the Closing, Buyer provided that (i) the conditions of this ARTICLE VIII have been fulfilled to the reasonable satisfaction of each 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 requirements, Royale and the Corporation shall deliver provide joint written instructions to the Escrow Amount Agent to release and deliver to Royale or its designee all of the Letters of Transmittal and stock certificates held in escrow by Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ bill of sale in the form of Exhibit E A attached hereto (the “▇▇▇▇ Bill of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer Buyer; (or designated Affiliate ii) a transition agreement in the form of Buyer)Exhibit B attached hereto (the “Transition Agreement”) and duly executed by Seller; (iii) an assignment and assumption agreement in the form of Exhibit F C attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an intellectual property assignment agreement in the form of Exhibit D attached hereto (the “Intellectual Property Assignment Agreement”) and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicableSeller; (v) a certificate of the Third Party Landlord Consents;Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the stockholders of Seller, which authorize the execution, delivery and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement, the Transition 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; and (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments 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, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, pursuant to the terms of the Escrow Agreement, the Parties shall jointly instruct the Escrow Agent to release the Buyer Deposit to the Seller by wire transfer of immediately available funds to the Seller Account. (c) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) The Closing Payment by wire transfer of immediately available funds to the Closing PaymentSeller Account; (ii) the Escrow Transition Agreement duly executed by Buyer▇▇▇▇▇; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer;▇▇▇▇▇; and (iv) with respect a certificate of the Secretary (or equivalent officer) of Buyer certifying as to each Lease, an Assignment and Assumption (A) the resolutions of Lease, duly executed by Buyer or a designated Affiliate the board of directors of Buyer; , which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (vB) the names and signatures of the officers of Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, authorized to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, sign this Agreement and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreementother Transaction Documents. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow B▇▇▇ of Sale and Assignment and Assumption Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (ivii) with respect assignments, in form and substance mutually satisfactory to each Lease, an Assignment Buyer and Assumption of LeaseSeller (the “Intellectual Property Assignments”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased IP (as defined in Section 3.11 below), if any, to Buyer; (iii) a non-competition and non-solicitation agreement, in form and substance mutually satisfactory to Buyer and Seller or (the “Non-Competition Agreement”), duly executed by Seller and Stockholder; (iv) a lease agreement, in form and substance mutually satisfactory to Buyer and Seller (the “Real Property Lease”), duly executed by Chardan Properties, LLC, an Affiliate Ohio limited liability company and affiliate of SellersSeller, as applicableleasing the Real Property, together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto; (v) a consulting agreement, in form and substance mutually satisfactory to Buyer and DJM Consulting, LLC (the Third Party Landlord Consents“Consulting Agreement”), duly executed by DJM Consulting, LLC, governing the post-Closing consulting relationship between Buyer and DJM Consulting, LLC; (vi) the Seller Closing Certificatecopies of all consents, approvals, waivers and authorizations referred to in Section 3.3 below; (vii) a certificate of the Management Agreement(sSecretary of Seller certifying as to: (A) associated with Permits to the extent applicable under resolutions of the terms board of Section 6.18, duly executed by a Seller or Affiliate directors and sole stockholder of Seller, as applicable;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 Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably mutually satisfactory to BuyerBuyer and Seller, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentCash Consideration, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Schedule 2.2(b)(i) attached hereto; (ii) the Escrow Agreement Promissory Note, duly executed by Buyer; (iii) the B▇▇▇ of Sale and Assignment and Assumption Agreement Agreement, duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Leasethe Non-Competition Agreement, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing CertificateReal Property Lease, duly executed by Buyer; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Consulting Agreement, duly executed by Buyer; and (vii) a certificate of the Secretary of Buyer certifying as to: (A) the resolutions of the board of directors of Buyer, Sellers duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the Escrow Agent. transactions contemplated hereby; and (dB) Notwithstanding the order names and signatures of the deliveries by officers of Buyer authorized to sign this Agreement and the parties set forth above, all actions and deliveries are deemed documents to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverdelivered hereunder.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a an assignment and assumption agreement and ▇▇▇▇ of sale in the form of Exhibit E B hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (ivii) with respect to each Lease, an Assignment and Assumption of Lease, Leases in the form of Exhibit C hereto (the “Assignment and Assumption of Leases”) and duly executed by Seller; (iii) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Disclosure Schedules; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller or an Affiliate is not a foreign person within the meaning of Sellers, as applicableSection 1445 of the Internal Revenue Code duly executed by Seller; (v) a certificate of the Third Party Landlord ConsentsSecretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, 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 Seller authorized to sign this Agreement and the documents to be delivered hereunder; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (vii) the transactionsBuyer Leases duly executed by Seller; (viii) an Investor Representation Statement in the form of Exhibit D hereto (the “Investor Representation Statement”) and duly completed and executed by Seller and ▇▇▇▇▇ ▇▇▇▇; and (ix) payoff letters, in form and substance reasonably satisfactory to Buyer, evidencing the discharge or payment in full of any indebtedness of Seller outstanding as of the Closing Date, in each case duly executed by each holder of such indebtedness as reflected in such payoff letters, which payoff letters shall also provide for the termination and release of any post-closing obligations of Sellers in accordance with the terms of this AgreementEncumbrances related to such indebtedness. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing Cash Payment; (ii) the Escrow Agreement duly executed by BuyerNote; (iii) the Assignment and Assumption Agreement and ▇▇▇▇ of Sale duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an the Assignment and Assumption of Lease, Leases duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, Leases duly executed by Buyer or a designated Affiliate of Buyer; and (viiivi) such other customary instrumentsa certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, filings or documentsduly adopted and in effect, in form which authorize the execution, delivery and substance reasonably acceptable to Sellers, as may be required to give effect to performance of this Agreement and the transactionstransactions contemplated hereby, and (B) the Closing, names and any post-closing obligations signatures of the officers of Buyer in accordance with the terms of authorized to sign this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers Agreement and the Escrow Agentdocuments to be delivered hereunder. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers the Selling Parties shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale and assignment in the form of attached hereto as Exhibit E hereto C (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer and effecting the assignment to Buyer of the other Purchased Assets; (ii) the Escrow Agreement duly executed by each of the Selling Parties or the Selling Party Representative designated Affiliate of Buyer)in writing by the Selling Parties; (iii) an assignment assignment, assumption and assumption satisfaction agreement with respect to the CM License in the form of attached hereto as Exhibit F hereto D (the “Assignment and Assumption AgreementCM License Assignment”) and ), duly executed by Sellers Seller and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed LiabilitiesCM; (iv) with respect to each Leasea consulting agreement between Buyer, an Assignment on behalf of itself and Assumption of Leaseits wholly owned subsidiaries, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, PhD, in the form attached hereto as Exhibit F (the “▇▇▇▇▇▇ Consulting Agreement”), duly executed by a Seller or an Affiliate of Sellers, as applicable▇▇. ▇▇▇▇▇▇; (v) a certificate of the Third Party Landlord ConsentsSecretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors (or equivalent) and the Members which authorize the execution, delivery and performance of this Agreement, the ▇▇▇▇ of Sale, the CM License Assignment, the ▇▇▇▇▇▇ Consulting 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; (vi) the evidence satisfactory to Buyer in its sole discretion that any and all loans payable by Seller Closing Certificate;to any Member have been fully satisfied; and (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments 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, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers the Selling Parties the following: (i) certificate(s) representing the Closing PaymentTransaction Shares or, if Buyer so elects, evidence reasonably satisfactory to Seller (or CM, as the case may be) that such Transaction Shares have been registered in book-entry form on the share register of the Company, provided that fifty percent (50%) of the Transaction Shares (the “Escrow Shares”) shall be held by the Escrow Agent pursuant to the Escrow Agreement to satisfy any claims made by a Buyer Indemnitee (as defined below) under Section 6.01(a) hereof; (ii) evidence reasonably satisfactory to Seller that the Transaction Shares have been approved for listing on the Nasdaq Capital Market (“Nasdaq”); (iii) the ▇▇▇▇ of Sale duly executed by Buyer; (iv) the Escrow Agreement duly executed by Buyer; (iii) Buyer and the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of BuyerEscrow Agent; (v) the Buyer Closing CertificateCM License Assignment duly executed by Buyer’s subsidiary, Helomics Holding Corporation and Buyer; (vi) a certificate of the certificates required by Section 7.03(fSecretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery and Section 7.03(g);performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instrumentsinstruments of transfer or assumption, filings or documents, in form and substance reasonably acceptable satisfactory to SellersBuyer, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. At the Closing of each Strict Foreclosure: (a) At the Closing, Sellers The applicable Debtor consummating such Strict Foreclosure shall deliver or cause to Buyer be delivered to NewCo and the followingAgent: (i1) the Escrow a General Assignment and Assumption Agreement duly and Bill of Sale, executed by Sellerssuch Debtor, in substantially the form of Exhibit B attached hereto (each, a “General Assignment and Assumption Agreement and Bill of Sale”); (ii2) the Mutual Release Agreement or a joinder thereto, as applicable, as required by Section 3.2, executed by such Debtor; (3) a ▇▇▇▇ copy of sale the resolution of the sole shareholder, sole member, board of directors, board of managers or other equivalent body of such Debtor or the special committee thereof, if applicable, authorizing such Debtor to enter into this Agreement (or with respect to Holdings, authorizing entry into the Holdings Joinder), and to consummate the Transaction, which resolution shall be certified in writing by the secretary or comparable officer of such Debtor; (4) with respect to the TH Closing, a Lease Assignment and Assumption Agreement, executed by TH, in substantially the form of Exhibit D attached hereto (the “Lease Assignment”), pursuant to which TH shall assign all of its right, title and interest in and to that certain Industrial Lease, dated July 25, 2017, by and between MSCP, L.L.C., as lessor, and TH, as lessee, as the same has been amended, supplemented, assigned or otherwise modified from time to time, to NewCo (or its affiliate); (5) with respect to the Theraplant Closing, a Lease Agreement, executed by Theraplant, in substantially the form of Exhibit E attached hereto (the “▇▇▇▇ of SaleLease Agreement”) and duly executed by Sellers), and Affiliates of Sellerspursuant to which Theraplant shall lease the CT Real Property to DXR Finance 3, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer LLC (or designated Affiliate of Buyer);its affiliate) on the terms set forth therein; and (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv6) with respect to each Leasethe first Closing to occur hereunder, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; transition services agreement (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellersthe Debtors and the Consenting Lenders) executed by such Debtor, as may be required pursuant to give effect to the transactionswhich NewCo shall, and shall cause its other subsidiaries to, provide certain services to such Debtor in connection with its wind-down (the Closing, and any post-closing obligations of Buyer in accordance with the terms of this “Services Agreement”). (cb) At NewCo, the ClosingAgent and the Consenting Lenders, Buyer as applicable, shall deliver the Escrow Amount or cause to be delivered to the Escrow Agent pursuant to the Escrow Agreementapplicable Debtor consummating such Strict Foreclosure: (1) such General Assignment and Assumption Agreement and ▇▇▇▇ ▇▇ ▇▇▇▇▇, duly executed by Buyer, Sellers and the Escrow Agent.▇▇▇▇▇; (d2) Notwithstanding the order of the deliveries Mutual Release Agreement or joinder thereto, as applicable, as required by the parties set forth aboveSection 3.2, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until executed by each of the Actions Agent, the Consenting Lenders and deliveries set forth NewCo; (3) with respect to the first Closing to occur hereunder, the Tax Funding Agreement, executed by NewCo, in this Section 3.02 has been completed substantially the form attached hereto as Exhibit F; (4) with respect to the TH Closing, the Lease Assignment, executed by DXR Finance 4, LLC (or has been waived its affiliate); (5) with respect to the first Closing to occur hereunder, the Services Agreement, executed by ▇▇▇▇▇; and (6) to the party entitled extent the Strict Foreclosures shall not occur on the same date, to make the extent that, within the first week following the date of such waiver.Closing, the 13-Week Cash Flow Forecast indicates a cash need for funding from NewCo to any Greenrose Entity that is not consummating such Strict Foreclosure, NewCo shall deliver, by wire transfer of immediately available funds at such Closing, such amount as is so required to the accounts of the applicable Greenrose Entity as provided to NewCo in writing on the last business day prior to such Closing;

Closing Deliverables. At the Closing: (a) At the ClosingSeller shall deliver, Sellers shall deliver or cause to Buyer the followingbe delivered, to Purchaser: (i) the Escrow Agreement a duly executed by Sellers; (ii) a ▇▇▇▇ bill of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)B; (iiiii) an a duly executed assignment and assumption agreement in the form of Exhibit F hereto C (the “Assignment and Assumption Agreement”) and (if required for the transfer of any Purchased Assets); (iii) duly executed by Sellers and the Affiliates of Sellers, acknowledged (as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyerappropriate) assignments of the U.S. trademark registrations and applications and U.S. copyrights and copyright applications included in the Purchased Assets Intellectual Property, in the forms of Exhibit D (the “Assignment of Trademarks”) and Exhibit E (the Assumed Liabilities“Assignment of Copyrights”); assignment documents for trademark and/or copyright rights in other jurisdictions as reasonably required by Purchaser; and general assignments of all other Purchased Intellectual Property; (iv) with respect a duly executed counterpart to each Lease, an Assignment and Assumption of Lease, duly executed by the other Transaction Documents to which Seller is a Seller or an Affiliate of Sellers, as applicableparty; (v) a secretary’s certificate signed by a duly authorized officer or manager of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Seller authorizing the Third Party Landlord Consents;execution, delivery and performance of the Transaction Documents and the consummation of the Transactions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions; and (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings documents or documents, in form instruments as Purchaser reasonably requests and substance are reasonably satisfactory necessary to Buyer, as may be required to give effect to consummate the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this AgreementTransactions. (b) At the Closing, Buyer Purchaser shall deliver, or cause its designated Affiliate to deliverbe delivered, to Sellers the followingSeller: (i) the Closing Date Payment, which shall be paid by wire transfer of immediately available funds to one or more accounts designated in writing by Seller (such designation to be made at least one (1) Business Day prior to the Closing Date); (ii) the Escrow Agreement duly executed by Buyercounterparts (as applicable) to the Assignment and Assumption Agreement and each of the other Transaction Documents to which Purchaser is a party; (iii) a secretary’s certificate signed by a duly authorized officer or manager of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by Purchaser authorizing the Assignment execution, delivery and Assumption Agreement duly executed by Buyer or a designated Affiliate performance of Buyer;the Transaction Documents and the consummation of the Transactions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions; and (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings documents or documents, in form instruments as Seller reasonably requests and substance are reasonably acceptable necessary to Sellers, as may be required to give effect to consummate the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this AgreementTransactions. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At Subject to the terms and conditions hereof (including Section 2.07), at the Closing, Sellers Seller shall deliver (or cause to Buyer the followingbe delivered) to Buyer: (i) if any Transferred Interests or JV Interests are certificated, the Escrow Agreement duly executed certificates representing such Transferred Interests and/or JV Interests being purchased hereunder, accompanied by Sellersinstruments of transfer or assignment endorsed in blank by the appropriate Equity Seller or JV Seller or as otherwise required by the applicable Law and dated as of the Closing Date, or such other instruments of assignment required under applicable Law to effect the transfer of such Transferred Interests and/or JV Interests; (ii) if any Transferred Interests or JV Interests are not certificated, an assignment and conveyance instrument duly executed by the appropriate Equity Seller or JV Seller and dated as of the Closing Date, conveying the Transferred Interests or JV Interests to Buyer, in form and substance acceptable to Buyer, or such other instruments of assignment required under applicable Law to effect the transfer of such Transferred Interests and/or JV Interests; (iii) the resignations of all directors, managers and officers of the Transferred Entities from such positions (other than relating to their employment) effective as of the Closing, other than those directors, managers or officers of the Transferred Entities that Buyer notifies Seller in writing will not be required to resign; (iv) the resignations of all directors, managers and officers of the JV Entities appointed by Seller or any of its Subsidiaries from such positions (other than relating to their employment) effective as of the Closing, other than those directors, managers and officers of the JV Entities that Buyer notifies Seller in writing will not be required to resign; (v) a duly executed counterpart to the transition services agreement in form and substance reasonably satisfactory to Buyer and Seller, reflecting the terms attached hereto as Exhibit E, as such terms may be updated, amended or modified by the mutual written agreement of the Parties prior to the Closing (the “Transition Services Agreement”); (vi) the closing certificate of Seller as provided for in Section 8.02(c); (vii) a duly executed counterpart to the license agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to (A) the license of Intellectual Property (excluding the license of Intellectual Property in relation to ▇▇▇▇▇▇ Connected Enterprises as defined in the Transition Services Agreement) owned by Seller or its Subsidiaries that is utilized in each of the Business and the Retained Businesses, pursuant to which Seller will agree to grant to Buyer and its Affiliates a non-exclusive, royalty-free, sublicensable, world-wide license to use internally, have used internally, make, or have made such Intellectual Property in the conduct of the business of Buyer, and (B) the license of Intellectual Property acquired by Buyer pursuant to this Agreement as it exists on the Closing Date, pursuant to which Buyer will agree to grant to Seller and its Affiliates a non-exclusive, royalty-free, sublicensable, world-wide license to use internally, have used internally, make, or have made such Intellectual Property existing on the Closing Date in the conduct of the Retained Businesses, in form and substance reasonably satisfactory to Buyer and Seller (the “IP License Agreement”); (viii) a duly executed ▇▇▇▇ of sale sale, in the form of Exhibit E hereto and substance reasonably satisfactory to Buyer and Seller (the “▇▇▇▇ of Sale”), from each applicable Asset Seller in respect of its Transferred Assets sold pursuant to this Agreement; (ix) a statement in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) and (if applicable) Section 1446(f)(2) of the Code from Seller, and from each Equity Seller, Asset Seller and JV Seller that is a United States person (within the meaning of Section 7701(a)(30) of the Code), certifying that such Person is not a “foreign person” as defined in Section 1445(f)(3) of the Code and (if applicable) Section 1446(f) of the Code, duly executed by Sellersand dated as of the Closing Date; (x) the Section 338(h)(10) Forms, duly executed; (xi) evidence of the release of all Liens, other than Permitted Liens, on the Transferred Interests, the JV Interests and the Transferred Assets; (xii) a duly executed counterpart to each sublease between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Affiliates Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Subleases”); (xiii) a duly executed counterpart to each assignment agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to the assignments of Sellersthe real property in a form, and containing such terms and conditions as applicablereasonably agreeable to the Parties (collectively, transferring the tangible personal “Assignment Agreements”); (xiv) a duly executed counterpart to each license agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to the licenses of the real property included in a form, and containing such terms and conditions as reasonably agreeable to the Purchased Assets Parties (collectively, the “Real Estate License Agreements”); (xv) duly executed counterpart of any Local Agreement, deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonable for the assumption of the Assumed Liabilities or the transfer of the Transferred Assets, the Transferred Interests or the JV Interests; (xvi) a certified copy of the resolutions of the board of directors of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and (xvii) any other documents, instruments, or agreements contemplated by this Agreement or as are reasonably necessary to fully consummate the transactions contemplated by this Agreement, in each case in form and substance reasonably acceptable to Buyer and Seller, duly executed, and dated as of the Closing Date. (b) Subject to the terms and conditions hereof, at the Closing, Buyer shall deliver (or cause to be delivered): (i) to Seller, the Cash Consideration, which Buyer shall pay via wire transfer of immediately available funds to an account or accounts designated Affiliate of Buyer)by Seller; (ii) to Seller, the Share Consideration; (iii) an assignment to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the allotment and assumption agreement issue to Seller of the Share Consideration and the registration of the Share Consideration in Buyer’s register of members in the form name of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed LiabilitiesSeller; (iv) to Seller, evidence reasonably satisfactory to Seller that the Share Consideration has been allotted and issued to Seller in compliance with respect to each Lease, an Assignment and Assumption section 708A(5) of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicablethe Corporations ▇▇▇ ▇▇▇▇ (Cth) (the “Corporations Act”); (v) to Seller, evidence reasonably satisfactory to Seller that the Third Party Landlord ConsentsShare Consideration has been registered in Buyer’s register of members in the name of Seller; (vi) to Seller, the Seller Closing CertificateCHESS holding statement for the Share Consideration; (vii) the Management Agreement(s) associated with Permits to Seller, a duly executed counterpart to the extent applicable under Transition Services Agreement, each of the terms of Section 6.18Subleases, duly executed by a Seller or Affiliate of Seller, as applicablethe Assignment Agreements and the License Agreements; (viii) the certificates required by Section 7.02(i) to Seller, a duly executed assignment and Section 7.02(j); and (ix) such other customary instruments, filings or documentsassumption agreement, in form and substance reasonably satisfactory to Buyer, as may be required Buyer and Seller (the “Assumption Agreement”) from Buyer or each applicable Buyer Designee in respect of the Assumed Liabilities assumed by it pursuant to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (iiix) to Seller, any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the Escrow Agreement duly executed by BuyerParties and their respective counsel shall deem reasonable for the assumption of the Assumed Liabilities or the transfer of the Transferred Assets, the Transferred Interests or the JV Interests; (iiix) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate to Seller, evidence of Buyerall insurance obtained pursuant to Section 5.12; (ivxi) with respect to each LeaseSeller, an Assignment and Assumption the closing certificate of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by as provided for in Section 7.03(f) and Section 7.03(g8.03(d); (viixii) to Seller, a certified copy of the Management resolutions of the board of directors of Buyer approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viiixiii) such to Seller, any other customary documents, instruments, filings or documentsagreements contemplated by this Agreement or as are reasonably necessary to fully consummate the transactions contemplated by this Agreement, in each case in form and substance reasonably acceptable to SellersBuyer and Seller, as may be required to give effect to the transactionsduly executed, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order dated as of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverClosing Date.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ bill of sale in the form of Exhibit E B attached hereto (the “▇▇▇▇ "Bill of Sale”") and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F C attached hereto (the “"Assignment and Assumption Agreement”") and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iviii) with respect a certificate of the Secretary (or equivalent officer) of Seller certifying as to each Lease(A) the resolutions of the board of directors and the Members of Seller, an which authorize the execution, delivery and performance of this Agreement, the Bill 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 Lease, duly executed by a the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Seller or an Affiliate of Sellers, as applicableauthorized to sign this Agreement and the other Transaction Documents; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ixiv) such other customary instrumentsinstruments 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, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement.; and (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price by wire transfer of immediately available funds; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer▇▇▇▇▇; (iviii) with respect a certificate of the Secretary (or equivalent officer) of Buyer certifying as to each Lease, an Assignment and Assumption (A) the resolutions of Lease, duly executed by Buyer or a designated Affiliate the board of directors of Buyer; , which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (vB) the names and signatures of the officers of Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, authorized to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, sign this Agreement and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreementother Transaction Documents. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall execute and deliver to Buyer the following:following (collectively, the “Conveyance Documents”): (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ bills of sale in the form of Exhibit E C attached hereto (the “▇▇▇▇ Bill of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Inventory and the Tangible Personal Property (other than the Titled Vehicles) included in the Purchased Assets to Buyer the applicable Buyer; (or designated Affiliate ii) a bill of sale in the form of Exhibit D attached hereto (the “Vehicle Bill of Sale”) and duly executed by Seller, transferring the Titled Vehicles and Equipment included in the Purchased Assets to Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F E attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets (other than Tangible Personal Property) and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment assignment and Assumption assumption of Lease, lease for the Leases in the form of Exhibit F attached hereto (the “Lease Assignments”) and duly executed by a Seller or an Affiliate Seller, effecting the assignment to and assumption by Buyer of Sellers, as applicableeach Lease; (v) an assignment and assumption of trademarks and tradenames in the Third Party Landlord Consentsform of Exhibit G attached hereto (the “Trademark Assignment and Assumption Agreement”) and duly executed by Seller; (vi) a statement of the Accounts Receivable in the accounting records of Seller on a site by site or by a customer by costumer basis, and related to the Purchased Assets, provided that Seller shall provide a preliminary statement of the Accounts Receivable to Buyer ten (10) days prior to the Closing Date; (vii) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(i7.02(e) and Section 7.02(j7.02(f); and; (ix) a settlement statement, prepared by the Title Company, signed by ▇▇▇▇▇▇ describing the Purchase Price to be paid at Closing; (x) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyerthe Parties, as may be required to give effect to the transactionsthis Agreement; (xi) with respect to each parcel of Transferred Real Property, the Closing and any post-closing obligations of Sellers a special warranty or equivalent deed in accordance with local custom and practice (each, a “Deed”), conveying to Buyer (or Buyer’s designee) the terms respective parcel of Transferred Real Property; (xii) with respect to the Transferred Real Property, an owner’s affidavit from Seller, in form and substance reasonably acceptable to Buyer, Seller and the Title Insurance Company; (xiii) with respect to the Transferred Real Property, a properly executed IRS Form W-9 from the applicable Seller Entity (or, in the case of a Seller Entity that is disregarded from its owner for U.S. federal income tax purposes, from such entity’s regarded owner); (xiv) with respect to the Transferred Real Property, a nonresidential real estate registration certificate or similar local certificate from Seller, in form and substance reasonably acceptable to Buyer, Seller and the Title Insurance Company; (xv) with respect to the Transferred Real Property, a 1099-S certificate from Seller, in form and substance reasonably acceptable to Buyer, Seller and the Title Insurance Company; (xvi) any transfer tax declaration, affidavit or disclosure form required by applicable Law in order to effectuate the transfer of the Transferred Real Property, as provided in this Agreement; (xvii) an assignment and assumption of the Supplier Based Intangible and, if applicable, Branding Agreements duly executed by Seller in the form attached hereto as Exhibit H (the “Assignment and Assumption Agreement of SBI”); (xviii) The consents and approvals listed in Section 3.02(a)(xviii) and Section 4.07(b) of the Disclosure Schedules (the “Required Consents”); (xix) A certificate of good standing for Seller issued by the Secretary of State (or other appropriate Governmental Authority) of the state of incorporation or organization of Seller, and certificate of foreign qualification for the states listed on Section 3.02(a)(xix) of the Disclosure Schedules, each dated as of a date no more than sixty (60) days before the Closing Date; (xx) Estoppel Certificates from each landlord under each Lease, dated not more than sixty (60) days prior to the Closing Date, substantially in the form of Exhibit I (the “Required Landlord Estoppel Certificates”), provided that, if a landlord will not provide a landlord estoppel certificate, Seller may provide a Seller estoppel certificate in lieu of such landlord estoppel certificate, in substantially the same form as provided in Exhibit I, so long as such Seller estoppel certificates do not exceed 20% of the EBITDA generated from the Business located at the Leased Real Properties, and for avoidance of doubt, such Seller estoppel certificates shall in no way be subject to the Deductible described in Article VIII; (xxi) Estoppel Certificates from each tenant or subtenant, as applicable for each Tenant Lease substantially in the form of Exhibit L (the “Required Tenant Estoppel Certificates"), Seller agreeing to use reasonable efforts to cause such estoppel certificates to be dated not more than sixty (60) days prior to the Closing Date, provided that, if a tenant will not provide a tenant estoppel certificate, Seller may provide a Seller estoppel certificate in lieu of such landlord estoppel certificate, in substantially the same form as provided in Exhibit L, so long as such Seller estoppel certificates do not exceed 20% of the EBITDA generated from the Tenant Leases, and for avoidance of doubt, such Seller estoppel certificates shall in no way be subject to the Deductible described in Article VIII; (xxii) payoff letters evidencing the amount to satisfy all payment obligations for existing indebtedness and the full release of all liens on any of the Purchased Assets other than Permitted Encumbrances; (xxiii) all Books and Records of Seller; (xxiv) the registration form for each underground and aboveground storage tank at the Facilities (inclusive of all site specific information, i.e., tank information, FID numbers, Location address, etc.) and a copy of all documents or forms that may be required by applicable Environmental Laws related to the transfer of ownership of underground storage tanks, aboveground storage tanks, containers, piping, and pipelines, hoses, pumps, dispensers, appurtenances, or other equipment as described in this Agreement; (xxv) an assignment and assumption agreement of the Membership Interests, in the form of Exhibit O attached hereto, duly executed by Seller (“Assignment and Assumption Agreement of Membership Interests”); (xxvi) a Bill of Sale for each state in which the UST Systems and AST Systems are located, in each case, in the form of Exhibit N attached hereto; (xxvii) copies of all Tax exemption certificates in Seller’s possession for all non-taxable/reseller customers of Seller Entities; (xxviii) the Transition Services Agreement, duly executed by Seller; (xxix) evidence reasonably satisfactory to the Buyer of the assignment of plan sponsorship of the Assumed Benefit Plans to Buyer or one of its Affiliates effective as of the Closing Date; and (xxx) the Registration Rights Agreement, duly executed by Seller, in substantially the form attached hereto as Exhibit P (the “Registration Rights Agreement”). (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price and, if applicable, all amounts for any Pre-Closing ACT by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate ▇▇▇▇▇; (iii) the Lease Assignments duly executed by ▇▇▇▇▇, effecting the assignment to and assumption by ▇▇▇▇▇ of Buyereach Lease; (iv) with respect to each Lease, an the Trademark Assignment and Assumption of Lease, Agreement duly executed by Buyer or a designated Affiliate of Buyer▇▇▇▇▇; (v) the Buyer Closing Certificate; (vi) the certificates of the Secretary of Buyer required by Section 7.03(f7.03(e) and Section 7.03(g7.03(f); (vii) Copies of completed registrations for UST Systems as required pursuant to Environmental Law for each Real Property indicating, respectively, the Management transfer of UST System ownership, provided, that, Buyer shall have up to thirty (30) days following Closing to provide Seller with such copies if Buyer is unable to complete such registrations prior to Closing; (viii) If not previously provided to Seller, copies of any filings or applications for transfers of Environmental Permits pertaining to any of the Real Property, and any approvals of such transfers received from Governmental Authorities, as required pursuant to Environmental Law to have been sought and/or obtained prior to Closing; (ix) a settlement statement, prepared by the Title Company, signed by ▇▇▇▇▇ describing the Closing Purchase Price to be paid at Closing; (x) any transfer tax affidavit or disclosure form required by applicable Law in order to effectuate the transfer of the Transferred Real Property as provided in this Agreement, to ; (xi) the extent applicable under the terms Assignment and Assumption Agreement of Section 6.18, SBI duly executed by Buyer or a designated Affiliate ▇▇▇▇▇; (xii) the Transition Services Agreement duly executed by ▇▇▇▇▇; (xiii) Assignment and Assumption Agreement of BuyerMembership Interests duly executed by ▇▇▇▇▇; and (viiixiv) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Registration Rights Agreement, duly executed by Buyer▇▇▇▇, Sellers and in substantially the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.form attached hereto as Exhibit P.

Closing Deliverables. (a) At The Parties acknowledge and agree that on or before the ClosingClosing Date, Sellers they shall deliver to Buyer have respectively provided the following: (a) Sellers have provided Buyer a Resolution of Company, unanimously executed by its Manager and Members, authorizing and approving the following: (i) the Escrow Transaction; (ii) execution of this Agreement; (iii) the assignment, transfer and conveyance of the Membership Interests to Buyer; and (iv) the adoption, approval and execution of the restated and amended Operating Agreement of Company reflecting the actions described herein and any additional agreed upon terms and provisions regarding the governance, management and operation of Company. (b) Buyer has provided to Sellers the restated and amended Operating Agreement of Company, reflecting the actions described herein and any additional required terms, obligations and provisions related to the governance, management and operation of Company requested by Buyer. (c) Sellers have provided Buyer with all necessary assurances that evidence that upon the Closing Date the Company has not nor is not seeking or requesting any type of bankruptcy protection or bankruptcy procedure. (d) Sellers have provided to Buyer all documents, agreements, or requested documents pertaining to YLK AZ and the Management Agreement, pursuant to which, YLK AZ shall continue to provide certain services related to the management, administration and operation of the Dispensary’s Cultivation Facility (as defined therein), pursuant to the AMMA and all rules, requirements and regulations. (e) Buyer and Sellers have mutually prepared, secured, and/or executed, as appropriate, all required governmental or third-party approvals, waivers, disclosures or consents. (f) Sellers have taken all actions necessary to acquire the necessary approvals and authorizations and prepared and provided Buyer all documents necessary to cause the assignment, transfer and conveyance of the Membership Interests and all Assets, contracts and agreements in Company. (g) Buyer has provided to Sellers the Warrant duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by SellersCompany, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment pursuant to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms Section 1 of this Agreement. (bh) At the ClosingSellers shall take all reasonable actions, Buyer shall deliverexecute all documents, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed provide all assistance deemed reasonably necessary by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance comply with the terms intent of this Agreement. (ci) At the ClosingBuyer has taken all reasonable actions, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneouslydocuments, and none shall be provided all assistance deemed reasonably necessary by Sellers to have been completed until each comply with the intent of this Agreement. The deliverables described in the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by aforementioned (a) through (i) are collectively referred to herein as the party entitled to make such waiver“Closing Deliverables”.

Closing Deliverables. (a) At the Closing, Sellers the Company shall deliver to Buyer or cause to be delivered to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale items identified in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”Sections 6.1(f) and duly executed by Sellers6.1(g), and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits shall deliver to the extent applicable under Company the terms of items identified in Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j6.2(b); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, or if the Closing occurs after 1:00PM Pacific Time on the Closing Date, on the first Business Day following the Closing Date, Buyer shall deliverpay, or cause its designated Affiliate to deliverbe paid, to Sellers the following: (i) To the Paying Agent by wire transfer of immediately available funds (in accordance with the applicable wire instructions provided by the Paying Agent and set forth in the Consideration Spreadsheet), the portion of the Estimated Closing Payment;Cash Merger Consideration payable to Company Unitholders with respect to their Company Units (other than the applicable portion thereof that is subject to withholding as wages or compensation) pursuant to the Consideration Spreadsheet, for further distribution, as provided in Section 2.12, by the Paying Agent to such Company Unitholders (ii) To the Escrow Agreement duly executed Company by Buyerwire transfer of immediately available funds (in accordance with the applicable wire instructions set forth in the Consideration Spreadsheet) (i) the portion of the Estimated Closing Cash Merger Consideration payable to the Company Unitholders that is subject to withholding as wages or compensation, (ii) the Option Payments to be payable to the Company Optionholders pursuant to the Consideration Spreadsheet and (iii) the portion of the Closing Transaction Expenses payable to any employee of the Company pursuant to the Consideration Spreadsheet, in each case, for further distribution, subject to Section 2.12 with respect to holders of Company Incentive Membership Units, by the Company to such payee through the Company’s payroll system and net of any applicable withholding Taxes payable with respect thereto; (iii) to the Assignment Paying Agent, the Adjustment Escrow Amount, the Indemnity Escrow Amount and Assumption Agreement duly executed the Schedule 9.2(h) Escrow Amount, for further payment by Buyer or a designated Affiliate of Buyerthe Paying Agent to the Escrow Agent for deposit in the Indemnity Escrow Fund, Adjustment Escrow Fund and Schedule 9.2(h) Escrow Fund respectively, pursuant to the wire instructions set forth on the Consideration Spreadsheet; (iv) to the Paying Agent, the portion of the Closing Transaction Expenses payable to the payees identified on the Consideration Spreadsheet (other than any payees that are employees of the Company), for further payment by the Paying Agent to such payee by wire transfer of immediately available funds (in accordance with respect to each Lease, an Assignment the applicable wire instructions and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyerpayment amounts set forth in the Consideration Spreadsheet); (v) to the Buyer Closing CertificatePaying Agent, the Sellers’ Representative Expense Amount, for further payment by the Paying Agent to the Sellers’ Representative by wire transfer of immediately available funds (in accordance with the applicable wire instructions and payment amounts set forth in the Consideration Spreadsheet); (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under Paying Agent, the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect Closing Indebtedness payable pursuant to the transactionspayees thereof that have delivered Payoff Letters, and for further payment by the Closing, and any post-closing obligations Paying Agent to such payee by wire transfer of Buyer immediately available funds (in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers applicable wire instructions and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries payment amounts set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.Consideration Spreadsheet);

Closing Deliverables. At the Closing: (a) At Buyer will pay to Seller the Closing, Sellers shall Closing Date Payment in accordance with Section 1.04; (b) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the following: (i) the Escrow Agreement duly executed transfer of any Purchased Asset for which ownership is evidenced by Sellersa certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Purchased Assets, free and clear of any Liens, other than Permitted Liens; (iic) Seller will execute and deliver to Buyer a ▇▇▇▇ of sale in Sale conveying the form of Purchased Assets to Buyer, which is attached hereto as Exhibit E hereto A (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiid) Buyer and Seller will execute and deliver to each other an assignment Assignment and Assumption Agreement evidencing the assumption agreement in by Buyer of the form of Assumed Liabilities, which is attached hereto as Exhibit F hereto B (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities); (ive) Seller will execute and deliver to Buyer a Trademark Assignment Agreement conveying the Trademarks of Seller used in the InStaff Business as set forth therein to Buyer, which is attached hereto as Exhibit C (the “Trademark Assignment”); (f) Seller will execute and deliver to Buyer a Domain Name Assignment Agreement conveying the Domain Names of Seller used in the InStaff Business as set forth therein to Buyer, which is attached hereto as Exhibit D (the “Domain Name Assignment”); (g) evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Purchased Assets, other than Permitted Liens; (h) Buyer and Seller will execute and deliver to each other a shared services agreement pursuant to which Seller will assist Buyer for a period of time following the Closing with the integration of the InStaff Business and transfer of customer relationships, which is attached hereto as Exhibit E (the “Shared Services Agreement”); (i) Buyer and Seller will execute and deliver to each other Lease Assignment and Assumption Agreements with respect to each Leasethe lease agreements, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) for the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, Leased Real Property in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactionsBuyer and Seller (collectively, the Closing and any post-closing obligations “Lease Assignment Agreements”), which includes the consent of Sellers in accordance with the terms respective landlords of this Agreement.the Leased Real Property; (bj) At the Closing, Seller will deliver to Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing PaymentIRS Form W-9, and (ii) Texas Comptroller Form 01-917, Statement of Occasional Sale; (iik) Seller will deliver to Buyer a certificate of an officer of Seller certifying as to (A) the Escrow resolutions of the board of directors of Seller, which authorize the execution, delivery and performance of this Agreement duly executed by Buyerand the consummation of the transactions contemplated hereby and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (iiil) the Assignment Seller will deliver to Buyer an executed acknowledgement and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documentsconsent agreements, in form and substance reasonably acceptable to SellersBuyer, for each of the Assumed Contracts as may be set forth on Section 2.02(l) of the Disclosure Schedules; (m) Buyer will deliver to Seller a certificate of an 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 consummation of the transactions contemplated hereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; (n) Seller will deliver to Buyer the certificate of an officer of Seller required by Section 7.02(d); (o) Buyer will deliver to give effect Seller the certificate of an officer of Buyer required by Section 7.03(d); (p) Buyer will deliver to the transactionsSeller evidence reasonably satisfactory to Seller that Buyer has obtained, and effective as of the Closing, and any insurance coverage reasonably necessary to operate the InStaff Business in the ordinary course of business post-closing obligations Closing, including workers compensation, general liability, and automobile insurance; provided, that, for the avoidance of doubt, Buyer will ultimately remain responsible for determining in accordance with its sole discretion what insurance coverage is sufficient; and (q) Seller will deliver to Buyer such other documents, instruments and certificates of transfer as Buyer may reasonably request in order to convey to Buyer all right, title and interest in and to the terms of Purchased Assets as contemplated by this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale sale, assignment and assumption agreement substantially in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F A hereto (the “Assignment and Assumption Agreement”) and ), duly executed by Sellers and Seller; (ii) intellectual property assignments substantially in the Affiliates form of SellersExhibit B hereto (the “Intellectual Property Assignments”), as applicableduly executed by Seller; (iii) with respect to the Yadkinville Facility, effecting the assignment to and assumption by Buyer a “special” or “limited” warranty deed (or designated Affiliate applicable state equivalent with covenants against grantors acts only) substantially in the form of Buyer) of the Purchased Assets Exhibit C hereto (each, a “Deed”), duly executed and the Assumed Liabilitiesnotarized by Seller; (iv) with respect to each Lease, an Assignment and Assumption a transition services agreement in the form of LeaseExhibit D hereto (the “Transition Services Agreement”), duly executed by a Seller or an Affiliate of Sellers, as applicableSeller; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vi) a certificate of Seller, certifying 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 (“FIRPTA Certificate”); provided, however, that if Seller does not deliver to Buyer a FIRPTA Certificate, Buyer shall be permitted to withhold from any payments made pursuant to the Agreement to Seller any required withholding Tax under Section 1445 of the Code, and any such amounts withheld shall be treated for all purposes of this Agreement as having been paid to Seller; (vii) the Management Agreement(scertificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(k) associated with Permits to the extent applicable under the terms of and Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable7.02(l); (viii) the certificates required by Section 7.02(i) and Section 7.02(j)Greek Legal Opinion; and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price; (ii) the Escrow Agreement Assignment and Assumption Agreement, duly executed by Buyer; (iii) the Assignment and Assumption Agreement Transition Services Agreement, duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (viv) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viiivi) such other customary instrumentsinstruments of transfer or certificates, filings affidavits or documentsfilings, in form and substance reasonably acceptable to Sellersthe Parties hereto and the applicable title company, as may be required to give effect to the transactions, this Agreement and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order conveyance of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverYadkinville Facility.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇b▇▇▇ of sale in the form of Exhibit E hereto and substance satisfactory to Buyer (the “▇B▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets; (iii) an assignment in form and substance satisfactory to Buyer (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to any trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased Assets and the Assumed Liabilitiesto Buyer; (iv) with respect a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to each Lease, an Assignment (A) the resolutions of the board of managers and Assumption of Leasethe members of Seller, duly executed by a 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 Seller or an Affiliate of Sellers, as applicableauthorized to sign this Agreement and the documents to be delivered hereunder; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement.; (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentShares; (ii) the Escrow Agreement B▇▇▇ of Sale duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an the Intellectual Property Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.; and

Closing Deliverables. (a) At or before the Closing, Sellers shall deliver (or cause their respective Affiliates to Buyer deliver) to Purchaser the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale Sale with Assignment and Assumption Agreement in the form of Exhibit E C hereto (the “▇▇▇▇ of Sale”) and ), duly executed by the Sellers, and Affiliates ; (ii) the Assigned Contracts duly executed by each of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)parties thereto; (iii) an assignment the Assignment and assumption agreement Assumption Agreement, substantially in the form of Exhibit F hereto D (the “Assignment and Assumption Agreement”) and ), duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Leasethe SH Employment Agreement, duly executed by a Seller or an Affiliate of Sellers, as applicableSH; (v) the Third Party Landlord ConsentsJH3 Employment Agreement, duly executed by JH3; (vi) wire transfer instructions, executed by Sellers, which set forth the Seller Closing Certificatewiring information necessary for wiring funds into the accounts of one or more of the Sellers (“Wire Transfer Instructions”); (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicableSellers’ Officer Certificates; (viii) The Lease Agreement, duly executed by the applicable Seller (ix) certificates of good standing for each Seller from their respective states of formation or incorporation; (x) a Settlement Statement, which sets forth the amount of the Cash Portion of the Purchase Price and any other payments to be made at Closing, if any, (the “Settlement Statement”), duly executed by Sellers; (xi) the forms required by Section 7.02(iSynovus Bank necessary to transfer signature authority for each Seller’s bank accounts (account number 100036805) (the “Acquired Bank Accounts”) to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer of Purchaser, duly executed by the applicable Sellers; (xii) The Termination of Agreements, duly executed by KES S&T and Section 7.02(j)KES Air Technologies, LLC; and (ixxiii) such other customary instrumentsinstruments of transfer, filings assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing Purchaser and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (cb) At or before the Closing, Buyer Parent or Purchaser, as applicable, shall deliver to Sellers the Escrow Amount to following: (i) The Cash Portion of the Escrow Agent Purchase Price by wire transfer of immediately available funds pursuant to the Escrow Wire Transfer Instructions; (ii) Evidence of the issuance of the Shares to Sellers pursuant to Schedule 2 from Parent’s transfer agent; (iii) the ▇▇▇▇ of Sale, duly executed by Purchaser; (iv) the Assignment and Assumption Agreement, duly executed by BuyerPurchaser; (v) the SH Employment Agreement, Sellers duly executed by Purchaser; (vi) the JH3 Employment Agreement, duly executed by Purchaser; (vii) the Settlement Statement, duly executed by Purchaser; (viii) Purchaser’s Officer Certificate; (ix) the Lease Agreement, duly executed by Purchaser; (x) certificates of good standing for Parent and Purchaser from their respective states of incorporation; (xi) The Termination of Agreements, duly executed by Purchaser; and (xii) A waiver of the obligations JJH Holdings LLC under Sections 6.01(a) and 6.01(b) of the Asset Purchase Agreement, dated as of February 8, 2021, between Parent, Purchaser, Akida Holdings LLC, Simba Partners, LLC, JJH Holdings LLC and Fakhruddin Holdings FZC, executed by the Parent and the Escrow AgentPurchaser. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer i. a b▇▇▇ of sale, assignment and assumption for the Assets in the form attached as Exhibit C hereto (the “B▇▇▇ of Sale”) duly executed by D-Vasive; ii. assignments in the form of Exhibit D hereto transferring all of D-Vasive’s right, title and interest in and to D-Vasive Intellectual Property to be transferred to Buyer pursuant to this Agreement to Buyer duly executed by D-Vasive (the “IP Assignment”); iii. duly executed Escrow Agreement; iv. such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request to transfer to and vest in Buyer all of D-Vasive’s right, title and interest in, to and under the Assets; v. evidence of the receipt of D-Vasive Consents or, if applicable, evidence of communications requesting a Third Party to provide consent required to be obtained by D-Vasive pursuant to this Agreement and subject to the Escrow Agreement; vi. any Uniform Commercial Code termination statements, releases and other documents necessary to evidence that each of the Assets is being sold, conveyed, transferred, assigned and delivered to Buyer free and clear of any Encumbrances (except for Permitted Encumbrances), as set forth on Schedule 3.3(iv); vii. Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Buyer, the source code underpinning the D-Vasive application and other Software developed by Seller in connection with the Business; viii. the book and records solely related to the Assets; ix. copies of the following:, in each case certified as of the Closing Date by the Secretary of D-Vasive: (1) resolutions of D-Vasive’s board and shareholders authorizing the execution, delivery and performance of this Agreement and the other agreements that D-Vasive is required to execute and deliver pursuant to the terms of this Agreement; and (2) the signature and incumbency of the Persons authorized to execute and deliver this Agreement and the other agreements and certificates that D-Vasive is required to execute and deliver pursuant to the terms of this Agreement; and x. a certificate dated as of the Closing Date, executed on behalf of Seller by its executive officer, to the effect that (i) the Escrow Agreement duly executed by Sellers; condition set forth in Section 3.2(c)(i) has been satisfied, and (ii) there shall not have occurred a ▇▇▇▇ of sale Material Adverse Effect with respect to the Assets since the Agreement Date; xi. employment agreements, in the form of Exhibit E hereto (the “Employment Agreements”), duly executed by each of J▇▇▇ ▇▇▇▇▇▇, L▇▇▇▇ of Sale”) ▇▇▇▇▇▇ and duly executed by SellersJ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, xii. a consulting agreement, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Leasehereto, duly executed by a Seller or an Affiliate of Sellers, as applicableFuture Tense Secure Systems Inc.; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, xiii. duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j)Lockup Agreement; and (ix) xiv. duly executed written consent from J▇▇▇ ▇▇▇▇▇▇ authorizing the Company to use “J▇▇▇ ▇▇▇▇▇▇” in the Company’s name indefinitely without any compensation. Simultaneous with the deliveries referred to in this Section 3.2, Sellers shall take or cause to be taken all such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, actions as may reasonably be required to give effect put Buyer in actual possession and operating control of the Assets. To the extent deliveries required under Section 3.2 are not made, Buyer (in its sole discretion) may waive such requirement; but if such requirement is not waived, Sellers shall cooperate in any reasonable arrangement proposed by Buyer designed to obtain for Buyer the transactions, the Closing material benefits and any post-closing obligations privileges of Sellers in accordance with the terms of this Agreementsuch deliveries not made. (b) At the Closing, Buyer shall deliverdeliver to Seller: i. a certificate dated as of the Closing Date, or cause executed on behalf of Buyer by its designated Affiliate to deliverPresident, to Sellers the following:effect that the condition set forth in Section 3.2(b)(i) has been satisfied; (i) ii. evidence that the approval from NYSE MKT has been obtained; iii. in immediately available funds the Closing PaymentCash to Seller; (iiiv. certificate(s) of Common Stock representing the Closing Shares; v. certificate(s) of Common Stock representing the Escrow Shares to the Escrow Agent; vi. Employment Agreements duly executed by Parent; vii. the B▇▇▇ of Sale duly executed by Buyer; viii. the Escrow Agreement duly executed by Buyer; (iii) the Assignment Buyer and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of BuyerParent; and (viii) such other customary instruments, filings or documentsix. Buyer shall deliver copies of the following, in form and substance reasonably acceptable to Sellerseach case certified as of the Closing Date by the Secretary or Assistant Secretary of Buyer or the Parent, as may be the case: (1) resolutions of Buyer’s and Parent’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements that Buyer is required to give effect execute and deliver pursuant to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. ; and (c2) At the Closingsignature and incumbency of the Persons authorized to execute and deliver this Agreement, the other agreements and certificates Buyer shall is required to deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow this Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇b▇▇▇ of sale in the form of Exhibit E hereto reasonably satisfactory to Buyer (the “▇B▇▇▇ of Sale”) and duly ), executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly ), executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) assignments in form reasonably satisfactory to Buyer (the “Intellectual Property Assignments”), executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect an employment agreement in form reasonably satisfactory to each LeaseBuyer (the “Employment Agreement”), an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicableFounder; (v) a non-competition agreement in form reasonably satisfactory to Buyer (the Third Party Landlord Consents“Non-Compete Agreements”), executed by Founder; (vi) a lock-up agreement in form reasonable satisfactory to Buyer (the “Lock-Up Agreement”), executed by each of the Stock Recipients listed on Schedule A of the Disclosure Schedules (which shall be updated by Seller up until and including the day prior to Closing, once the Buyer Share Price has been established); (vii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the B▇▇▇ of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignments, and the other documents required to be delivered in connection with this Agreement or at the Closing, as well as the February 2022 Bridge Notes and related Personal Guaranty from Founder (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated by this Agreement, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (viii) a file stamped copy or other confirmation of an amendment to the Delaware Certificate of Incorporation of Seller changing Seller’s name to something wholly dissimilar from and without reference to “Dripkit”; (ix) all Purchased Assets to Buyer, including (A) the right to exercise dominion and control over all Purchased Assets and, if appropriate, the physical transfer of such Purchased Assets to Buyer, and (B) all means of access to the Purchased Assets, including all keys, combinations, access codes, account numbers, and passwords associated with the Purchased Assets; (x) the Seller Closing Certificate; (viixi) an Accredited Investor Questionnaire (an “Investor Questionnaire”) in form reasonably satisfactory to Buyer from each of the Management Agreement(sStock Recipients listed on Schedule A of the Disclosure Schedules; (xii) associated with Permits to the extent applicable under that any portion of the terms Cash Payment is promised (or distributed) prior to or as of Section 6.18the date of Closing to Seller’s holders of SAFEs and/or shares of its common stock (as a class or as classes of instrument holders, duly with or without the intent of receiving any release agreements in consideration thereof) instead of the Stock Recipients in accordance with their contractual preference, each Stock Recipient identified on Schedule A shall execute an agreement by and among the Stock Recipient, Seller and Buyer (A) consenting to such a distribution scheme and (B) releasing Seller, Buyer, all other Seller security holders participating in this distribution scheme, and each of their affiliates and representatives, from any claims or liabilities arising in connection with this Agreement, its negotiation and any of the transactions contemplated herein, including with respect to Seller’s distribution of consideration from the sale of its assets (or by Buyer’s distribution on Seller’s behalf) to any security holder of Seller (with customary and appropriate exclusions to such release to be included as to be reasonably agreed between Seller and Buyer); (xiii) to the extent received from individual security holders of Seller (other than the agreements set forth in clause (xii) directly above), any executed by a Seller or Affiliate release agreements for the benefit of Seller, as applicable; (viii) the certificates required by Section 7.02(i) Buyer and Section 7.02(j)their affiliates and representatives; and (ixxiv) such other customary instrumentsinstruments of transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentCash Payment and a certificate representing the Buyer Shares in the name of the Stock Recipients in the amounts set forth on Schedule A of the Disclosure Schedules (less any amounts which may be withheld for outstanding Tax Liabilities), subject to the Stock Bulk Sales Holdback Amount requirements set forth in accordance with Section 1.08; (ii) the Escrow Agreement duly Assignment and Assumption Agreement, executed by Buyer; (iii) the Assignment and Assumption Agreement duly Employment Agreement, executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Leasethe Non-Compete Agreement, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificatenew lease (the “New Lease”) for the Leased Premises duly executed by Buyer; (vi) the certificates required by Section 7.03(f) and Section 7.03(g);Buyer Closing Certificate; and (vii) a certificate of the Management 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 Transaction Documents and the consummation of the transactions contemplated under this Agreement, (B) the names and signatures of the officers of Buyer authorized to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, sign this Agreement and the Closing, other Transaction Documents and any post-closing obligations (C) the final calculation of the number of Buyer in accordance with the terms of this AgreementShares. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. At the Closing: (a) At the Closing, Sellers The Purchaser shall deliver or cause to Buyer be delivered to the followingSeller: (i) treasury order issued to Computershare Trust Company of Canada in respect to the Escrow Agreement duly executed by Sellersissuance of Tranche 1 of the Consideration Shares; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and Profit Sharing Agreement, duly executed by Sellers, and Affiliates a senior officer of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Purchaser; (iii) an assignment and assumption agreement in the form of Exhibit F hereto Consulting Agreements (the “Assignment and Assumption Agreement”) and as hereinafter defined), duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) a senior officer of the Purchased Assets and the Assumed LiabilitiesPurchaser; (iv) with respect to each Leasea certificate, an Assignment dated as of the date of the Closing and Assumption of Lease, duly executed by a Seller 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 documents to be delivered by Purchaser in connection with this Agreement and the transaction contemplated hereby or an Affiliate of Sellers, as applicablethereby; (v) the Third Party Landlord Consentsall Transfer Documentation duly executed by ▇▇▇▇▇▇▇▇▇; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms an officer's certificate, dated as of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documentsClosing, in form and substance reasonably satisfactory to Buyerthe Seller, as may to: 1) each of the representations and warranties of the Purchaser contained in this Agreement shall be required true, complete and accurate as and when made and at and as of the Closing; 2) the Purchaser shall have performed and complied with all of the covenants, terms and conditions in this Agreement to give effect be performed or complied with by it at or before Closing; and 3) there shall not be pending any litigation or proceeding against the Purchaser brought by any Governmental Entity or any other Person that seeks to restrain, materially modify or invalidate the transactionstransactions contemplated by this Agreement and no Order that would prohibit, the Closing and any post-closing obligations of Sellers materially modify or restrain such transactions shall be in accordance with the terms of this Agreementeffect. (b) At the Closing, Buyer The Seller shall deliver, deliver or cause its designated Affiliate to deliver, be delivered to Sellers the followingPurchaser: (i) a certificate from the Closing PaymentGovernment Entity in jurisdictions in which the Seller are organized, dated within five (5) Business Days prior to the date of the Closing, and certifying that the said entities are in good standing; (ii) certified copies of the Escrow resolutions of the directors of the Seller authorizing the execution, delivery and implementation of this Agreement duly executed and of all documents to be delivered by Buyerthe Seller in connection with this Agreement and the transactions contemplated hereby and thereby; (iii) the Assignment and Assumption Agreement all Transfer Documentation duly executed by Buyer or a designated Affiliate of Buyerthe Seller; (iv) with respect to each Leasean officer's certificate, an Assignment and Assumption dated as of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documentsClosing, in form and substance reasonably acceptable satisfactory to Sellersthe Purchaser, as may to: 1) each of the representations and warranties of the Seller contained in this Agreement shall be required true, complete and accurate as and when made and at and as of the Closing; 2) the Seller shall have performed and complied with all of the covenants, terms and conditions in this Agreement to give effect be performed or complied with by it at or before Closing; and 3) there shall not be pending any litigation or proceeding against the Seller brought by any Governmental Entity or any other Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect; (v) lock-up agreements (“Lock-Up Agreements”) in favour of the Purchaser from each of the holders of the Consideration Shares and, if applicable, the Adjustment Shares, excluding any Finder Shares payable by the Seller, in the form and substance mutually agreeable to the transactions, Purchaser and the ClosingSeller, and any post-closing obligations evidencing such holder’s agreement not to, without the prior written consent of Buyer in accordance with the terms of this Agreement. (c) At the ClosingPurchaser, Buyer shall deliver the Escrow Amount to the Escrow Agent except as contemplated pursuant to the Escrow Finder’s Agreement, duly executed such consent not to be unreasonably withheld, offer, sell or resell any Consideration Shares or, if applicable, the Adjustment Shares, held by Buyerit or agree to or announce ay such offer or sale for a period of twelve (12) months, Sellers and from the Escrow AgentEffective Date. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇b▇▇▇ of sale in the form of Exhibit E hereto and substance satisfactory to Buyer (the “▇B▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) 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; (iv) with respect a certificate of the Secretary (or equivalent officer) of Seller certifying as to each Lease(A) the resolutions of the board of directors and the shareholders of Seller, an which authorize the execution, delivery, and performance of this Agreement, the B▇▇▇ of Sale, the Assignment and Assumption Agreement, the Employment 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 Leasethe transactions contemplated hereby and thereby, duly executed by a and (B) the names and signatures of the officers of Seller or an Affiliate of Sellers, as applicableauthorized to sign this Agreement and the other Transaction Documents; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement; and (vi) the employment agreement attached hereto as Exhibit C (“Employment Agreement”) duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentPurchase Price (less any amounts which may be withheld for outstanding Tax Liabilities); (ii) the Escrow Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption Employment Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viiiiv) such other customary instrumentsa certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, filings or documentswhich authorize the execution, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactionsdelivery, and performance of this Agreement and the ClosingTransaction Documents and the consummation of the transactions contemplated hereby and thereby, and any post-closing obligations (B) the names and signatures of the officers of Buyer in accordance with the terms of authorized to sign this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers Agreement and the Escrow Agentother Transaction Documents. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Tangible Personal Property; (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) assignments in form and substance agreed by Buyer and Seller and set forth in Exhibit E (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer, which, for further clarity, shall include valid assignments of all Patents to Seller prior to Closing; such Patents to then be assigned to Buyer on Closing; (iv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease, ”) and duly executed by a Seller or an Affiliate of Sellers, as applicableSeller; (v) employment agreements executed by each of the Third Party Landlord Consentstwo key employees identified on Exhibit F hereto, in the form of Exhibits F-1 and F-2, respectively, hereto (the “Employment Agreements”); (vi) offer letters executed by each of the employees identified on Exhibit G hereto, in the form of Genasys’ standard employee offer letter (the “Offer Letters”); (vii) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates of the Secretary of Seller required by Section 7.02(i7.2(k) and Section 7.02(j7.2(l); and (ix) such other customary instrumentsinstruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the Closing PaymentCash Amount by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Escrow Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, Lease duly executed by Buyer or a designated Affiliate of Buyer; (iv) the Employment Agreements; (v) the Buyer Closing CertificateOffer Letters; (vi) the certificates required by Section 7.03(f) and Section 7.03(g);Buyer Closing Certificate; and (vii) the Management Agreement, to certificates of the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations Secretary of Buyer in accordance with the terms of this Agreementrequired by Section 7.3(f) and Section 7.3(g). (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. Prior to making the Loan Lender shall have received all of the following, in form and substance satisfactory to Lender (the “Closing Deliverables”), to be released from escrow concurrently with Lender’s making the Loan: (a) At the ClosingAgreement dated as of the date hereof, Sellers shall deliver to Buyer and the following:Note (in the aggregate principal amount of the Loan) and any Guaranty, each dated as of the Closing Date, together with any other applicable Loan Documents, each duly executed by each of the applicable Transaction Parties; (i) the Escrow Agreement Purchase Agreement, duly executed by Sellers; (ii) a Borrower and the seller, copies of the warranty ▇▇▇▇ of sale in the form and FAA ▇▇▇▇ of Exhibit E hereto Sale (AC Form 8050-2) (the “FAA ▇▇▇▇ of Sale”) conveying title to the Aircraft from the seller to Borrower, a copy of the executed FAA Aircraft Registration Application (AC Form 8050-1) (the “Registration Application”) for the Aircraft, and duly such other documents relating to the purchase or conveyance of title as Lender may request; (ii) a copy of the invoice relating to the Loan; and (iii) a pay proceeds letter, executed by SellersBorrower, directing Lender to make disbursements of the Loan proceeds (including, if applicable, in accordance with any pre-funding agreements), as and Affiliates to the extent so agreed by Lender, in its discretion; (c) Certificates of Sellersgood standing for each of the Borrower Parties from their respective states of organization and chief executive offices and principal places of business; (d) a certificate for each of the Borrower Parties executed by its secretary or other authorized representative certifying: (i) that the execution, delivery and performance of the Agreement and the other Loan Documents and participation in the transactions contemplated thereby have been duly authorized, (ii) the name(s) of the person(s) authorized to execute and deliver such documents on behalf of such Borrower Party together with specimen signature(s) of such Person(s); and (iii) as to the completeness and accuracy of such Borrower Party’s charter and by-laws, operating agreement and other organizational documents, as applicable, transferring attached to the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)certificate; (iiie) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of SellersRegistration POA, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) a copy of the Purchased Assets Registration Certificate, and Borrower’s confirmation that it is on board the Assumed LiabilitiesAircraft; (ivf) together with respect a certificate of insurance, copies of endorsements (including a Lender endorsement), and such other evidence as to each Lease, an Assignment and Assumption of Lease, duly executed the Required Coverages requested by a Seller or an Affiliate of Sellers, as applicableLender; (vg) a copy of the Third Party Landlord ConsentsFAA Standard Airworthiness Certificate (AC Form 8100-2) for the Aircraft; and, if required by Lender, an Aircraft inspection report or appraisal prepared by an inspector or appraiser acceptable to Lender; (vih) FAA and UCC search reports and search certificate from the International Registry, evidencing to Lender’s satisfaction (consistent with the representations and warranties in the Transaction Documents) the Seller Closing Certificatetitle and lien status pertinent to the Airframe, Engines and the other Collateral, and if the Aircraft or any of the other Collateral is not free and clear of Liens, copies of any required subordinations, releases or terminations of any other prior Liens, and evidence of such other actions having been taken as may then be required to perfect and give first priority to the Lender’s Lien against the Aircraft and the other Collateral; (viii) regarding the Management Agreement(sInternational Registry, evidence that each of Borrower and all pertinent Persons (i) associated with Permits are transacting user entities, (ii) have designated Aviation Counsel as their professional user entity, and (iii) have taken all other actions which may then be necessary to validly register all of the Required Registrations; (i) a copy of each duly executed Permitted Third Party Agreement (including, if any of the same constitutes a lease, the only chattel paper original thereof) and the related Operating Consent; (k) to the extent applicable under applicable, a Holdback Letter Agreement allowing Lender to retain loan proceeds to pay for Aircraft improvements or enhancements which have not yet been completed as of the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j)Closing Date; and (ixl) (i) if requested by Lender, an opinion of Counsel for each Borrower Party addressed to Lender as to such matters incident to the Loan as Lender may reasonably require; and (ii) such other customary instruments, filings or documents, in form filings, certificates, opinions, assurances and substance reasonably satisfactory to Buyerevidence of such other matters, as Lender, Lender’s counsel or Aviation Counsel, may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreementreasonably request. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. At the Closing: (a) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer the followingor any other applicable recipient, as applicable, all in form and substance reasonably satisfactory to Buyer and such applicable recipient: (i) a grant deed (the Escrow Agreement “Deed”) substantially in the form as Exhibit A, conveying to the Premises and any Appurtenances to Buyer, duly executed by SellersSeller; (ii) evidence of the release of all Encumbrances on the Property, other than Permitted Exceptions; (iii) a notice to the Tenant advising the Tenant of the sale of the Property, duly executed by Seller; (iv) copies of all books and records of Seller relating to the Property in Seller’s possession; (v) an estoppel certificate for the Tenant bound by the Tenant Lease duly executed by Tenant, which shall be substantially in the form attached hereto as Exhibit B, dated within thirty (30) days prior to the Closing, materially consistent with the representations of Seller herein and shall not disclose material adverse facts objectionable to Buyer in its sole but reasonable discretion; (vi) an estoppel certificate for the Guarantor bound by the Guaranty duly executed by Guarantor, which shall be substantially in the form attached hereto as Exhibit C, dated within thirty (30) days prior to the Closing, materially consistent with the representations of Seller herein and shall not disclose material adverse facts objectionable to Buyer in its sole but reasonable discretion; provided, however, Buyer acknowledges that the Guaranty does not require Guarantor to provide such estoppel certificate, and accordingly the delivery of the same shall not be deemed a condition to Closing; (vii) a ▇▇▇▇ of sale in sale, assignment and assumption of the form of Exhibit E hereto Tenant Lease, Guaranty, and Ancillary Assets (the “▇▇▇▇ of SaleGeneral Assignment”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, in the form attached hereto as applicableExhibit D; (viii) certificate from Seller dated the certificates required Closing Date and signed by Section 7.02(ia duly authorized officer, certifying that each of the conditions set forth in Sections 5.3(b), and 5.3(c) and Section 7.02(j); andhave been satisfied; (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers a properly executed affidavit prepared in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Treasury Regulations Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post1.1445-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.2

Closing Deliverables. (a) At the Closing, Sellers the Seller shall deliver or cause to Buyer be delivered to the Purchaser the following: (i) the Escrow Agreement Bill of Sale & Assignment and Assumption Agreement, duly executed by Sellersauthorized officers of the Seller and any applicable Affiliate of Seller; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) Eisai Assignment and Assumption Agreement, duly executed by Sellers, an authorized officer of the Seller and Affiliates an authorized officer of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)Eisai; (iii) an assignment and assumption agreement in assignments of Acquired Contracts not assigned pursuant to the form Eisai Assignment or Bill of Exhibit F hereto (the “Sale & Assignment and Assumption Agreement”) and , if any, duly executed by Sellers an authorized officer of Seller and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated any applicable Affiliate of Buyer) of the Purchased Assets and the Assumed LiabilitiesSeller; (iv) with respect to each Lease, an Assignment and Assumption of Leasethe Transition Services Agreement, duly executed by a Seller or an Affiliate authorized officer of Sellers, as applicablethe Seller; (v) the Third Party Landlord ConsentsAssignment of Patents, duly executed by an authorized officer of the Seller and any applicable Affiliate of Seller; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance documents as the Purchaser may reasonably satisfactory to Buyer, as may be required request to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer the Purchaser shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers the Seller the following: (i) the Closing Paymentpayment of the Cash Consideration in accordance with Section 3.02(b); (ii) the Escrow Agreement Bill of Sale & Assignment and Assumption Agreement, duly executed by Buyeran authorized officer of the Purchaser; (iii) the Eisai Assignment and Assumption Agreement Agreement, duly executed by Buyer or a designated Affiliate an authorized officer of Buyerthe Purchaser; (iv) with respect to each Lease, an Assignment and Assumption of Leasethe Transition Services Agreement, duly executed by Buyer or a designated Affiliate an authorized officer of Buyerthe Purchaser; (v) the Buyer Closing CertificateAssignment of Patents, duly executed by an authorized officer of the Purchaser; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viii) such other customary instruments, filings or documents, in form and substance documents as the Seller may reasonably acceptable to Sellers, as may be required request to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. (a) At the Closing, Sellers Seller shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇b▇▇▇ of sale in the form of Exhibit E hereto and substance satisfactory to Buyer (the “▇B▇▇▇ of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicableSeller, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in form and substance satisfactory to Buyer (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect a certificate of the Secretary (or equivalent officer) of Seller certifying as to each Lease(A) the resolutions of the board of directors and the shareholders of Seller, an which authorize the execution, delivery, and performance of this Agreement, the B▇▇▇ of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment 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 Leasethe transactions contemplated hereby and thereby, duly executed by a and (B) the names and signatures of the officers of Seller or an Affiliate of Sellers, as applicable;authorized to sign this Agreement and the other Transaction Documents; and (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instrumentsinstruments of transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) a stock certificate evidencing the Closing PaymentPurchase Shares, duly endorsed in blank or accompanied by a stock power or other instrument of transfer (less any amounts which may be withheld for outstanding Tax Liabilities); (ii) the Escrow Agreement Intellectual Property Assignment duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of Buyer; and (viiiiii) such other customary instrumentsa certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, filings or documentswhich authorize the execution, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactionsdelivery, and performance of this Agreement and the ClosingTransaction Documents and the consummation of the transactions contemplated hereby and thereby, and any post-closing obligations (B) the names and signatures of the officers of Buyer in accordance with the terms of authorized to sign this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers Agreement and the Escrow Agentother Transaction Documents. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.

Closing Deliverables. On or prior to each Closing Date, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”): (a) At evidence of the Closingissuance of any Preferred Stock required to be issued at such Closing Date, Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a ▇▇▇▇ of sale in the form name of the Purchaser by book-entry statement from the Transfer Agent (or, if the Purchaser requests that the Preferred Stock is to be represented in certificated form, a certificate representing the Preferred Stock in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit E D hereto (the “▇▇▇▇ of SaleStock Certificate”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer)); (iiib) an assignment and assumption agreement for any Warrant required to be issued at such Closing Date, a Warrant registered in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) name of the Purchased Assets and the Assumed LiabilitiesPurchaser; (ivc) with respect to each Leasefor the Initial Closing, an Assignment a legal opinion of Company Counsel, dated as of the Initial Closing Date and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyerthe Purchaser, as may be required to give effect executed by such counsel and addressed to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement.Purchaser; (b▇) At ▇▇▇▇ executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Closing, Buyer shall deliver, or cause its designated Affiliate Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, the issuance of the number of shares of Preferred Stock and Warrants registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (e) the Company shall have filed with Nasdaq a Listing of Additional Shares Notification, including with respect to Sellers the followingConversion Shares and Warrant Shares, and for any Subsequent Closing Date shall not have received written notice from Nasdaq that it has objected to the transactions contemplated in the Transaction Documents; (f) in connection with the Initial Closing Date: (i) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the applicable Closing PaymentDate, certifying (A) the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Securities, (B) the current versions of the certificate of incorporation, as amended, and bylaws, as amended, of the Company and (C) 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; (ii) the Escrow Agreement duly executed by Buyer;Compliance Certificate referred to in Section 5.1(h); and (iii) a certificate evidencing the Assignment formation and Assumption Agreement duly executed good standing of the Company issued by Buyer or the Secretary of State of the State of Delaware, as of a designated Affiliate date within three (3) Business Days of Buyer;the Initial Closing Date. (ivg) in connection with any Closing Date, a certified copy of a Certificate of Designation in substantially the form attached hereto as Exhibit A with respect to each Leaseany Series A Preferred Stock required to be issued on the Closing Date or in substantially the form attached hereto as Exhibit B with respect to any Series B Preferred Stock required to be issued on the Closing Date, an Assignment and Assumption as filed with the Secretary of Lease, duly executed by Buyer or a designated Affiliate State of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms State of Section 6.18, duly executed by Buyer or a designated Affiliate of BuyerDelaware; and (viiih) such other customary instrumentsin connection with any Subsequent Closing Date, filings or documentsa bringdown officer’s certificate, substantially in the form and substance reasonably acceptable to Sellers, attached hereto as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by Buyer, Sellers and the Escrow Agent. (d) Notwithstanding the order of the deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiver.Exhibit G.

Closing Deliverables. (a) At the Initial Closing, Sellers Seller shall deliver to Buyer Buyers the following: (i) the Escrow Agreement purchase order related to the Purchased Assets identified on Schedule A. duly executed by SellersSeller, transferring the Purchased Assets identified on Schedule A to Buyers upon the applicable Closing Date; (ii) a ▇▇▇▇ of sale in the form of Exhibit E hereto (purchase order related to the Purchased Assets identified on Schedule A as the “▇▇▇▇ of Sale”) and LM Pilot Run” duly executed by Sellers, and Affiliates of Sellers, as applicableSeller, transferring the tangible personal property included in the Purchased Assets identified on Schedule A as the “LM Pilot Run” to Buyer (or designated Affiliate Buyers as of Buyer)the Initial Closing; (iii) an assignment and assumption agreement in the form other customary instruments of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellerstransfer, as applicable, effecting the assignment filings or documents related to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets identified on Schedule A as the “DMTX Pilot Run” and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents“LM Pilot Run”, in form and substance reasonably satisfactory to BuyerBuyers, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of transactions contemplated by this Agreement. (b) At the Initial Closing, Buyer Buyers shall deliver, or cause its designated Affiliate deliver to deliver, to Sellers Seller the following: (i) the purchase order related to all Purchased Assets identified on Schedule A, duly executed by each Buyer, transferring the Purchased Assets identified on Schedule A to Buyers upon the applicable Closing PaymentDate; (ii) the Escrow Agreement purchase order related to the Purchased Assets identified on Schedule A as the “LM Pilot Run,” duly executed by each Buyer;, for the Seller to transfer the Purchased Assets identified on Schedule A as the "2nd batch" to Buyers as of the Initial Closing; and (iii) a letter of credit, issued by a creditworthy bank and in a form acceptable to Seller in both parties’ reasonable judgment, in an amount equal to US$1,889,283. (c) At the Assignment and Assumption Agreement Second Closing, Seller shall deliver to Buyers the following: (i) the purchase order related to all Purchased Assets identified on Schedule A as the “DMTX 2nd batch” duly executed by Buyer or a designated Affiliate Seller, transferring the Purchased Assets identified on Schedule A as the "3rd batch" to Buyers as of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the extent applicable under the terms of Section 6.18, duly executed by Buyer or a designated Affiliate of BuyerSecond Closing; and (viiiii) such other customary instrumentsinstruments of transfer, filings or documentsdocuments related to the Purchased Assets identified on Schedule A as the “DMTX 2nd batch”, in form and substance reasonably acceptable satisfactory to SellersBuyers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of transactions contemplated by this Agreement. (cd) At the Second Closing, Buyer Buyers shall deliver to Seller the Escrow Amount following: (i) the purchase order related to the Escrow Agent pursuant to the Escrow Agreement, Purchased Assets identified on Schedule A as the “DMTX 2nd batch” duly executed by each Buyer, Sellers for the Seller to transfer the Purchased Assets identified on Schedule A as the “DMTX 2nd batch” to Buyers as of the Second Closing; and (ii) a letter of credit, issued by a creditworthy bank and the Escrow Agentin a form acceptable to Seller in both parties’ reasonable judgment, in an amount equal to US$1,780,360. (e) At the Third Closing, Seller shall deliver to Buyers the following: (i) the purchase order related to the Purchased Assets identified on Schedule A as the “LM 2nd batch” duly executed by Seller, transferring the Purchased Assets identified on Schedule A as the "LM 2nd batch " to Buyers as of the Third Closing; and (ii) other customary instruments of transfer, filings or documents related to the Purchased Assets identified on Schedule A as the “LM 2nd batch”, in form and substance reasonably satisfactory to Buyers, as may be required to give effect to the transactions contemplated by this Agreement (together with this Agreement, the Contract Manufacturing Agreement, the Transition Services Agreement and the agreements referenced in items (a), (b), (c), (d) Notwithstanding and (e) above and (f) below, the "Transaction Documents"). (f) At the Third Closing, Buyers shall deliver to Seller the following: (i) the purchase order related to the Purchased Assets identified on Schedule A as the “LM 2nd batch” duly executed by each Buyer, for the Seller to transfer the Purchased Assets identified on Schedule A as the "LM 2nd batch" to Buyer as of the deliveries Third Closing; and (ii) a letter of credit, issued by a creditworthy bank and in a form acceptable to Seller in both parties’ reasonable judgment, in an amount equal to US$1,404,868. (g) Each of Seller and Buyers confirm that concurrently with the execution and delivery of this Agreement, each of Seller and Buyers shall execute and deliver to the other Parties (i) the Contract Manufacturing Agreement duly executed by the parties set forth above, all actions respective Party and deliveries are deemed to have occurred simultaneously, (ii) the Transition Services Agreement duly executed by EA and none shall be deemed to have been completed until each of the Actions and deliveries set forth in this Section 3.02 has been completed or has been waived by the party entitled to make such waiverBuyers.