Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closing; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to Buyer: (i) A a certificate of a duly authorized officer of Seller, dated as of the Closing Date, in form and substance satisfactory to Buyer: (A) attaching and certifying copies of any resolutions of the Seller Board relating to this Agreement, the other Transaction Documents and the Transactions; (B) certifying the name, title and true signature of each officer of Seller executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (C) attaching and certifying copies of resolutions or written consents of the TeamGlobal Board of Directors and the Seller authorizing the Transactions and (D) attaching and certifying (i) a true, correct and complete and correct copy of a current certificate of good standing of the Company from TeamGlobal Charter Documents, certified by the Secretary of State of Oklahoma at the Initial ClosingState of Texas, and (ii) a certificate of good standing and legal existence of Seller and TeamGlobal issued by the Secretary of State of the State of Texas and dated as of a date no earlier than three Business Days prior to the Closing Date; (ii) At a stock power, substantially in the Initial Closing, a commitment or pay off statement from any lien holder of form attached hereto as Exhibit D (“Stock Power”) duly executed by Seller and referencing the Company TeamGlobal Common Stock to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, be sold to Buyer at the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtClosing by Seller; (iii) A duly executed assignment evidence of payment by the Membership Interests evidencing the transfer to Buyer Seller of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 all Transaction Expenses (iii) (the “49% Assignment”if any), including true and at correct copies of all invoices with respect to the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest Transaction Expenses (the “51% Assignment”if any); (iv) At an IRS Form W-9 completed by Seller; (v) suitable documentation evidencing that control of all bank accounts set forth on Section 2.03(a)(v) of the Initial Seller Disclosure Schedules will be turned over to Buyer effective as of the Closing, ; (vi) evidence reasonably satisfactory to the Buyer of the release of any Liens on the TeamGlobal Common Stock and TeamGlobal assets maintained by U.S. Bank, N.A. and its Affiliates, and release of all obligations and Liabilities under that certain Note Purchase Agreement dated as of March 12, 2019, as amended, between Novume Solutions, Inc., the Excluded Assets have been transferred or Seller has made arrangements to transfer Guarantors (as defined in the Excluded Assets Note Purchase Agreement, U.S. Bank N.A., and fully assumed by a Person Cedarview Capital Management, L.P.) and any related ancillary agreements; (vii) written resignations of each TeamGlobal director other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, effective as of the Company upon such transfer(s) in accordance with 1.4(d) aboveClosing Date; and (vviii) At the Initial Closing and Final Closing, Stock Pledge Agreement signed by the Seller; (ix) such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction accuracy of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing of Seller’s sale, transfer, representations and assignment warranties or otherwise facilitating the consummation or performance of all any of the Membership Interests to the BuyerTransactions. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At Buyer and TeamGlobal shall deliver to Seller the Initial ClosingCash Purchase Price; (ii) TeamGlobal shall deliver to Seller the Note; (iii) Buyer shall deliver to Seller the Stock Pledge Agreement; (iv) Buyer shall deliver to Seller a certificate of the Secretary of Buyer, dated as of the Closing Date, in form and substance satisfactory to Seller: (A) attaching and certifying copies of any resolutions of the Buyer Managers relating to this Agreement, the Purchase Price as set forth in Section 1.3 above6other Transaction Documents and the Transactions; (B) certifying the name, title and true signature of each officer of Buyer executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; and (iiv) At the Initial Closing Buyer and the Final Closing, TeamGlobal shall deliver such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction accuracy of any condition referred to in Section 1.5of Buyer’s representations and warranties or otherwise facilitating the consummation or performance of any of the Transactions.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicableSellers shall deliver, Seller will deliver or cause to be delivered delivered, to BuyerBuyer the following: (i) a ▇▇▇▇ of sale in the form of Exhibit A truehereto (the "▇▇▇▇ of Sale") and duly executed by Sellers, complete and correct copy of a current certificate of good standing of transferring the Company from the Secretary of State of Oklahoma at the Initial ClosingTangible Personal Property to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Sellers (and for the limited purpose of assigning certain Assigned Contracts, a commitment or pay off statement from any lien holder Aero), effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A with respect to each Lease, an Assignment and Assumption of Lease in form of Exhibit C hereto (each, an "Assignment and Assumption of Lease") and duly executed assignment by Sellers (and for the limited purpose of the Membership Interests evidencing the transfer to Buyer of the 49% Interestassigning certain Leases, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”Aero); (iv) At the Initial ClosingSellers Closing Certificate; (v) the FIRPTA Certificate; (vi) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.2(h) and Section 7.2(i); (vii) a transition services agreement in a form mutually agreed by the Parties whereby Sellers and Aero shall provide all operational service, evidence reasonably satisfactory all commercial and business development services, and all corporate services performed by Sellers and Aero's employees (including accounting, finance, treasury and IT services) necessary to Buyer that operate the Excluded Purchased Assets have been transferred or Seller has made arrangements to transfer in the Excluded Assets ordinary course of business consistent with past practice at Sellers and fully assumed Aero's cost for a term of at least ninety (90) days (the "Transition Services Agreement") duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveSellers; and (vviii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSellers the following: (i) At the Initial ClosingPurchase Price, net of the Deposit, as adjusted for the Closing Working Capital Adjustment pursuant to Section 2.6(a), and less the Purchase Price as set forth in Section 1.3 above6Holdback; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the Transition Services Agreement duly executed by Buyer; (v) the Buyer Closing Certificate; and (iivi) At the Initial Closing certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.3(f) and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.57.3(g).

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers shall deliver or cause to be delivered to BuyerBuyer Group the following: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingEscrow Agreement duly executed by Sellers; (ii) At (A) a ▇▇▇▇ of sale transferring to Sub 1 all Tangible Personal Property, as it relates to Business 1, (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 Initial Closing“Bills of Sale”), a commitment 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 pay off statement from any lien holder 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, transferring all of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindSellers’ right, if any exist, title and interest in and to the reasonable satisfaction of BuyerIntellectual Property Assets and the Intellectual Property Licenses, evidencing all Liens (A) to Sub 1, as it relates to Business 1; (B) to Sub 2, as it relates to Business 2; and (C) to Buyer Parent or Liabilities to any other entity designated by Buyer Parent as it relates to any other Intellectual Property Assets and any other Intellectual Property Licenses; (v) with respect to the Membership Interests or assets each Lease, an Assignment and Assumption of the Company have been or will be released upon payment Lease in form and substance satisfactory to Buyer Parent (each, an “Assignment and Assumption of the Secured DebtLease”) and duly executed by Sellers; (iiivi) A duly an employment agreement executed assignment of by ▇▇▇▇ ▇▇▇▇▇▇▇, relating to his employment with Buyer Group after the Membership Interests evidencing the transfer Closing in form and substance acceptable to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) Group (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment▇▇▇▇▇▇▇ Employment Agreement”); (ivvii) At the Initial Sellers’ Closing Certificate; (viii) the certificate(s) of the 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 amounts 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, evidence assumption, filings or documents, in form and substance reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements Group, as may be required to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred give effect to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerthis Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will Group shall deliver or cause to be delivered to SellerSellers the following: (i) At the Initial ClosingAggregate Purchase Price less the Bank Payoff Amount, the Purchase Price as set forth in Section 1.3 above6; andTrade 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 duly executed by the applicable member of the Buyer Group; (v) the ▇▇▇▇▇▇▇ Employment Agreement duly executed by the applicable members of the Buyer Group (vi) the Buyer Group Closing Certificate; (vii) the certificate(s) of the Secretary or Assistant Secretary of each member of the Buyer Group required by Section 7.03(h) and Section 7.03(i). (c) At the Initial Closing Closing, Buyer Group shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement. (d) At the Closing, Buyer Group shall pay the Bank Payoff Amount and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to Unpaid Third Party Expenses Amount in accordance with Section 1.52.05.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will the Sellers shall deliver or cause procure the delivery to be delivered to Buyerthe Purchaser of the following: (i) A true, complete and correct copy of evidence in a current certificate of good standing form reasonably satisfactory to the Purchaser of the Company from satisfaction of the Secretary of State of Oklahoma at the Initial Closingconditions set out in Section 8.1; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder duly executed transfers of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, Shares to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to Purchaser and the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtrelevant share certificates; (iii) A duly a waiver in the agreed form, executed assignment as a deed by the Sellers, of any pre-emption or other rights which they have under the articles of association or otherwise, and any documents or consents necessary to enable the Purchaser to be registered as the holder of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Shares; (iv) At an executed irrevocable power of attorney in favour of the Initial Purchaser empowering the Purchaser to exercise the Sellers’ rights as shareholders of the Company pending stamping and registration of the transfers referred to in Section 4.2(a)(ii) above; (v) the articles of association (or equivalent) of the Company and each Subsidiary and the statutory books (or equivalent) of the Company and each Subsidiary and each minute book or other book required to be kept by the Company and each Subsidiary pursuant to the Companies Act (or equivalent) complete up to (but not including) Closing and the common seal (if any) of the Company and each Subsidiary; (vi) share certificates for all of the issued shares in the capital of each Subsidiary and duly executed transfers and declarations of trust in respect of any shares which are beneficially owned by but not registered in the name of the Company or a Subsidiary; (vii) subject to the payment of the Bank Debt at Closing, a release in the agreed form (such agreement not to be unreasonably withheld) from the Bank of Scotland in respect of each guarantee and charge of the Company or its Subsidiaries, together with evidence reasonably satisfactory to Buyer that the Excluded Assets Forms 403 have been transferred delivered to the Registrar of Companies in respect of each charge of the Company and its Subsidiaries and a release in the agreed form in respect of each guarantee or Seller has made arrangements to transfer charge of the Excluded Assets Company and fully assumed by a Person its Subsidiaries other than in connection with the Bank Debt; (viii) confirmation by the Sellers in the agreed form that: (A) there are no subsisting guarantees, indemnities or similar arrangements given by the Company upon such transfer(sor a Subsidiary in favour of the Seller or any Affiliate of a Seller; (B) in accordance with 1.4(d) aboveno Seller or any Affiliate of a Seller is indebted to the Company or any Subsidiary; and (vC) At there are no amounts owing to the Initial Closing Sellers or any Affiliate of a Seller by the Company or any Subsidiary; (ix) resignation letters in the agreed form signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Final ▇▇▇▇▇ ▇▇▇▇▇▇▇, acknowledging that each has no claim against the Company or any Subsidiary in respect of breach of contract, compensation for loss of office, redundancy, unfair dismissal or on any other grounds whatsoever; (x) a certificate in the agreed form attached at Exhibit J confirming that no fact or circumstance has occurred which would make a representation or warranty set out in Article V untrue or inaccurate when repeated at the Closing; (xi) the Escrow Agreement and the Loan Note Escrow Agreement duly executed by the Sellers; (xii) the Compromise Agreements in the agreed form attached at Exhibit C duly executed by the relevant Sellers; (xiii) the Lease Agreement duly executed by Matrix Engineered Systems Limited (f/k/a Matrix International Limited); (xiv) the Transitional Services Agreement duly executed by Matrix Engineered Systems Limited (f/k/a Matrix International Limited); (xv) all documents of title, such certificates, deeds, written licenses and other documents and certificates as Buyer may reasonably request for records (in all media) relating to Intellectual Property; (xvi) the purpose board minutes of evidencing the satisfaction of any condition referred Company in the agreed form authorizing the Employee Bonuses, together with a certification in the agreed form, signed by each employee entitled to in Section 1.4such Employee Bonus; (xvii) the Baldrey Consultancy Agreement duly executed by the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xviii) the ▇▇▇▇▇▇▇ Consultancy Agreement duly executed by Inertia Dynamics, including but not limited to documentation Inc and Inertia Dynamics, LLC (or such other corporate entity reasonably acceptable to the Buyer evidencing Seller’s salePurchaser); (xix) the Deed of Termination duly executed by Bibby Group Limited and ▇▇▇▇ ▇▇▇▇▇▇; (xx) evidence, transferin a form acceptable to the Purchaser, that (i) the accrued but unpaid dividends payable in connection with the preference shares in Hay Hall Group Limited have been waived and assignment (ii) any and all consents and approvals required in connection therewith have been obtained; (xxi) evidence, in a form acceptable to the Purchaser, that any debts owed by Hay Hall Tyseley Limited, Hay Hall Trustees Limited and Stainless Steel Tubes Limited to The Hay Hall Group Limited have been capitalised; and (xxii) the written members’ resolution and new articles of all association, each in the agreed form, in relation to the redesignation of the Membership Interests to the Buyershare capital of Hay Hall Holdings Limited. (b) At the Initial Closing the Sellers shall procure that the directors of the Company and the Final Closingeach Subsidiary, as applicablewhere appropriate, Buyer will deliver or cause to be delivered to Sellershall hold a board meeting at which: (i) At the Initial Closingtransfer of the Shares (subject to stamping) to the Purchaser be approved for registration in the Company’s books; (ii) such persons as the Purchaser nominates be appointed as directors and secretary and auditors of the Company and the Subsidiaries for the purposes of the approval of the Baldrey Consultancy Agreement, the Purchase Price as set forth ▇▇▇▇▇▇▇ Consultancy Agreement and the Compromise Agreements; (iii) the resignations referred to in Section 1.3 above64.2(a)(ix) are submitted and accepted with effect from the close of the board meeting; (iv) the existing bank mandate for the Company and each Subsidiary be revoked or amended to include specimen signatures of persons nominated by the Purchaser; (v) the entering into of the Compromise Agreements be approved; and (iivi) the entering into of Lease Agreement and the Transitional Services Agreement be approved. (c) At the Initial Closing the Sellers shall repay or procure to be repaid all amounts owing at the Closing Date to the Company or any Subsidiary from any Seller or any Affiliate of a Seller, whether due for payment or not. (d) At the Closing the Purchaser shall deliver or procure the delivery to the Sellers of the following: (i) the Loan Notes duly executed by or on behalf of the Purchaser or its designated Affiliate who purchases the B Shares in the amounts set forth on Exhibit A; (ii) the Escrow Agreement duly executed by the Purchaser; (iii) the Loan Note Escrow Agreement duly executed by the Purchaser or its designated Affiliate; (iv) the payment of the Purchase Price and other amounts as contemplated by Section 3.2; and (v) the Final ClosingTransitional Services Agreement duly executed by Matrix International Limited (f.k.a. Matrix Engineering Limited). (e) The Purchaser shall not be obliged to complete this Agreement until the Sellers fully comply with the requirements of Sections 4.2(a), such other documents (b) and certificates as Seller may reasonably request for (c). (f) The Sellers shall not be obliged to complete this Agreement until the purpose Purchaser fully complies with the requirements of evidencing Sections 4.2(d). (g) If either the satisfaction Sellers or the Purchaser shall default in any of any condition their respective obligations referred to in Sections 4.2(e) or 4.2(f) on the Closing Date, the Sellers or the Purchaser (whichever is the non-defaulting party) may, without prejudice to any other rights or remedies they may have: (i) defer the Closing to a date not more than 20 Business Days after the date, or the Termination Date, whichever is earlier (in which case this Section 1.54.2 shall apply to the Closing as so deferred); or (ii) proceed to the Closing so far as is practicable (including at the Purchaser’s option, completion of purchase of only some of the Shares). (h) The Purchaser shall not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously, but the completion of the purchase of some of the Shares will not affect the rights of the Purchaser with respect the purchase of the others.

Closing Deliverables. (a) Closing Deliverables of the Seller Parties, the ESOP Trustee and the Bondholders’ Representative. At the Initial Closing Closing, the Seller Parties, the Bondholders, the ESOP Trustee and the Final ClosingBondholders’ Representative, as applicable, Seller will shall deliver or cause to Buyer, in addition to any other documents to be delivered to Buyerunder the provisions of this Agreement, all of the following documents: (i) A truethe Closing Statement, dated as of the date hereof, duly executed by each 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 attached hereto as Exhibit D (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by Parent, Queensgate, Mullaghan and Beverage, as applicable; (iv) with respect to each parcel of Owned Real Property, a general warranty deed, in the form attached hereto as Exhibit E, duly executed and notarized by Mullaghan, 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) at the Seller Parties’ expense, an owner’s title insurance policy (the “Title Policy”) with respect to the Owned Real Property, issued by a nationally recognized title insurance company reasonably acceptable to Buyer, written as of the Closing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form, as 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 (the “Survey”) showing no Liens other than the Permitted Liens and those listed on Schedule 1.9(a)(v), and otherwise in form and substance reasonably satisfactory to Buyer, for the Owned Real Property; (vi) offer letters, in the form attached hereto as 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 correct copy releases of all Liens (other than Permitted Liens with respect to the Acquired Assets) on the Acquired Assets, including the termination of all security interests with respect to the Acquired Assets, in each case in a current form reasonably acceptable to Buyer; (x) a certificate of good standing 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 Company from 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 complete 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 Oklahoma at the Initial Closingstate 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; (iixii) At a duly executed certificate from Mullaghan in accordance with Treasury Regulations Section 1.1445-2 to the Initial Closingeffect that Mullaghan, as applicable, is not a commitment or pay off statement from any lien holder “foreign person” as that term is defined in Section 1445 of the Company 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 deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases matters existing or other documents of any kind, if any exist, occurring at or prior to the reasonable satisfaction Closing Date; (xiv) evidence of Buyer, evidencing the legally valid completion of all Liens or Liabilities pass through voting requirements with respect to the Membership Interests or assets ESOP and evidence of the Company have been or will be released upon payment ESOP Trustee’s approval of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed transactions contemplated by a Person other than the Company upon such transfer(s) this Agreement in accordance with 1.4(d) abovethe terms of such pass through vote; and (vxv) At the Initial Closing and Final Closing, such other documents and certificates relating to the transactions contemplated by this Agreement as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerrequest. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale in the form of Exhibit B attached hereto (the “Bill of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At a transition agreement in the Initial Closing, a commitment or pay off statement from any lien holder form of Exhibit C attached hereto (the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt“Transition Agreement”) and duly executed by Seller; (iii) A an assignment and assumption agreement in the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment of the Membership Interests evidencing the transfer to and assumption by Buyer of the 49% Interest, substantially in Purchased Assets and the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Assumed Liabilities; (iv) At an intellectual property assignment agreement in the Initial Closingform of Exhibit E attached hereto (the “Intellectual Property Assignment Agreement”) and duly executed by Seller; (v) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the stockholders of Seller, evidence reasonably satisfactory 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 Buyer that be delivered in connection with this Agreement or at the Excluded Assets have been transferred or 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 has made arrangements authorized to transfer sign this Agreement and the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveTransaction Documents; and (vvi) At the Initial Closing and Final Closing, such other documents customary instruments of transfer or assumption, filings or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyertransactions contemplated by this Agreement. (b) At the Initial Closing and the Final Closing, as applicablepursuant 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 will shall deliver or cause to be delivered to SellerSeller the following: (i) At The Closing Payment by wire transfer of immediately available funds to the Initial Closing, Seller Account; (ii) the Purchase Price as set forth in Section 1.3 above6Transition Agreement duly executed by ▇▇▇▇▇; (iii) the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; and (iiiv) At a certificate of the Initial Closing 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 Final Closing, such other documents Transaction Documents and certificates as Seller may reasonably request for the purpose consummation of evidencing the satisfaction transactions contemplated hereby and thereby and (B) the names and signatures of any condition referred the officers of Buyer authorized to in Section 1.5sign this Agreement and the other Transaction Documents.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A truehereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete transferring the Tangible Personal Property included in the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (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 Intellectual Property Assets to Buyer; (iii) the Seller Closing Certificate; (iv) the certificates of the Secretary of Seller required by Section 7.02; (v) the Required Consents; (vi) the Updated Schedules, certified as true and correct copy by a duly authorized officer of Seller, which Updated Schedules will bring down all of the schedules related to the Purchased Assets; (vii) all UCC termination statements or other Encumbrance release documents necessary to evidence the transfer of good and marketable title to all of the Purchased Assets to Buyer, duly executed by such secured parties, if required; (viii) a current certificate of good standing of the Company from Seller issued by the Secretary of State of Oklahoma at Illinois, as of a date not more than ten (10) days prior to the Initial Closing Date; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. At the Closing, Buyer shall deliver to Seller the following: (i) evidence of the Closing Payment; (ii) At the Initial Closing▇▇▇▇ of Sale, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of duly executed by Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt;; and (iii) A the Intellectual Property Assignments, duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. At the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered to the satisfaction of the Buyer and its counsel): (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A true, complete and correct copy the tangible Purchased Assets unless previously in the possession of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingBuyer; (ii) At a ▇▇▇▇ of sale, in a form reasonably approved by the Initial Closingparties (the “▇▇▇▇ of Sale”) and duly executed by Seller, a commitment or pay off statement from any lien holder of transferring the Company Purchased Assets to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A an assignment and assumption agreement, in a form reasonably approved by the parties (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment of the Membership Interests evidencing the transfer to and assumption by Buyer of the 49% Interest, substantially in Purchased Assets and the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Assumed Liabilities; (iv) At one or more intellectual property assignments in respect of the Initial ClosingPurchased Intellectual Property and, evidence if applicable, the Purchased Intellectual Property Licenses, each in the form in the in a form reasonably approved by the parties (each, an “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the intellectual property subject to such Intellectual Property Assignment; (v) a certificate duly signed by an officer of Seller, in a form satisfactory to Buyer that Buyer, certifying as to the Excluded Assets have been transferred resolutions of the Seller’s manager and, if required, member, each authorizing the consummation of the transactions contemplated under this Agreement and the execution, delivery and performance of this Agreement, and all ancillary documents, agreements or Seller has made arrangements to transfer instruments hereunder, by the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveSeller; and (vvi) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Sellershall: (i) At pay the Initial ClosingClosing Cash Payment by wire transfer of immediately available funds to an account designated in writing by Seller prior to the Closing Date; (ii) issue to the Seller the Buyer Shares and shall issue to the Seller a stock certificate in respect of the Buyer Shares, pursuant to a mutually agreeable subscription agreement (the Purchase Price “Subscription Agreement”); (iii) issue to the Seller the Convertible Note, in the form attached hereto as set forth in Section 1.3 above6Exhibit A; (iv) deliver the ▇▇▇▇ of Sale duly executed by Buyer; (v) deliver the Assignment and Assumption Agreement duly executed by Buyer; and (iivi) deliver each Intellectual Property Assignment duly executed by Buyer; (vii) deliver to Seller a certificate duly signed by an officer of Buyer, in a form satisfactory to Seller, certifying as to the resolutions of the board of directors of Buyer authorizing the consummation of the transactions contemplated under this Agreement and the execution, delivery and performance of this Agreement, and all ancillary documents, agreements or instruments hereunder, by the Buyer. (c) At the Initial Closing and the Final Closing, such other documents each of Buyer and certificates as Seller may reasonably request for shall agree upon the purpose contents of evidencing the satisfaction of any condition referred to in Section 1.5Disclosure Schedule.

Closing Deliverables. (a) At Subject to the Initial terms and conditions hereof (including Section 2.07), at or prior to 9:00 a.m. EST on the Closing Date, Seller shall deliver (or cause to be delivered) to Buyer to be held in escrow and released effective as of the Closing: (i) if any Transferred Interests or JV Interests are certificated, the certificates representing such Transferred Interests and/or JV Interests being purchased hereunder, accompanied by instruments 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; (ii) share transfer agreements (each a “Share Transfer Agreement”) 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 accordance with Exhibit A-1, in form and substance acceptable to Buyer and Seller; (iii) a duly executed counterpart to each asset transfer and liability assumption agreement or assignment agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the Final JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities), on the other hand, with respect to the Transferred Assets and the assumption of Assumed Liabilities, in accordance with Exhibit A-1, in form and substance acceptable to Buyer and Seller (collectively, the “Asset Transfer Agreements”); (iv) 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), on the other hand, with respect to the assignments of the real property in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Assignment Agreements”); (v) 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; (vi) 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; (vii) a duly executed counterpart to the transition services agreement in form and substance reasonably satisfactory to Buyer and Seller (the “Transition Services Agreement”); (viii) the closing certificate of Seller as provided for in Section 8.02(c); (ix) 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”); (x) 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 and dated as of the Closing Date; (xi) the Section 338(h)(10) Forms, duly executed; (xii) evidence of the release of all Liens, other than Permitted Liens, on the Transferred Interests, the JV Interests and the Transferred Assets; (xiii) 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 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”); (xiv) a duly executed counterpart to a lease between ▇▇▇▇▇▇ Consultancy Inc., a Texas corporation, as landlord, and Seller, as tenant, relating to certain office space within the office building known as Tower II, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, in a form, and containing such terms and conditions as reasonably agreeable to the Parties (the “Rogerdale Lease”); (xv) a duly executed counterpart to the assignment and assumption of lease agreement between Buyer and Seller in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Assignment of Lease Agreement”); (xvi) a certified copy of the resolutions of the board of directors of Seller approving the execution and delivery of the Original Agreement, this Agreement and the consummation of the transactions contemplated hereby; 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 (including Section 2.07), at or prior to 9:00 a.m. EST on the Closing Date (or such other time indicated below), Buyer shall deliver (or cause to be delivered) to be held in escrow and released effective as of the Closing: (i) to Seller, the Cash Consideration, which Buyer shall pay via wire transfer of immediately available funds to an account or accounts designated by Seller, such Cash Consideration to be paid by 12:00 p.m. EST on April 26, 2019; (ii) to Seller, the Share Consideration, to be issued by 12:00 p.m. EST on April 26, 2019; (iii) to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the allotment and issue to Seller of the Share Consideration and the registration of the Share Consideration in Buyer’s register of members in the name of Seller; (iv) to Seller, evidence reasonably satisfactory to Seller that the Share Consideration has been allotted and issued to Seller in compliance with section 708A(5) of the Corporations ▇▇▇ ▇▇▇▇ (Cth) (the “Corporations Act”); (v) to Seller, evidence reasonably satisfactory to Seller that the Share Consideration has been registered in Buyer’s register of members in the name of Seller; (vi) to Seller, the CHESS holding statement for the Share Consideration; (vii) to Seller, a duly executed counterpart to the Transition Services Agreement, each of the Subleases, the Rogerdale Lease, the Share Transfer Agreements, the Asset Transfer Agreements, the Assignment Agreements and the Assignment of Lease Agreement; (viii) to Seller, evidence of all insurance obtained pursuant to Section 5.12; (ix) to Seller, the closing certificate of Buyer as provided for in Section 8.03(d); (x) to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the execution and delivery of the Original Agreement, this Agreement and the consummation of the transactions contemplated hereby; and (xi) to Seller, 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. (c) Notwithstanding anything in this Agreement to the contrary, Seller will shall deliver or cause to be delivered to Buyer: (i) A true, complete Buyer the Transferred Books and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closing; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) Records in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as schedule set forth in Section 1.3 above6; and (ii2.10(c) At of the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Disclosure Schedule.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a ▇▇▇▇ of sale in the form of Exhibit A trueattached hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closing, a commitment or pay off statement from any lien holder form of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt;Exhibit B (iii) A duly executed assignment of the Membership Interests evidencing the transfer assignments in form and substance satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% AssignmentIntellectual Property Assignments”), ) and at the Final Closing, a duly executed Assignment by Seller, transferring all of Seller's right, title and interest in and to the 51% Interest evidencing trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the transfer Purchased Assets to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At the Initial Closing, evidence reasonably an Assignment and Assumption of Lease in form and substance satisfactory to Buyer that (the Excluded Assets have been transferred “Assignment and Assumption of Lease”) and duly executed by Seller; (v) a certificate of the Secretary (or equivalent officer) of Seller has made arrangements certifying as to transfer (A) the Excluded Assets resolutions of the board of directors and fully assumed by a Person the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, Intellectual Property Assignments and the Assignment and Assumption of Lease and the other than agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Company upon such transfer(sClosing (collectively, the “Transaction Documents”) in accordance with 1.4(dand the consummation of the transactions contemplated hereby and thereby, and (B) abovethe names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; and (vvi) At the Initial Closing and Final Closing, such other documents customary instruments of transfer or assumption, filings, or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyertransactions contemplated by this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth (less any amounts which may be withheld for outstanding Tax Liabilities) to an account, which account shall be designated in Section 1.3 above6writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date; Buyer; and (ii) At the Initial Closing Assignment and Assumption Agreement duly executed by (iii) the Assignment and Assumption of Lease duly executed by Buyer; (iv) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Final ClosingTransaction Documents and the consummation of the transactions contemplated hereby and thereby, such and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Transaction Documents.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truepayoff letters and ▇▇▇▇ releases from each holder of Seller’s Indebtedness, complete and correct copy of a current certificate of good standing specifying the amount owed to such Person and, upon such Person’s receipt of the Company from applicable payoff amount, providing for the Secretary release of State of Oklahoma at any Encumbrances upon the Initial ClosingPurchased Assets; (ii) At the Initial Closing, a commitment payoff letters or pay off statement final invoices from any lien holder of the Company those third parties to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, whom Seller Transaction Expenses are to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtpaid; (iii) A All certificates of title or origin (or similar documents), duly executed assignment endorsed with respect to any of the Membership Interests evidencing the Purchased Assets for which a certificate of title or origin is required to transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)title; (iv) At the Initial Closing, evidence reasonably a bill of sale and assignment and assumption agreement in form and substance satisfactory to Buyer that (the Excluded “Bill of Sale”) and duly executed by ▇▇▇▇▇▇, transferring the tangible personal property included in the Purchased Assets have been transferred or to Buyer and effecting the assignment to and assumption by Buyer of the Assumed Liabilities; (v) an assignment 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 to Buyer; (vi) an officer’s certificate containing an incumbency, consent resolution of the Seller has made arrangements approving the transactions set forth herein, a good standing certificate, and copies of the Seller’s organizational documents, in form and substance satisfactory to transfer Buyer, executed by Seller; (vii) the Excluded Assets and fully assumed Transition Services Agreement executed by a Person other than Seller (viii) the Company upon such transfer(s) in accordance with 1.4(d) aboveEscrow Agreement executed by Seller; and (vix) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, Escrow Amount to ELG in accordance with Section 2.5; (ii) the Purchase Price as set forth in Section 1.3 above6Bill of Sale duly executed by ▇▇▇▇▇; (iii) the Escrow Agreement duly executed by ▇▇▇▇▇; and (iiiv) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Transition Services Agreement duly executed by ▇▇▇▇▇.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to Buyer:Buyer the following (the “Seller Closing Deliverables”): (i) A true, complete a Lease for the Lease Assets in the form of Exhibit E hereto and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingduly executed by Seller; (ii) At a bill of sale in the Initial Closingform of Exhibit F hereto (the “Bill of Sale”) and duly executed by Seller, conveying to Buyer good and marketable title to all tangible personal property which are a commitment or pay off statement from any lien holder part of the Company Purchased Assets and good and marketable title to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or intangible assets which are a part of the Company have been or will be released upon payment Purchased Assets, free and clear of all liabilities, mortgages, claims, liens and encumbrances (other than the Secured DebtAssumed Liabilities) transferring the Purchased Assets to Buyer; (iii) A an assignment and assumption agreement in the form of Exhibit G hereto (the “Assignment and Assumption Agreement”) and duly executed assignment by Seller, (i) conveying to Buyer all of Seller’s right, title and interest in, to and 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 shall assume the future payment and performance of the Membership Interests evidencing Assumed Liabilities; (iv) a Transition Services Agreement effectuating the transfer 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 terms and conditions substantially similar to Buyer those set forth in the form attached hereto as Exhibit H; (v) for each Assumed Real Property Lease an Assignment and Assumption of the 49% Interest, Lease substantially in the form that attached hereto on Schedule 1.6 of Exhibit I (iii) (the each, an “49% AssignmentAssignment and Assumption of Lease”), and at the Final Closing, a duly executed Assignment of by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized, and the 51% Interest evidencing the transfer to Buyer of the 51% Interest applicable landlord (the documents in (i)-(v) herein together with this Agreement being referred to herein as the “51% AssignmentTransaction Documents”); (ivvi) At a Seller’s Closing Certificate executed by Seller and dated as of the Initial Closing, evidence 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 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) 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 ▇▇▇▇▇; (vii) a Secretary’s Certificate of Seller dated as of the Closing Date and certifying: (i) 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 in the form attached hereto as Exhibit J 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 incumbency and specimen signature of each officer of Seller executing this Agreement, the Lease or the other Transaction Documents to be delivered by Seller pursuant to this Agreement, and a certification by another officer of Seller as to the incumbency and signature of such Secretary; (viii) title certificates, assignments and applications for transfer of title to the Seller’s motor vehicles used in the Hospital Operations (other than in the ambulance service); (ix) the CARES Escrow Agreement duly executed by Seller, and Seller shall concurrently deposit the amount of the CARES Escrow Funds thereto; (x) a South Street Sublease in substantially the form attached hereto as (xi) a Mound Street Sublease in mutually agreeable form that provides for the assignment to Buyer that of substantially all of Seller’s rights and privileges and the Excluded Assets have been transferred or Seller has made arrangements assumption by Buyer of substantially all of Seller’s duties and obligations arising on and after the Effective Date, duly executed by Seller; (xii) a Collateral Assignment of Agreements between Buyer and its lender CNH Finance Fund I, L.P. in substantially the form attached hereto as Exhibit L, duly agreed to transfer and acknowledged by Seller; (xiii) a Landlord Waiver and Consent for the Excluded Assets and fully assumed benefit of ▇▇▇▇▇’s lender CNH Finance Fund I, L.P. in substantially the form attached hereto as Exhibit M, duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveSeller; and (vxiv) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement and the Membership Interests to the BuyerTransactions. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to Seller:Seller the following (the “Buyer Closing Deliverables”): (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; andCash Closing Payment; (ii) At the Initial Lease duly executed by ▇▇▇▇▇; (iii) the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; (iv) the Transition Services Agreement duly executed by ▇▇▇▇▇; (v) with respect to each Assumed Real Property Lease, an Assignment and Assumption of Lease duly executed by ▇▇▇▇▇ and, if necessary, ▇▇▇▇▇’s signature shall be witnessed and/or notarized; (vi) the Buyer’s Closing Certificate executed by ▇▇▇▇▇ 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), (ii) Buyer has performed and complied with all agreements, obligations, covenants and conditions required to be performed or complied with by Buyer pursuant hereto on or prior to the Closing Date, except as may have been waived in writing by Seller; (iii) 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 certifying to the incumbency and specimen signature of each officer of Buyer executing this Agreement, the Lease or the other Transaction Documents to be delivered by Buyer pursuant to this Agreement; (vii) the CARES Escrow Agreement duly executed by ▇▇▇▇▇; (viii) a South Street Sublease in substantially the form attached hereto as (ix) a Mound Street Sublease in mutually agreeable form that provides for the assignment to Buyer of substantially all of Seller’s rights and privileges and the Final Closingassumption by Buyer of substantially all of Seller’s duties and obligations arising on and after the Effective Date, duly executed by ▇▇▇▇▇; (x) a Collateral Assignment of Agreements between Buyer and its lender CNH Finance Fund I, L.P. in substantially the form attached hereto as Exhibit L, duly executed by Buyer; (xi) such other documents customary instruments of transfer, assumption, filings or documents, in form and certificates substance reasonably satisfactory to Seller, as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.5give effect to this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed an assignment of the Membership Interests evidencing the transfer in form and substance satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% 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 (which Intellectual Property Assignment shall provide, without limitation, for: (i) the transfer or cancellation and reissuance, as applicable, of the fictitious name registration for “Wholesale Payments” in the states of Florida, Wyoming, and at the Final Closing, any other states where Seller or any Representatives of Seller have such a duly executed Assignment of the 51% Interest evidencing registration; and (ii) the transfer of all domain names, login credentials, and similar rights relating to Buyer all of the 51% Interest (the “51% Assignment”Seller’s websites, including, without limitation, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that Seller Closing Certificate; (v) the Excluded Assets have been transferred or FIRPTA Certificate; (vi) the certificates of the Secretary of Seller has made arrangements to transfer the Excluded Assets required by Section 7.02(j) and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveSection 7.02(k); and (vvii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth Price, in Section 1.3 above6the form of five million (5,000,000) shares of Buyer’s common stock (subject to adjustment in accordance with this Agreement, with each share of Buyer’s common stock having a value of one dollar ($1.00)); (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the Buyer Closing Certificate; and (iiv) At the Initial Closing certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.57.03(g).

Closing Deliverables. The following deliveries shall be made at the Closing: (a) At Parent shall deliver or cause the Initial Closing and applicable Selling Subsidiary to deliver to the Final Closingapplicable Buyer or the Deposit Escrow Agent, as applicable: (i) with respect to each Owned Real Property, Seller a duly executed counterpart to a deed substantially in the form of Exhibit B-1 (the “Deed”) conveying the fee estate in such Owned Real Property, with such modifications as are required by local law or custom so that such Deed will be in recordable form and be the equivalent of a so-called “special warranty” deed in the applicable local jurisdiction; (ii) with respect to each Leased Real Property, a duly executed counterpart to an assignment and assumption of lease substantially in the form of Exhibit B-2 (the “Assignment of Leasehold Interest”) conveying the leasehold estate in such Leased Real Property with such modifications as are required by local law or custom so that such Assignment of Leasehold Interest will be in recordable form in the applicable local jurisdiction; (iii) a duly executed counterpart to a ▇▇▇▇ of sale substantially in the form of Exhibit C (the “▇▇▇▇ of Sale”), transferring to the applicable Buyer all of the applicable Selling Subsidiaries’ right, title and interest in, to and under the Furnishings, Consumables, Supplies and Retail Inventories; (iv) a duly executed counterpart to an assignment and assumption agreement substantially in the form of Exhibit D (the “Assignment and Assumption”), transferring to the applicable Buyer all of the applicable Selling Subsidiaries’ right, title and interest in, to and under the Assigned Contracts (other than the Ground Lease, which will be conveyed by the Assignment of Leasehold Interest), Miscellaneous Hotel Assets, assignable Permits and assignable Intellectual Property, and evidencing Buyers’ assumption of the Assumed Liabilities; (v) counterparts of any documents to be executed at the Closing (if any) by Parent or any of its Affiliates in connection with obtaining the Required Manager Consents; (vi) counterparts of any documents to be executed at the Closing (if any) by Parent or any of its Affiliates in connection with obtaining the Required Franchisor Consents; (vii) a duly executed counterpart to the Closing Statement; (viii) a duly executed counterpart to joint written instructions to the Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the Deposit in accordance with Section 2.3(a); (ix) to the extent required in respect of the Closing pursuant to Section 6.9(b), a duly executed counterpart to an Interim Liquor Agreement; (x) evidence of termination of the TRS Leases; (xi) an estoppel certificate, duly executed by the landlord under the Ground Leases, substantially in the form of Exhibit E or such other form as may be permitted or required under the Ground Leases (or, if Parent is unable to obtain such estoppel certificate after exercising Reasonable Efforts to obtain the same, a certificate, duly executed by Parent, substantially in the form of Exhibit E (except that for purposes of Parent’s certificate, such changes shall be made to reflect the fact that Parent, and not the landlord, will be executing the certificate, including by limiting the matters addressed thereby to the matters set forth in paragraphs 1, 2, 3, 4 and 6 of Exhibit E)); (xii) a duly executed counterpart to an owner’s title affidavit, substantially in the form of Exhibit F (the “Owner’s Affidavit”); (xiii) a certificate dated the Closing Date, duly executed by an authorized officer of Parent, certifying (A) that the conditions to the Closing specified in Sections 7.2(a) and 7.2(b) have been fulfilled and (B) the resolutions of the governing body of Parent approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (xiv) a certificate dated the Closing Date, duly executed by an authorized officer of Parent and TRS Parent, certifying each Selling Subsidiary’s status as a disregarded entity for federal income Tax purposes and Parent’s and TRS Parent’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b) and any state or local law equivalents; (xv) evidence that (A) all Terminating Management Agreements have been terminated effective as of the Closing Date (including any instruments (including termination statements) necessary to remove any memorandums of record in respect of such Terminating Management Agreements), and (B) all rights of first offer, rights of first refusal, purchase rights and similar rights under the Terminating Management Agreements in connection with the termination thereof have been waived; and (xvi) a duly executed tax declaration or similar documents (or counterparts thereto, as applicable) required to be executed by a “seller” or “grantor” in connection with any transfer, stamp, excise or similar tax imposed by the state, county or city in connection with the Closing; (b) Buyers shall deliver or cause to be delivered to BuyerParent or the Deposit Escrow Agent, as applicable: (i) A truethe Closing Cash Consideration (less the Deposit and the Defeasance Amount), complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingin accordance with Section 2.3(b); (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, duly executed counterpart to the reasonable satisfaction Assignment of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtLeasehold Interest; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed counterpart to the Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)and Assumption; (iv) At counterparts of any documents to be executed at the Initial ClosingClosing (if any) by any Buyer or any of its Affiliates in connection with obtaining the Required Manager Consents; (v) counterparts of any documents to be executed at the Closing (if any) by any Buyer or any of its Affiliates in connection with obtaining the Required Franchisor Consents; (vi) a duly executed counterpart to the Closing Statement; (vii) a duly executed counterpart to joint written instructions to the Deposit Escrow Agent, evidence reasonably satisfactory directing the Deposit Escrow Agent to Buyer that disburse the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) Deposit in accordance with 1.4(dSection 2.3(a); (viii) aboveto the extent required in respect of the Closing pursuant to Section 6.9(b), a duly executed counterpart to an Interim Liquor Agreement; (ix) a certificate, dated the Closing Date, duly executed by an authorized officer of each Buyer, certifying that the conditions to the Closing specified in Sections 7.3(a) and 7.3(b) have been fulfilled; and (vx) At the Initial Closing and Final Closing, such other a duly executed tax declaration or similar documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closingor counterparts thereto, as applicable, Buyer will deliver or cause ) required to be delivered to Seller: (i) At executed by a “buyer” or “grantee” in connection with any transfer, stamp, excise or similar tax imposed by the Initial state, county or city in connection with the Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A trueSeller shall have delivered to Purchaser a certificate signed by either the CFO or the General Counsel of Seller, complete and correct copy of a current certificate of good standing dated the date of the Company from Closing Date, certifying that the Secretary conditions specified in Section 4.1(a) have been satisfied as of State of Oklahoma at the Initial Closing;. (ii) At Seller shall have delivered to Purchaser (1) a duly executed General Assignment and ▇▇▇▇ of Sale for the Initial Closing, a commitment or pay off statement from any lien holder Purchased Assets in the form of Exhibit C hereto (the “General Assignment”); (2) assignments of the Company Transferred IP (other than the Transferred IP to deliver File-stamped copies be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in the forms reflected in Exhibit D hereto (“IP Assignments”); and (3) such other instruments of UCC-3 termination statements and/or copies of lien releases or other documents of any kindconveyance, if any exist, assignment and transfer as shall be required to vest in Purchaser good and marketable title and interest in and to the reasonable satisfaction of BuyerPurchased Assets (the General Assignment, evidencing all Liens or Liabilities with respect IP Assignments, the Assignment and Assumption, the Transition Services Agreement and the instruments referred to in clause (iii) being collectively referred to herein as the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt;“Collateral Agreements”). (iii) A duly executed assignment Seller shall have delivered one or more assignments in form reasonably acceptable to Purchaser and Seller to record the transfer of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Registered IP included in the form that attached hereto on Schedule 1.6 Purchased Assets to Purchaser in each place in which the applicable Trademark, Copyright or Domain Name is registered (iii) (the “49% AssignmentRegistered IP Filings”), ; and at all of Seller’s and its Affiliates’ rights in and under the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”);Transferred Agreements. (iv) At the Initial ClosingSeller shall have delivered to Purchaser all necessary forms and certificates complying with applicable Legal Requirements, evidence reasonably satisfactory to Buyer duly executed and acknowledged by Seller, certifying that the Excluded Assets have been transferred or Seller has made arrangements to transfer transactions contemplated hereby are exempt from withholding under Section 1445 of the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; andCode. (v) At the Initial Closing and Final Closing, such other Seller shall have delivered to Purchaser those documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited 4.3 to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerwhich it is a party. (bvi) At Seller shall have entered into the Initial Closing and the Final ClosingHulu New Agreements with Hulu, as applicable, Buyer will deliver or cause LLC in a form reasonably satisfactory to be delivered to Seller:Purchaser. (ivii) At Seller shall have entered into the Initial Closing, the Purchase Price as set forth Cherry ▇▇▇▇ ▇▇▇ Agreement in Section 1.3 above6; anda form reasonably satisfactory to Purchaser. (iiviii) At The CW Release shall be in form and substance reasonably satisfactory to Purchaser and shall have been fully executed and delivered, and shall provide that Purchaser is a third-party beneficiary thereunder and shall have been approved by the Initial Closing Bankruptcy Court. (ix) Any other Transferred Agreements covering Purchased Assets and assets other than the Final Closing, such Purchased Assets shall be amended or other documents reasonable measures taken as reasonably approved by Purchaser to ensure the transfer of rights and certificates as Seller may reasonably request for obligations thereunder relate only to the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Purchased Assets.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a ▇▇▇▇ of sale in the form of Exhibit A truehereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete transferring the Inventory and correct copy of a current certificate of good standing of the Company from Tangible Personal Property to the Secretary of State of Oklahoma at the Initial ClosingBuyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A with respect to each parcel of Owned Real Property, a special warranty deed in the form of Exhibit C hereto (each, a “Deed”) and duly executed assignment and notarized by Seller; (iv) with respect to the Lease for the Leased Real Property located in Chowchilla, California, an Assignment and Assumption of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, Lease substantially in the form that attached hereto on Schedule 1.6 (iii) of Exhibit D (the “49% AssignmentAssignment and Assumption of Lease”), and at the Final Closing, a duly executed Assignment by Seller and, if necessary, Seller’s signatures shall be witnessed and/or notarized; (v) an assignment agreement in the form of Exhibit E attached hereto with respect to the 51% Interest evidencing the transfer to Buyer of the 51% Interest Intellectual Property Registrations, duly executed by Seller (the “51% AssignmentIntellectual Property Assignment Agreement”); (ivvi) At with respect to each Assigned Contract listed on Section 3.02(a)(vi) of the Initial ClosingDisclosure Schedules, evidence a consent to assignment in form reasonably satisfactory to Buyer that and duly executed by the Excluded Assets have been transferred or Seller has made arrangements counterparty thereto and acknowledged by Seller; (vii) written evidence, in form satisfactory to transfer Buyer in its sole discretion, of the Excluded Assets and fully assumed by a Person release in full of all Encumbrances, other than Permitted Encumbrances, relating to the Company upon Purchased Assets; (viii) the Seller Closing Certificate; (ix) the FIRPTA Certificate; (x) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (xi) such transfer(sother customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xii) the consent to termination, in accordance with 1.4(deach case in a form acceptable to Buyer and effective on or prior to the Closing Date, of (A) abovethat certain Preferred Distributor Agreement between Seller and Gerdau Ameristeel US, Inc. (“Gerdau”) dated December 10, 2020 and (B) that certain Proposed Term Sheet for Supply Agreement for the Sale of PZC (and any Supply Agreement relating to such Term Sheet) between Seller and Gerdau dated September 18, 2020, in each case duly executed by Gerdau and acknowledged by Seller; (xiii) a Transition Services Agreement, in the form of Exhibit F (the “Transition Services Agreement”), duly executed by Seller regarding limited transition services to be provided by Seller to Buyer following the Closing; and (vxiv) At the Initial Closing and Final ClosingFunds Flow Memorandum, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing duly executed by Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial ClosingClosing Payment by wire transfer of immediately available funds to the accounts designated by Seller on the Funds Flow Memorandum; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption of Lease duly executed by Buyer and, if necessary, Buyer’s signature shall be witnessed and/or notarized; (iv) the Purchase Price as set forth Buyer Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f); (vi) the Transition Services Agreement, duly executed by Buyer; (vii) sales tax exemption certificate for all states in Section 1.3 above6which Buyer or Seller is ineligible to claim an exemption from sales tax for occasional or isolated sales or similar for the Business and/or the Purchased Assets; and (iiviii) At the Initial Closing and the Final ClosingFunds Flow Memorandum, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by Buyer.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, the Seller will Parties shall deliver or cause to be delivered to BuyerBuyer the following: (i) A true(A) special warranty deeds with respect to the Owned Real Properties, complete in form and correct copy of substance reasonably satisfactory to Buyer (each, a current certificate of good standing “Deed”) and duly executed and notarized by the applicable Seller Party as the case may be, and (B) assignments with respect to the Leases for the Leased Properties, in form and substance reasonably satisfactory to Buyer (each, a “Lease Assignment”) and duly executed by the applicable Seller Party, as assignor, and the owner of the Company from Leased Property evidencing such owner’s consent to the Secretary of State of Oklahoma at the Initial Closingassignment; (ii) At an owner’s title insurance policy (at the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities Seller Parties’ expense) with respect to the Membership Interests or assets each Owned Real Property, issued by a nationally recognized title insurance company reasonably acceptable to Buyer, written as of the Company have been or will be released upon payment Closing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form, as Buyer shall, in its sole discretion, require. Such title insurance policy shall insure fee simple title to each Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances and those listed on Section 4.09(a)(i) of the Secured DebtDisclosure Schedules; (iii) A duly executed assignment an appropriately certified ALTA/ACSM Land Title Survey (at the Seller Parties’ expense) with respect to each Owned Real Property showing no Encumbrances other than the Permitted Encumbrances and those listed on Section 4.09(a)(i) of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”)Disclosure Schedules, and at the Final Closingotherwise in form and substance reasonably satisfactory to Buyer, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)for each Owned Real Property; (iv) At the Initial ClosingEscrow Agreement duly executed by Parent; (v) a b▇▇▇ of sale in the form of Exhibit A hereto (the “B▇▇▇ of Sale”) and duly executed by each applicable Seller Party, evidence transferring the tangible personal property included in the Purchased Assets to Buyer; (vi) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by each applicable Seller Party effecting the assignment to and assumption by Buyer of the Assigned Contracts; (vii) a legal opinion reasonably satisfactory to Buyer from the Seller Parties’ counsel regarding authority of the Seller Parties and enforceability of the Transaction Documents; (viii) the Seller Closing Certificate; (ix) the certificates of the Secretary or Assistant Secretary (or other appropriate officer) of each Seller Party required by Section 7.02(i) and Section 7.02(j); (x) Tax Clearance Certificates, as specified in Section 6.15 for each Seller Party, from the States of Texas, Louisiana, Ohio, Kentucky, Nevada, West Virginia and Delaware; and, no later than five (5) Business Days following the date of this Agreement, evidence that the Excluded Assets Seller Parties have been transferred or submitted requests for all such Tax Clearance Certificates to each applicable issuing agency; (xi) the Funds Flow Memorandum, duly executed by the Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveParties; and (vxii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, Buyer shall deliver to Parent (or such other Persons as applicable, Buyer will deliver or cause to be delivered to Sellerare designated by Parent) the following: (i) At the Initial Closing, the Purchase Price less the Escrow Amount; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Lease Assignments duly executed by Buyer, as set forth in assignee; (iv) the Assignment and Assumption Agreement duly executed by Buyer; (v) the Buyer Closing Certificate; (vi) the certificate of the Secretary or Assistant Secretary (or other appropriate officer) of Buyer required by Section 1.3 above67.03(g); (vii) two original medallion guaranteed stock powers relating to the shares of Vertex Common Stock deposited into the Escrow Account; (viii) the Confirmation of Accredited Investor Status and Investor Representations executed by Buyer; and (iiix) written notice of which Contracts listed in Section 2.01(d) of the Disclosure Schedule Buyer has elected to assume as “Assigned Contracts.” (c) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for shall deliver the purpose of evidencing Escrow Amount to the satisfaction of any condition referred Escrow Agent pursuant to in Section 1.5the Escrow Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicablethe Seller Parties shall deliver, Seller will deliver or cause to be delivered delivered, to BuyerBuyer the following: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingEscrow Agreement duly executed by Seller Representative; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder an assignment and assumption agreement and ▇▇▇▇ of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities sale with respect to the Membership Interests or assets Purchased Assets and Assumed Liabilities in the form of Exhibit B hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”) and duly executed by each Seller, Parent and each applicable Parent subsidiary, transferring the tangible personal property included in the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Company have been or will be released upon payment of Purchased Assets and the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Lodging Agreements in the form that attached of Exhibit C-1, Exhibit C-2 and Exhibit C-3 hereto on Schedule 1.6 (iii) (the “49% AssignmentLodging Agreements”), ) and at the Final Closing, a duly executed Assignment by the Affiliates of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Sellers party thereto; (iv) At with respect to each parcel of Owned Real Property, a special warranty deed in the Initial Closingform of Exhibit D hereto (each, evidence a “Deed”), together with all applicable transfer documentation relating thereto in form and substance reasonably satisfactory to Buyer that (the Excluded “Real Property Transfer Documents”), and duly executed and notarized by the applicable Seller; (v) one or more assignments in form and substance reasonably satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by the applicable Seller, transferring all of such Seller’s right, title and interest in and to the Intellectual Property Assets have been transferred of each such Seller to Buyer or Seller has made arrangements to transfer its Affiliate; (vi) the Excluded Assets Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and fully assumed duly executed by a Person other than the Company upon such transfer(sSellers; (vii) in accordance with 1.4(dthe certificates contemplated by Sections 7.02(j), 7.02(k) aboveand 7.02(o); and (vviii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicableBuyer shall deliver to the Seller Representative, Buyer will deliver or cause to be delivered to Selleron behalf of the Sellers, the following: (i) At the Initial Closing, the Purchase Price as set forth less the Escrow Amount by wire transfer of immediately available funds to the account designated in writing by the Seller Representative prior to the Closing; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement and ▇▇▇▇ of Sale duly executed by Buyer; (iv) the Lodging Agreements duly executed by Buyer or its Affiliate; (v) the Intellectual Property Assignments duly executed by Buyer or its Affiliate; (vi) the Transition Services Agreement duly executed by Buyer or its Affiliate; (vii) the Real Property Transfer Documents duly executed by Buyer; (viii) the certificate contemplated by Section 1.3 above67.03(e); and (iiix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Seller Representative, as may be required to give effect to this Agreement. (c) At the Initial Closing and the Final Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent (such amount, including any interest or other documents amounts earned thereon and certificates as Seller may reasonably request less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”) by wire transfer of immediately available funds to the account designated by the Escrow Agent, to be held for the purpose of evidencing securing the satisfaction indemnification obligations of any condition referred the Seller Parties set forth in ARTICLE VIII. (d) At the Closing, Buyer shall deliver the Payoff Amount to the recipient thereof in Section 1.5accordance with the Payoff Instructions.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale in the form of Exhibit E hereto in form and substance satisfactory to Buyer (the "Bill of Sale") and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit F hereto in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer proof in form satisfactory to Buyer that the Purchased Assets are being sold free and clear of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)all encumbrances; (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed Closing Certificate duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; andS▇▇▇▇▇; (v) At the Initial Closing certificates of Seller required by Section 7.02(g) duly executed by S▇▇▇▇▇; (vi) an Assignment and Final Closing, Assumption Agreement for the Lease Agreement-Production in the form of Exhibit G ("Assignment and Assumption of Lease-Production"); (vii) an Assignment and Assumption Agreement for the Lease Agreement-Warehouse in the form of Exhibit H ("Assignment and Assumption of Lease-Warehouse"); (viii) the License Agreement executed by S▇▇▇▇▇; (ix) executed corporate resolutions of the Seller; (x) such other documents customary instruments of transfer, assumption, filings or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4give effect to this Agreement, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment assignments of all intellectual property or other Purchased Assets that require unique or separate instruments of the Membership Interests to the Buyerconveyance. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, The portion of the Purchase Price as set forth in required to be delivered at the Closing pursuant to Section 1.3 above6; and2.06, payable by wire transfer of immediately available funds delivered to the account designated by Seller; (ii) At the Initial Bill of Sale duly executed by B▇▇▇▇; (iii) the Assignment and Assumption Agreement duly executed by B▇▇▇▇; (iv) the Buyer Closing Certificate duly executed by B▇▇▇▇; (v) executed company authorizations of the Buyer; (vi) the License Agreement executed by B▇▇▇▇; (vii) the Assignment and Assumption of Lease-Production and Assignment and Assumption of Lease-Warehouse, executed by B▇▇▇▇; (viii) the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in certificate required by Section 1.5.7.03(f);

Closing Deliverables. (a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, JAWS shall appoint Continental (or its applicable Affiliate) as an exchange agent (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging Certificates, if any, representing the Company Shares and each Company Share held in book-entry form on the stock transfer books of the 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 promptly as reasonably practicable thereafter, but in no event later than the 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 Exchange Agent and each of JAWS and the Company shall mutually agree to any changes to the Letter of Transmittal in order to satisfy any requirements of such exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed). (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Shareholders a Letter of Transmittal. (c) At the Initial Closing and the Final ClosingEffective Time, as applicableJAWS shall deposit, Seller will deliver or cause to be delivered deposited, with the 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 Buyer:Section 2.1(b)(vii) in exchange for the Company Shares outstanding immediately prior to the 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 Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (d) Each Company Shareholder whose Company Shares have been converted into the right to receive a portion of the 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) A true, complete and correct copy surrender of a current certificate Certificate (or affidavit of good standing loss in lieu thereof in the form required by the Letter of Transmittal), together with the Company from delivery of a properly completed and duly executed Letter of Transmittal (including, for the Secretary avoidance of State doubt, any documents or agreements required by the Letter of Oklahoma at Transmittal), to the Initial Closing; Exchange Agent or (ii) At in the Initial Closingcase of Company Shares held in book-entry form, a commitment properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or pay off statement from any lien holder agreements required by the Letter of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any existTransmittal), to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt;Exchange Agent. (iiie) A If a properly completed and duly executed assignment Letter of the Membership Interests evidencing the transfer to Buyer Transmittal, together with any Certificates (or affidavit of the 49% Interest, substantially loss in lieu thereof in the form that attached hereto on Schedule 1.6 (iiirequired 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 “49% Assignment”)Closing Date, then JAWS and at the Final Closing, a duly executed Assignment Company shall take all necessary actions to cause the applicable portion of the 51% Interest evidencing Adjusted Transaction Share Consideration to be issued to the transfer applicable Company Shareholder in book-entry form on the Closing Date, or (ii) less than one Business Day prior to Buyer the Closing Date, then JAWS and the Company (or the Surviving Company) shall take all necessary actions to cause the applicable portion of the 51% Interest Adjusted Transaction Share Consideration to be issued to the Company Shareholder in book-entry form within two (the “51% Assignment”);2) Business Days after such delivery. (ivf) At If any portion of the Initial Closing, evidence reasonably satisfactory Adjusted Transaction Share Consideration is to Buyer that the Excluded Assets have been transferred or Seller has made arrangements be issued to transfer the Excluded Assets and fully assumed by a Person other than the Company upon 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 transfer(sCertificate 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 accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing book-entry form or establish to the satisfaction of any condition referred to in Section 1.4, including but the Exchange Agent that such transfer Taxes have been paid or are not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerpayable. (bg) At No interest will be paid or accrued on the Initial Closing Adjusted Transaction Share Consideration (or any portion thereof). From and after the Final ClosingEffective Time, until surrendered or transferred, as applicable, Buyer will deliver or cause 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 Section 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 delivered closed and there shall be no transfers of Company Shares that were outstanding immediately prior to Seller:the Effective Time. (i) At Any portion of the Initial ClosingExchange 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 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 Purchase Price as set forth Surviving Company or any of their respective Affiliates shall be liable to any Person in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction respect of any condition referred consideration delivered to in Section 1.5a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Consideration remaining unclaimed by the 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 thereto.

Closing Deliverables. The closing documents to be delivered on or prior to the Closing Date (the “Closing Documents”) shall consist of each of the following: (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closing; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities Except with respect to the Membership Interests or assets Ohio Delinquent Loans as to which the provisions of Section 6.11 shall apply, the Sellers shall convey all of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Purchased Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s Purchaser and shall deliver to the Purchaser such appropriately executed instruments of sale, transfer, assignment, conveyance and assignment delivery, certificates duly registered in the Purchaser’s name (or as otherwise specified by the Purchaser) representing the Residuals, and all other instruments of conveyance which are necessary or desirable to effect transfer to the Purchaser of good and marketable title to the Purchased Assets free and clear of all Liens, Claims or encumbrances (and in the case of Residuals, sufficient documentation to permit the transfer agent to register title to the Residuals in the name of the Membership Interests Purchaser and issue a certificate in the Purchaser’s name or its designee as set forth in Section 7.2(e)). Notwithstanding anything to the Buyercontrary in this Section, with respect to the Purchased Assets represented by the Absent Certificates, the Sellers are not required to deliver at Closing any original certificates or other documents or instruments other than those set forth in Exhibit 6.12 hereto. (b) At The original certificates on account of the Initial Closing and Residuals, together with fully executed assignments with medallion signature guaranteed, or if original certificates are not available, an unqualified opinion of counsel or other acceptable equivalent such as the Final ClosingSale Order in the form attached hereto as Exhibit B with respect to the Purchased Assets represented by the Absent Certificates (the “Residual Title Order”). For the avoidance of doubt, entry of a Residual Title Order shall satisfy the conditions set forth in section 7.2(e). (c) Irrevocable instructions to the trustee or the indenture trustee, as applicable, Buyer will for the transaction in which the Residuals were issued directing that any rights of the Sellers to receive distributions in respect of the Residuals made after the Closing Date be made to the Purchaser or its designee. (d) The Sellers and the Purchaser shall deliver all other Transaction Documents required to be delivered by or on behalf of such Person, as applicable. Notwithstanding anything to the contrary in this Section, with respect to the Purchased Assets represented by the Absent Certificates, the Sellers are not required to deliver at Closing any original certificates or other documents or instruments other than those set forth in Exhibit 6.12 hereto. (e) The Company shall deliver, or cause to be delivered to Seller: delivered, at the Closing (i) At or in the Initial Closing, case of Ohio Delinquent Loans at the Purchase Price as times set forth in Section 1.3 above66.11), to the Purchaser or to such Person as the Purchaser may designate (including, without limitation, any custodian(s) appointed by the Purchaser to hold such items) all Files and documentation and other items pertaining to the LNFA Mortgage Loans customarily held in the applicable custodial file, including, without limitation, guarantees, mortgages and other security agreements and all assignments, assumptions, modifications, consolidations and extensions thereof, UCC financing statements, if any, or such other evidence of perfection of a security interest in the applicable collateral in the relevant jurisdictions, powers of attorney, certificates of title, all evidence of title insurance policies and all other credit and origination documentation related to the loan Files associated with the applicable LNFA Mortgage Loan, which shall include final HUD-1s (to the extent such HUD-1s are in the possession of the Seller; andprovided that if such HUD-1s are not in the possession of Seller, Seller will cooperate until Closing with Purchaser to obtain any missing HUD-1s) and Truth in Lending disclosures, in each case to the extent such documents or instruments are in Sellers’ possession, and original notes (with appropriate endorsements) (or if the Company or custodian is not in possession of such original notes, a lost note affidavit, together with a copy of such original notes). (iif) At The Sellers shall execute and deliver to the Initial Purchaser ten (10) originals of a power of attorney in the form attached hereto as Exhibit C (the “Power of Attorney”). (g) The Sellers will deliver, or cause to be delivered, to the Purchaser’s third-party custodian bailee no later than two (2) days prior to the Closing and Date, the Final Closingoriginal mortgage, such other documents promissory notes, contracts and certificates that evidence the LNFA Mortgage Loans with evidence of recording thereon, or if the original mortgage has not yet been returned from the recording office, a true copy of the mortgage which has been delivered for recording in the appropriate recording office of the jurisdiction in which the real property has been delivered, and executed assignments of mortgage showing a complete chain of assignment of mortgage to the Purchaser and endorsements or allonges to the mortgage notes, in each case to the extent such documents are in Sellers’ possession; provided that if any LNFA Mortgage Loans are registered on the MERS system, the Parties will mutually agree on the application of this paragraph prior to Closing. (h) The Sellers shall deliver certificates executed on behalf of the Sellers by a duly authorized officer certifying as Seller may reasonably request for to the purpose incumbency, and authenticating the signatures of, officers executing this Agreement and certificates delivered hereunder on behalf of evidencing the satisfaction Sellers, and certifying as to the adoption and continuing effect of any condition referred to in Section 1.5appropriate resolutions authorizing the Sellers’ execution, delivery and performance of this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to Buyerthe following: (i) A trueto Buyer, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingPost-Closing Escrow Agreement duly executed by Seller; (ii) At the Initial Closingto Buyer, a commitment or pay off statement from any lien holder b▇▇▇ of sale in the Company form of Exhibit C hereto (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A to Buyer, an assignment and assumption agreement in the form of Exhibit D hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment of the Membership Interests evidencing the transfer to and assumption by Buyer of the 49% Interest, substantially in Purchased Assets and the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Assumed Liabilities; (iv) At to Buyer, assignments in the Initial form of Exhibit E hereto (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 Intellectual Property Licenses to Buyer, provided that, with respect to domain name registrations included in the Intellectual Property Assets, Seller shall, at or immediately following the Closing, take such steps as Buyer may direct to convey and transfer such domain name registrations to Buyer’s designated account, including assenting to any electronic request to transfer such domain name registrations as Buyer or Buyer’s agent may initiate; (v) to Buyer, with respect to the Amarillo Owned Real Property, a Deed duly executed and notarized by Seller; (vi) to Buyer, with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer and Seller (each, an “Assignment and Assumption of Lease”) and duly executed by Seller; (vii) to Buyer, with respect to the Amarillo Owned Real Property and with respect each Lease, all keys, combinations, passwords, and codes to all locks, security devices and entrance doors and copies of all plans and specifications, certificates of occupancy, permits, variances, approvals and site plans; (viii) to Buyer, a power of attorney in the form of Exhibit F hereto and duly executed by Seller; (ix) to Buyer, Seller Closing Certificate; (x) to Buyer, the FIRPTA Certificate; (xi) to Buyer, the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k); (xii) to Buyer, pay-off letters for all Indebtedness to be repaid in full at Closing which shall acknowledge the aggregate principal amount and all accrued, but unpaid interest, in form and substance reasonably acceptable to Buyer (such letters, collectively, the “Pay-off Letters” and the aggregate of such Indebtedness set forth in the Pay-off Letters, the “Repaid Indebtedness”) and UCC searches reasonably acceptable to Buyer, evidencing Seller’s title to the Purchased Assets, and Tax lien and litigation searches regarding Seller; (xiii) to Buyer, evidence of the Material Consents; (xiv) to Buyer, any approvals, waivers, and consents from each Governmental Authority, necessary for consummation of the transactions contemplated herein; (xv) to Buyer, employment and consulting agreements, as the case may be, with Key Management Employees duly executed by each such Key Management Employee in form and substance reasonably satisfactory to Buyer; (xvi) to Buyer, such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer that and Seller, as may be required to give effect to this Agreement; (xvii) to the Excluded Assets have been transferred or Seller has made arrangements Escrow Agent, executed joint written instructions to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) Escrow Agent, in accordance with 1.4(d) aboveSection 2.05(d); and (vxviii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Escrow Agent, the Post-Closing Escrow Agreement, duly executed by Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to Sellerthe following: (i) At the Initial Closingto Seller, the Closing Day Purchase Price Price; (ii) to Seller, the Post-Closing Escrow Agreement duly executed by Buyer; (iii) to Seller, the Assignment and Assumption Agreement duly executed by Buyer; (iv) to Seller, with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (v) to Seller, Buyer Closing Certificate; (vi) to Seller, the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(g) and Section 7.03(h); (vii) to each Key Management Employee, the employment and consulting agreements, as set forth the case may be, with such Key Management Employees duly executed by Buyer; (viii) to the holders of Repaid Indebtedness, the respective amounts of Indebtedness to be paid in accordance with the Pay-off Letters; (ix) to the Escrow Agent, executed joint written instructions to the Escrow Agent, in accordance with Section 1.3 above62.05(d); and (iix) to the Escrow Agent, the Aggregate Post-Closing Escrow Amount and the Post-Closing Escrow Agreement duly executed by Buyer. (c) At the Initial Closing and the Final Closing, Buyer and Seller co-execute any necessary documents to effect the assignment of the Intellectual Property, and Buyer shall record such other documents and certificates make such filings as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5appropriate.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer assignments in form and substance satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% AssignmentIntellectual Property Assignments”), ) and at the Final Closing, a duly executed Assignment by Seller, transferring all of Seller's right, title and interest in and to the 51% Interest evidencing Intellectual Property Assets and the transfer Intellectual Property Licenses to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At the Initial Closingwith respect to each Lease, evidence reasonably an Assignment and Assumption of Lease in form and substance satisfactory to Buyer that (each, an “Assignment and Assumption of Lease”) and duly executed by Seller; (v) a power of attorney in form and substance satisfactory to Buyer and duly executed by Seller; (vi) the Excluded Assets have been transferred or Seller has made arrangements to transfer Closing Certificate; (vii) the Excluded Assets FIRPTA Certificate; (viii) the certificates of a duly authorized officer of the Seller required by Section 7.02(j) and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveSection 7.02(k); and (vix) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial ClosingCash Payment Amount. (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the Purchase Price as set forth Buyer Closing Certificate; (v) California and New Jersey resale certificates and, if reasonably requested by Seller, any additional resale certificates relating to any Inventory included in Section 1.3 above6the Purchased Assets; and (iivi) At the Initial Closing certificates of the authorized officer of the Buyer required by Section 7.03(g) and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.57.03(h).

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in form and substance satisfactory to Buyer and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer and Seller (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies Purchased Assets and the Assumed Liabilities, including, without limitation, any required state forms for the transfer of UCC-3 termination statements and/or copies of lien releases or other documents title of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtvehicles; (iii) A duly executed assignment an Assignment and Assumption of the Membership Interests evidencing the transfer Lease for each Restaurant in form and substance satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) and Seller (the “49% AssignmentAssignment and Assumption of Lease”), ) and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller; (iv) At copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Initial ClosingDisclosure Schedules; (v) such other customary instruments of transfer, evidence assumption, filings or documents, in form and substance reasonably satisfactory to Buyer that Buyer, as may be required to give effect to this Agreement; (vi) a Franchise Agreement and all corresponding amendments for each Restaurant duly executed by Franchisor; (vii) the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed Line of Credit Agreement duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveFranchisor; and (vviii) At the Initial Closing and Final Closingany applicable Interim Management Agreements, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing duly executed by Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, Closing Consideration; (ii) the Purchase Price as set forth Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption of Lease for each Restaurant duly executed by Buyer; (iv) copies of all consents and authorizations referred to in Section 1.3 above64.02 of the Disclosure Schedules; (v) 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, 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 (iivi) At a Franchise Agreement and all corresponding amendments for each Restaurant duly executed by Buyer; and (vii) the Initial Closing and the Final ClosingLine of Credit Agreement duly executed by Buyer; and (viii) any applicable Interim Management Agreements, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by Buyer.

Closing Deliverables. At the Closing: (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer or any other applicable recipient, as applicable, all in form and substance reasonably satisfactory to Buyer and such applicable recipient: (i) A truea grant deed (the “Deed”) substantially in the form as Exhibit A, complete conveying to the Premises and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingany Appurtenances to Buyer, duly executed by Seller; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder evidence of the Company to deliver File-stamped copies release of UCC-3 termination statements and/or copies of lien releases or all Encumbrances on the Property, other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtthan Permitted Exceptions; (iii) A a notice to the Tenant advising the Tenant of the sale of the Property, duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller; (iv) At copies of all books and records of Seller relating to the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) Property in accordance with 1.4(d) above; andSeller’s possession; (v) At an estoppel certificate for the Initial Closing and Final 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, such other documents materially consistent with the representations of Seller herein and certificates as shall not disclose material adverse facts objectionable to Buyer may reasonably request in its sole but reasonable discretion; (vi) an estoppel certificate for the purpose of evidencing Guarantor bound by the satisfaction of any condition referred to Guaranty duly executed by Guarantor, which shall be substantially in Section 1.4the form attached hereto as Exhibit C, including but not limited to documentation reasonably acceptable 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 evidencing Seller’s 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, transferassignment and assumption of the Tenant Lease, Guaranty, and assignment of all Ancillary Assets (the “General Assignment”), duly executed by Seller, in the form attached hereto as Exhibit D; (viii) certificate from Seller dated the Closing Date and signed by a duly authorized officer, certifying that each of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as conditions set forth in Section 1.3 above6; andSections 5.3(b), and 5.3(c) have been satisfied; (iiix) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to a properly executed affidavit prepared in accordance with Treasury Regulations Section 1.5.1.1445-2

Closing Deliverables. (a) At or prior the Initial Closing and the Final Closing, as applicable, Seller will SellerCo shall deliver (or cause to be delivered) to Purchaser (provided, that to the extent that any of the items described in clauses (v), (vi) and/or (viii) below are held by the applicable Subsidiary of the Company in the relevant jurisdiction, such items will be deemed to have been delivered to Buyer:Purchaser): (i) A truean instrument of transfer for the Membership Interests duly executed in blank, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingin proper form for transfer; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder certificates of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases good standing (or other documents of any kind, if any exist, to comparable certificates in jurisdictions outside the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities United States) with respect to each Group Company issued no earlier than twenty (20) days prior to the Membership Interests Closing Date by the appropriate Governmental Entities of their respective jurisdictions of incorporation or assets of the Company have been or will be released upon payment of the Secured Debtformation, as applicable; (iii) A duly executed assignment Pay-Off Letters, in form and substance satisfactory to Purchaser, providing for the release and termination of all Indebtedness and Liens under the credit agreements with ▇▇▇▇▇▇▇ Capital Partners SBIC, L.P., including the pledge on the shares in the share capital of the Membership Interests evidencing Dutch Subsidiaries and the transfer to Buyer UK Subsidiary, upon payment of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment aggregate amount of such Indebtedness outstanding under such credit agreements as of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Closing Date; (iv) At the Initial Closingexecuted Pay-Off Letters, evidence reasonably in form and substance satisfactory to Buyer Purchaser, providing for the release and termination of all Indebtedness and Liens under the credit facility with Texas Capital Bank, upon payment of the aggregate amount of Indebtedness outstanding under such credit facility as of the Closing Date; (v) the up-to-date shareholders’ registers (‘aandeelhoudersregisters’) of the Dutch Subsidiaries in which the release of Liens as per Section 2.8(a)(iii) has been registered; (vi) the certificate of incorporation, any certificates of incorporation on change of name, the common seal (if any), the statutory books each made up to the Closing Date (including the up-to-date register of members) and the company authentication code for the UK Subsidiary; (vii) the certificate of incorporation, any certificates of incorporation on change of name, the common seal (if any) and the statutory books each made up to the Closing Date (including the up-to-date register of members) for Logistyx Technologies Asia Pte. Ltd. and the share certificate(s) for the equity interests issued by Logistyx Technologies Asia Pte. Ltd to the UK Subsidiary; (viii) a counterpart of the Escrow Agreement duly executed by SellerCo; (ix) a certificate, dated as of the Closing Date, duly executed by the secretary of SellerCo, certifying that true, correct and complete copies of the Excluded Assets have been transferred or Seller has made arrangements Company’s Fundamental Documents, as in effect on the Closing Date and the resolutions of the board of managers of SellerCo authorizing the execution, delivery and performance of this Agreement, are attached to transfer such certificate; (x) evidence in form and substance satisfactory to Purchaser with respect to the Excluded Assets resignation of all directors, managers and fully assumed by a Person other than officers of the Company upon such transfer(sset forth on Schedule 2.8(a)(x) in accordance with 1.4(deffective as of the Closing Date; (xi) abovea validly executed Internal Revenue Service Form W-9 of SellerCo; and (vxii) At the Initial Closing evidence in form and Final Closing, such other documents and certificates as Buyer may substance reasonably request for the purpose of evidencing the satisfaction of any condition referred satisfactory to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all Purchaser that each of the Membership Interests to agreements set forth on Schedule 2.8(a)(xii) shall have been terminated without any future liability or obligation on the Buyerpart of the Group Companies, in each case, effective as of the Closing Date. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to SellerPurchaser shall: (i) At the Initial Closingpay, or cause to be paid, by wire transfer of immediately available funds to SellerCo, the Purchase Price Closing Cash Payment to the account of SellerCo as set forth on the Funds Flow; (ii) pay, or cause to be paid, by wire transfer of immediately available funds, the Transaction Expenses in the amounts and to the accounts as set forth on the Funds Flow; (iii) pay, or cause to be paid, by wire transfer of immediately available funds, the Indebtedness in the amounts and to the accounts as set forth in Section 1.3 above6the Pay-Off Letters on the Funds Flow; (iv) deliver, or caused to be delivered, to SellerCo a counterpart of the Escrow Agreement duly executed by Purchaser and the Escrow Agent; and (iiv) At deliver, or cause to be delivered, to SellerCo, a counterpart of a Restrictive Covenant and Indemnity Agreement with each of the Initial Closing and the Final ClosingSellers, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by Purchaser.

Closing Deliverables. On or prior to the Closing Date, Seller shall have delivered to Purchaser all of the following: (a) At a certificate from Seller in a form reasonably satisfactory to Purchaser, dated the Initial Closing Date, stating that the preconditions specified in Sections 7.1, 7.2 and 7.3 have been satisfied; (b) copies of resolutions, certified by the Secretary of Seller, of Seller's board of directors and stockholders (if required) approving this Agreement and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer:transactions contemplated by this Agreement; (ic) A true, complete and correct copy certificates of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingstate of incorporation or organization of Seller and each Acquired Company for each state where any of the Acquired Companies are qualified to do business providing that such Acquired Company is in good standing, except where any failure to be so qualified to do business, individually or in the aggregate, would not give rise to a Material Adverse Effect; (d) a copy of the certificate of incorporation or equivalent governing document for Seller and each Acquired Company, certified by the appropriate authority in the jurisdiction in which such entity was incorporated or organized; (e) a copy of the bylaws or equivalent governing document for Seller and each Acquired Company, certified by an officer of such Acquired Company; (f) all stock certificates and other instruments evidencing ownership of each of the Acquired Companies; (g) all minute books, stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of each Acquired Company; (h) such other documents or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby; (i) an executed counterpart of the Shared Services Agreement attached hereto in the form of Exhibit B hereto; and (i) an executed copy of the opinion of Seller's outside counsel, ▇▇▇▇▇▇ Godward LLP; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder an executed copy of the Company opinion of Seller's special Delaware counsel, Morris, Nichols, Arst and Tunnel, with respect to deliver File-stamped certain matters under Section 271 of the DGCL; and (iii) an executed copy of an opinion of Seller's General Counsel as to the title of Seller to the Acquired Stock, which opinions in clauses (i) through (iii) above (A) shall provide that Purchaser's senior lenders may rely thereon and (B) shall collectively be in the form of Exhibit C hereto. (k) an executed counterpart of an assumption agreement among Seller, and the Acquired Companies pursuant to which Seller shall assume certain obligations of the Acquired Companies that are referenced on Exhibit D attached hereto; (l) an executed termination agreement in the form of Exhibit E attached hereto by and between Seller and ▇▇▇▇▇ ▇▇▇▇ with respect to ▇▇▇▇▇ ▇▇▇▇'▇ employment agreement with Seller; (m) executed counterpart copies of UCC-3 termination statements and/or copies non-solicitation agreements by and between Purchaser and ▇▇▇▇▇ ▇▇▇▇▇▇ for the benefit of lien releases or other documents Purchaser in the form of Exhibit F attached hereto and by and between Purchaser and each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in each case, for the benefit of Purchaser in the form of Exhibit G attached hereto; and (i) an executed counterpart assignment in form and substance reasonably satisfactory to Purchaser, pursuant to which Seller assigns to Purchaser, in its capacity as the corporate parent of the Acquired Companies, the right to direct any kind, if any exist, and all claims of the Acquired Companies under Seller's occurrence-based insurance policies relating to matters occurring prior to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities Closing Date with respect to the Membership Interests or assets of applicable insurance companies, subject to any other written agreement between Purchaser and Seller in this connection; (ii) an instruction letter to Seller's insurance broker stating that the Company Acquired Companies have been or will be released upon payment acquired by Purchaser and instructing such broker to forward information on claims, if any, relating to matters occurring prior to the Closing Date to a named contact at the Acquired Companies and to forward copies of the Secured Debt; such information to Purchaser's key contact; and (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form a letter from Seller's insurance broker indicating that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets premiums have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance paid with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered respect to Seller: (i) At the Initial Closing's occurrence-based insurance policies. Any condition specified in this Section 7 may be waived by Purchaser in its sole discretion; provided, the Purchase Price as however that no such waiver shall be effective against Purchaser unless it is set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5a writing executed by Purchaser.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, Seller and/or Seller Parent, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truethe Assignment, complete Assumption and correct copy Bill of a current certificate of good standing of Sale, with respect to the Company from the Secretary of State of Oklahoma at the Initial ClosingAcquired Assets and Assumed Liabilities; (ii) At the Initial Closinga certificate of a duly authorized officer of Seller, a commitment or pay off statement from any lien holder dated as of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindClosing Date, if any existcertifying that the conditions set forth in Sections 6.2(a), to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company 6.2(b) and 6.2(e) have been or will be released upon payment of the Secured Debtsatisfied; (iii) A duly (A) a properly completed IRS Form W-9 executed assignment by Seller and (B) if applicable, any certificate, affidavit or other documentation required by applicable Law to establish that no withholding is required under applicable state, local or non-U.S. Tax Laws in connection with Buyer’s purchase of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Acquired Assets; (iv) At payoff letters duly executed by each holder of Debt underlying any Lien, including those Liens which are set forth on Schedule 2.8(a)(iv), (other than a Permitted Lien) on any Acquired Asset (each, a “Payoff Letter”), pursuant to which letters such holders shall agree that upon payment of the Initial Closingamount specified in such Payoff Letter (A) all outstanding obligations of Seller or Seller Parent arising under or related to the applicable Debt shall be repaid, evidence discharged and extinguished in full; (B) all Liens (other than Permitted Liens) in favor of such holder in connection therewith shall be released, including by filing termination statements with respect to all UCC financing statements; (v) the Escrow Agreement, duly executed by ▇▇▇▇▇▇; (vi) assignments of leases in form and substance of the Assignment and Assumption of Leases, duly executed by Seller (or its applicable Affiliates) and the applicable lessor and applicable Lease Extensions, duly executed by Seller and the applicable lessor, each in form and substance reasonably satisfactory to Buyer, including with respect to compliance with applicable regulatory requirements, collectively, for 80% (rounded up to the nearest whole number) of the Assigned Locations set forth on Schedule 5.8, including each of the Assigned Locations described as “required” on Schedule 5.8, and all consents or waivers and completion of the landlord disclosure letter in the form provided by Buyer from the applicable lessor required in connection herewith, each in form and substance reasonably satisfactory to Buyer, accompanied by all properly completed IRS Form W-9s to the extent reasonably obtainable by Seller; (vii) if requested by ▇▇▇▇▇ pursuant to Section 7.16, the Transition Service Agreement, duly executed by Seller and Seller Parent; (viii) the Intellectual Property Agreement, duly executed by Seller and Seller Parent and any other Affiliate of Seller that owns any Acquired Intellectual Property Assets; (ix) any vehicle title, registration documents or bills of sale or other payoff documents necessary to effect the Excluded transfer of titles to those Acquired Assets have been comprised of the motor vehicles listed in Section 3.23 of the Disclosure Schedules, free and clear of all Liens except for Permitted Liens; provided that at least 30 days prior to Closing Seller shall identify by written notice to Buyer the motor vehicles for which transfer of title will not be made at Closing (which shall not comprise more than 1/4th of the number of the motor vehicles listed on Section 3.23 of the Disclosure Schedules), in which event such identified number of motor vehicles need not be delivered at Closing, and Buyer shall be entitled to deduct the value of such vehicles from the Purchase Price at Closing (based on ▇▇▇▇▇ Blue Book sale prices), and if title to any of those identified motor vehicles is transferred or to Buyer within 30 days following Closing, Buyer shall promptly pay to Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon amount so deducted for such transfer(s) in accordance with 1.4(d) abovemotor vehicles; and (vx) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price Price; (ii) the Assignment, Assumption and Bill of Sale, duly executed by ▇▇▇▇▇; (iii) a certificate of a duly authorized officer of ▇▇▇▇▇, dated as of the Closing Date, certifying that the conditions set forth in Section 1.3 above6Sections 6.1(a) and 6.1(b) have been satisfied; (iv) a copy of the bound commitment in respect of the R&W Policy and evidence that the R&W Policy is in full force and effect; (v) the Escrow Agreement, duly executed by ▇▇▇▇▇ and the Escrow Agent (vi) the Intellectual Property Agreement, duly executed by ▇▇▇▇▇; and (iivii) At the Initial Closing and the Final Closing, such other documents customary instruments of transfer, assumption, filings or documents, in form and certificates substance reasonably satisfactory to Seller, as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.5give effect to this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will the Company shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea b▇▇▇ of sale in form and substance reasonably acceptable to Buyer (the “B▇▇▇ of Sale”) and duly executed by the Company, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance reasonably acceptable to Buyer (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by the Company, a commitment or pay off statement from any lien holder effecting the assignment to, and assumption by, Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or Assigned Contracts and other documents of any kind, if any exist, to intangible assets included in the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to Purchased Assets (other than the Membership Interests or assets of Purchased IP) and the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A [***]; (iv) an assignment and assumption agreement in form and substance reasonably acceptable to Buyer (the “Intellectual Property Assignment”) and duly executed assignment of by the Membership Interests evidencing Company, transferring the transfer Company’s right, title and interest in and to the Purchased IP to Buyer; (v) the Patent License Agreement, dated March [__], 2018, by and between Buyer and the Company ( the “License Agreement”) and duly executed by the Company; (vi) sublicense agreements in form and substance reasonably acceptable to Buyer and duly executed by the Company, sublicensing patent rights and other rights pursuant to: (i) that certain License Agreement, dated November 24, 2015 as amended from time to time, by and among BioTime, Inc., a California corporation, ReCyte Therapeutics, Inc., a California corporation, and the Company to Buyer (such sublicense, the “BioTime and ReCyte Sublicense”); (ii) that certain License Agreement effective as of November 24, 2015, as amended from time to time, by and between ESI and the 49% InterestCompany to Buyer (such sublicense, substantially in the form that attached hereto on Schedule 1.6 “ESI Sublicense”); and (iii) that certain Amended and Restated Exclusive Patent License Agreement, dated as of March [●], 2018, between the Company and the Massachusetts Institute of Technology (such sublicense, the “49% Assignment”)MIT Sublicense” and, together with the BioTime and at ReCyte Sublicense and the Final ClosingESI Sublicense, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (collectively, the “51% AssignmentSublicenses”); (ivvii) At copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Initial Closing, evidence reasonably satisfactory disclosure schedules attached hereto (“Disclosure Schedules”); (viii) a certificate pursuant to Buyer Treasury Regulations Section 1.1445-2(b) that the Excluded Assets have been transferred Company is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by the Company; (ix) a certificate of the Secretary (or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than equivalent officer) of the Company upon such transfer(scertifying as to (A) the resolutions of the board of directors of the Company, duly adopted and in accordance with 1.4(deffect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) abovethe names and signatures of the officers of the Company authorized to sign this Agreement and the documents to be delivered hereunder; and (vx) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to Sellerthe Company the following: (i) At the Initial Closing, the Purchase Price as set forth Price; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) [***]; (iv) the B▇▇▇ of Sale duly executed by Buyer; (v) the Intellectual Property Assignment duly executed by Buyer; (vi) License Agreement duly executed by Buyer; (vii) the Sublicenses duly executed by Buyer; (viii) copies of all consents and authorizations referred to in Section 1.3 above64.02 of the Disclosure Schedules; (ix) 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, 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 (iix) At the Initial Closing and the Final Closing, such other documents customary instruments of transfer, assumption, filings or documents, in form and certificates substance reasonably satisfactory to the Company, as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.5give effect to this Agreement.

Closing Deliverables. (a) At the Initial Closing Closing, Seller shall deliver to Buyer the following: a bill of sale in the form of Exhibit A hereto (the "Bill of Sale") and duly executed by ▇▇▇▇▇▇, transferring the tangible personal property included in the Purchased Assets to Buyer; an assignment and assumption agreement in the form of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closing; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities Assumed Liabilities; with respect to each parcel of Owned Real Property, a special warranty deed in the Membership Interests or assets form of the Company have been or will be released upon payment of the Secured Debt; Exhibit C hereto (iiieach, a "Deed") A and duly executed assignment and notarized by ▇▇▇▇▇▇; with respect to each Lease, an Assignment and Assumption of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, Lease substantially in the form that attached hereto on Schedule 1.6 of Exhibit D (iii) (the “49% Assignment”each, an "Assignment and Assumption of Lease"), and at the Final Closing, a duly executed Assignment by Seller and, if necessary, Seller's signature shall be witnessed and/or notarized; the Seller Closing Certificate; the FIRPTA Certificate; the certificates of the 51% Interest evidencing the transfer to Buyer Secretary or Assistant Secretary of the 51% Interest Seller required by (the “51% Assignment”e) and (f); (iv) At the Initial Closing; such other customary instruments of transfer, evidence assumption, filings or documents, in form and substance reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements Buyer, as may be required to transfer the Excluded Assets give effect to this Agreement; and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) [OTHER SELLER DELIVERABLES]. At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for shall deliver to Seller the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, following: the Purchase Price as set forth by wire transfer of immediately available funds to an account designated in Section 1.3 above6writing by Seller to Buyer no later than [two/[NUMBER]] Business Days prior to the Closing Date; the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; with respect to each Lease, an Assignment and Assumption of Lease duly executed by ▇▇▇▇▇ and, if necessary, ▇▇▇▇▇'s signature shall be witnessed and/or notarized; the Buyer Closing Certificate; the certificates of the Secretary or Assistant Secretary of Buyer required by (e) and (f); and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. On the Closing Date, at the Closing: (ai) At the Initial Closing and the Final ClosingSeller shall deliver, as applicable, Seller will deliver or cause to be delivered by the applicable Asset Seller, to Buyer: (i1) A truecertificates representing the Transferred Equity Interests of Girling Texas and Girling Knoxville, complete duly endorsed in blank or accompanied by stock powers; (2) one or more bills of sale, in a form attached hereto as Exhibit A, transferring title to the Transferred Assets from the applicable Asset Seller to Buyer or its designee (each, a “Bill of Sale”), duly executed by the applicable Asset Seller; (3) an assignment of equity interests in the form attached hereto as Exhibit B, transferring the Transferred Equity Interests of NP Plus and correct copy IntegraCare to Buyer or its designee (each, an “Equity Transfer Agreement”), duly executed by Seller; (4) a restrictive covenant agreement in substantially the form attached hereto as Exhibit C, duly executed by Seller (the “Restrictive Covenant Agreement”); (5) an agreement in substantially the form set forth on Schedule 1.1(c)(i)(5) (the “Section 1.1 Agreement”); (6) an express, written assumption by Seller of the Excluded Liabilities, in the form attached hereto as Exhibit D; (7) the Transitional Services Agreement, duly executed by Seller; (8) a current letter in customary form and content from each holder of Indebtedness for borrowed money of the Transferred Subsidiaries, that sets forth the amount necessary to fully discharge all such Indebtedness of such Transferred Subsidiary as of the Closing Date; (9) evidence in customary form, from each holder of Indebtedness for borrowed money imposing a Lien (other than a Permitted Lien) on the Transferred Assets, assets of the Transferred Subsidiaries and/or Transferred Equity Interests that confirms all Liens (other than Permitted Liens), including those relating to the Credit Facilities, held by such debt holder on the Transferred Assets, assets of the Transferred Subsidiaries and/or Transferred Equity Interests shall be terminated and released at Closing, and authorizes Buyer to file UCC-3 termination statements and any other applicable Lien release or termination documents following the Closing; (10) evidence in customary form that each Transferred Subsidiary has been released as a guarantor of the Credit Facilities; (11) with respect to Seller and each Asset Seller, a certificate of good standing of the Company from issued by the Secretary of State of Oklahoma at the Initial Closing;State in which such entity was formed and each State where such entity is qualified to do business, dated as of a date no more than ten (10) Business Days prior to the Closing Date; and (12) with respect to Seller and each Asset Seller, resolutions reasonably acceptable to Buyer, approved by the governing body of such entity and authorizing such entity’s execution and delivery of this Agreement and/or the Ancillary Agreements to which such is a party and the consummation of the transactions contemplated hereby and thereby. (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company Buyer shall deliver: (1) to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases Seller or other documents Persons designated by Seller, by wire transfer of any kindimmediately available funds, if any existan amount in cash equal to the Estimated Purchase Price, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect such account(s) as Seller shall designate in writing to Buyer not less than two (2) Business Days prior to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) Closing Date (the “49% Assignment”Seller Designated Account(s), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv2) At on behalf of Seller and its Affiliates (including the Initial ClosingTransferred Subsidiaries and Asset Sellers), evidence reasonably satisfactory by wire transfer of immediately available funds, to Buyer that the Excluded Assets have been transferred or applicable third parties to whom such payment is owed, payment of the Transaction Expenses (based on the estimates provided by Seller has made arrangements pursuant to transfer the Excluded Assets and fully assumed by Section 1.2(b) of this Agreement); (3) to each holder of Indebtedness for borrowed money imposing a Person lien (other than a Permitted Lien) on the Company upon Transferred Assets, assets of the Transferred Subsidiaries and/or the Transferred Equity Interests who requires payment for the release of such transfer(sLien, payment of the amount of Indebtedness specified in the payoff letter provided by such holder (such amount based on the estimates provided by Seller pursuant to Section 1.2(b) in accordance with 1.4(dof this Agreement); (4) aboveto Seller, the Restrictive Covenant Agreement, duly executed by ▇▇▇▇▇; (5) to Seller, the Section 1.1 Agreement, duly executed by ▇▇▇▇▇; (6) to Seller, the Transitional Services Agreement, duly executed by ▇▇▇▇▇; and (v7) At the Initial Closing and Final Closing, such other documents and certificates as an express written assumption by Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all or its designee of the Membership Interests to Assumed Liabilities, in the Buyer. (b) At the Initial Closing and the Final Closing, form attached hereto as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.Exhibit D.

Closing Deliverables. The following deliveries shall be made at the Closing: (a) At Seller shall deliver to Buyer or the Initial Deposit Escrow Agent, as applicable: (i) with respect to each Real Property to be transferred at the Closing, a counterpart of a deed duly executed by the applicable Selling Subsidiary substantially in the form of Exhibit A (each, a “Deed”), conveying the fee estate in such Real Property, with such modifications as are required by local law so that such Deed will be in recordable form and be the equivalent of a so-called “special warranty” deed in such local jurisdiction; (ii) with respect to each Hotel Asset to be transferred at Closing, a counterpart to a b▇▇▇ of sale duly executed by the applicable Selling Subsidiary substantially in the form of Exhibit B (each, a “B▇▇▇ of Sale”), transferring to Buyer all of such Selling Subsidiary’s right, title and interest in, to and under the Furnishings, Consumables, Supplies and Retail Inventories to be transferred at the Closing; (iii) with respect to each Hotel Asset to be transferred at Closing, a counterpart to an assignment and assumption agreement duly executed by the applicable Selling Subsidiary substantially in the form of Exhibit C (each, an “Assignment and Assumption”), transferring to Buyer all of such Selling Subsidiaries’ right, title and interest in, to and under the Assigned Contracts, Miscellaneous Hotel Assets, assignable Permits and assignable Intellectual Property to be transferred at the Closing, and evidencing Buyer’s assumption of the Assumed Liabilities to be assumed at the Closing; (iv) an estoppel letter from each tenant under such Space Lease, in form and substance reasonably acceptable to Buyer and Buyer’s lender; provided, however, that Seller shall not be obligated to deliver an estoppel letter from any lessee or licensee under an antenna lease or antenna license which is a Space Lease; (v) counterparts of any documents to be executed at the Closing (if any) by Seller or any of its Affiliates in connection with the prepayment or defeasance of all Existing Loans; (vi) counterparts of any documents to be executed at the Closing (if any) by Seller or any of its Affiliates in connection with obtaining the Franchisor Consents; (vii) a duly executed copy of the Closing Statement; (viii) an original certificate of title duly executed by the applicable Selling Subsidiary for each owned vehicle included in the Hotel Assets, with an appropriate transfer of such vehicle titles to Buyer; (ix) to the extent required in respect of the Closing pursuant to Section 6.9(b), a duly executed counterpart to an Interim Liquor Agreements; (x) a certificate dated the Closing Date, duly executed by an authorized officer of Seller, certifying that the conditions to the Closing specified in Sections 7.2(a) and 7.2(b) have been fulfilled; (xi) a certificate dated the Final ClosingClosing Date, duly executed by either, as applicable, Seller will (i) an authorized officer of Parent, certifying, as applicable, Selling Subsidiary’s status as a disregarded entity for federal income Tax purposes and Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b) and any state or local law equivalents or (ii) an authorized officer of each Selling Subsidiary, certifying such Selling Subsidiary’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b) and any state or local law equivalent; (xii) a tax declaration or similar documents (or counterparts thereto, as applicable) duly executed by the applicable Selling Subsidiary as required to be executed by a “seller” or “grantor” in connection with any transfer, stamp, excise or similar tax imposed by the state, county or city in connection with the Closing; (xiii) evidence termination of the applicable Management Agreement; (xiv) evidence of termination of any Ground Lease for any Real Property subject to the same, to be recorded prior to the Deed for such Real Property; (xv) possession of the Hotels, subject to the rights of Hotel guests and the Permitted Exceptions, and any and all keys, access codes and plans and specifications for the Improvements on the Real Property in Seller’s possession; (xvi) a title affidavit in customary form and substance required for the Title Company to issue the Title Policy as requested by Buyer; (xvii) such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by the applicable Selling Subsidiary by applicable state and local law in connection with the conveyance of the Real Property; (xviii) the Closing Sales Tax Forms; (xix) evidence of termination of each Operating Lease; and (xx) such other customary documents as may be reasonably requested by Buyer or the Title company in connection with the Closing. (b) Buyer shall deliver or cause to be delivered to BuyerSeller or the Deposit Escrow Agent, as applicable: (i) A truethe Final Purchase Price (less the Deposit), complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingin accordance with Section 2.3(b); (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, duly executed counterpart to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssignment and Assumption; (iii) A duly counterparts of any documents to be executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment Closing (if any) by Buyer or any of its Affiliates in connection with obtaining the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Franchisor Consents; (iv) At a duly executed copy of the Initial ClosingClosing Statement; (v) to the extent required in respect of the Closing pursuant to Section 6.9(b), evidence reasonably satisfactory a duly executed counterpart to Buyer an Interim Liquor Agreements; (vi) a certificate, dated the Closing Date, duly executed by an authorized officer of Buyer, certifying that the Excluded Assets conditions to the Closing specified in Sections 7.3(a) and 7.3(b) have been transferred fulfilled; (vii) a duly executed tax declaration or Seller has made arrangements similar documents (or counterparts thereto, as applicable) required to transfer the Excluded Assets and fully assumed be executed by a Person other than “buyer” or “grantee” in connection with any transfer, stamp, excise or similar tax imposed by the Company upon such transfer(s) state, county or city in accordance connection with 1.4(d) abovethe Closing; and (vviii) At the Initial Closing and Final Closing, such other customary documents and certificates as Buyer may be reasonably request for requested by Seller or the purpose of evidencing Title Company in connection with the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the BuyerClosing. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerPurchaser the following documents: (i) A truea bill of sale, complete duly executed by Seller, in form and correct copy substance reasonably satisfactory to counsel of a current certificate Purchasers, sufficient to convey, transfer and assign to Purchaser H▇▇▇▇’▇ Equipment, LLC all right, title and interest of good standing Seller in and to the Purchased Assets listed in Exhibit 1A attached hereto free and clear of the Company from the Secretary of State of Oklahoma at the Initial Closingall Encumbrances in accordance with this Agreement; (ii) At the Initial Closinga vehicle bill of sale, a commitment or pay off statement from any lien holder duly executed by Seller, in form and substance reasonably satisfactory to counsel of the Company Purchasers, sufficient to deliver File-stamped copies convey, transfer and assign to Purchaser C▇▇▇▇▇▇ Reclamation, LLC all right, title and interest of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, Seller in and to the reasonable satisfaction Purchased Assets listed in Exhibit 1B attached hereto free and clear of Buyer, evidencing all Liens or Liabilities Encumbrances in accordance with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtthis Agreement; (iii) A a general warranty deed in a form and substance reasonably satisfactory to counsel of Purchasers and duly executed assignment and notarized by Seller conveying each parcel of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Real Property listed in the form that Exhibit 2A attached hereto on Schedule 1.6 (iii) (the “49% Assignment”)to Purchaser R ▇ ▇▇▇▇▇▇▇, and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)LLC; (iv) At the Initial Closing, evidence a general warranty deed in a form and substance reasonably satisfactory to Buyer that counsel of Purchasers and duly executed and notarized by Seller conveying each parcel of Real Property listed in Exhibit 2B attached hereto to Purchaser B▇▇▇▇▇▇ Materials, LLC; (v) the Excluded Assets have been transferred FIRPTA Certificate or Seller has made arrangements a W-9 duly executed by S▇▇▇▇▇; (vi) motor vehicle titles and registrations necessary to transfer the Excluded Assets and fully assumed by a Person other than the Company upon perfect title to all of such transfer(s) vehicles identified in accordance with 1.4(d) aboveExhibit 1B; and (vvii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the BuyerPurchaser, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will Purchaser shall deliver or cause to be delivered to SellerSeller the following: (i) At original copies of the Initial Closing, the Purchase Price as set forth in Section 1.3 above6Promissory Notes marked “Cancelled”; and (ii) At the Initial Closing and the Final Closing, such other documents customary instruments, in form and certificates substance reasonably satisfactory to Seller, as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.5give effect to this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A trueSeller shall have delivered to Buyer a certificate signed by the Chief Executive Officer, complete and correct copy the Chief Financial Officer or the General Counsel of a current certificate of good standing Seller, dated as of the Company from Closing Date, certifying that the Secretary conditions specified in Section 4.1(a) have been satisfied as of State of Oklahoma at the Initial Closing;. (ii) At Seller shall have delivered to Buyer (1) a duly executed General Assignment and ▇▇▇▇ of Sale for the Initial Closing, Purchased Assets in a commitment or pay off statement from any lien holder form reasonably acceptable to the Parties (the “General Assignment”); (2) assignments of the Company Transferred IP included within the Purchased Assets (other than the Transferred IP included within the Purchased Assets to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in a form reasonably acceptable to the reasonable satisfaction Parties, and (3) such other instruments of Buyerconveyance, evidencing all Liens or Liabilities with respect assignment and transfer as shall be required to vest in Buyer good and marketable title and interest in and to the Membership Interests or assets of Purchased Assets (the Company have been or will be released upon payment of agreements and other instruments referred to in this Section 4.1(g)(ii) and Section 4.3 are collectively referred to herein as the Secured Debt;“Collateral Agreements”). (iii) A duly executed assignment Seller shall have delivered one or more assignments in form reasonably acceptable to Buyer and Seller to record the transfer of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Transferred IP included in the form that attached hereto on Schedule 1.6 (iii) (Purchased Assets to Buyer, in each place in which the “49% Assignment”)applicable Trademark, Copyright, Patent or Domain Name is registered; and at all of Seller’s and its Affiliates’ rights in and under the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer Transferred Agreements to Buyer of the 51% Interest (the “51% Assignment”);Buyer. (iv) At the Initial Closing, evidence reasonably satisfactory Seller shall have delivered to Buyer all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by Seller, certifying that the Excluded Assets have been transferred or Seller has made arrangements to transfer transactions contemplated hereby are exempt from withholding under Section 1445 of the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; andCode. (v) At Seller shall have delivered to Buyer the Initial Closing and Final Closing, such other Transition Services Agreement executed by Seller. (vi) Seller shall have delivered to Buyer those documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited 4.3 to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerwhich it is a party. (bvii) At Any Transferred Agreements covering Purchased Assets shall be amended or other reasonable measures taken as reasonably approved by Buyer to ensure the Initial Closing transfer of rights and the Final Closing, as applicable, Buyer will deliver or cause obligations thereunder relate only to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Purchased Assets.

Closing Deliverables. At the Closing: (a) At Buyer will pay to Seller the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingDate Payment in accordance with Section 1.04; (iib) At the Initial Closing, a commitment or pay off statement from Seller will endorse and deliver to Buyer any lien holder certificates of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any kindPurchased Asset for which ownership is evidenced by a certificate of title, if any existany, to the reasonable satisfaction Buyer and to convey to Buyer good and marketable title in such Purchased Assets, free and clear of Buyerany Liens, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtother than Permitted Liens; (iiic) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, which is attached hereto as Exhibit A duly executed assignment (the “▇▇▇▇ of the Membership Interests Sale”); (d) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the transfer to assumption by Buyer of the 49% InterestAssumed Liabilities, substantially in the form that which is attached hereto on Schedule 1.6 (iii) as Exhibit B (the “49% AssignmentAssignment and Assumption Agreement”), ; (e) Seller will execute and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer deliver to Buyer a Trademark Assignment Agreement conveying the Trademarks of Seller used in the 51% Interest InStaff Business as set forth therein to Buyer, which is attached hereto as Exhibit C (the “51% Trademark Assignment”); (ivf) At Seller will execute and deliver to Buyer a Domain Name Assignment Agreement conveying the Initial ClosingDomain 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 the lease agreements, for the Leased Real Property in form and substance reasonably satisfactory to Buyer and Seller (collectively, the “Lease Assignment Agreements”), which includes the consent of the respective landlords of the Leased Real Property; (j) Seller will deliver to Buyer (i) IRS Form W-9, and (ii) Texas Comptroller Form 01-917, Statement of Occasional Sale; (k) Seller will deliver to Buyer a certificate of an 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 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; (l) Seller will deliver to Buyer an executed acknowledgement and consent agreements, in form and substance reasonably acceptable to Buyer, for each of the Assumed Contracts as 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 Seller the certificate of an officer of Buyer required by Section 7.03(d); (p) Buyer will deliver to Seller evidence reasonably satisfactory to Seller that Buyer that has obtained, effective as of the Excluded Assets have been transferred or Seller has made arrangements Closing, insurance coverage reasonably necessary to transfer operate the Excluded Assets InStaff Business in the ordinary course of business post-Closing, including workers compensation, general liability, and fully assumed by a Person other than automobile insurance; provided, that, for the Company upon such transfer(s) avoidance of doubt, Buyer will ultimately remain responsible for determining in accordance with 1.4(d) aboveits sole discretion what insurance coverage is sufficient; and (vq) At the Initial Closing and Final Closing, Seller will deliver to Buyer such other documents documents, instruments and certificates of transfer as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred in order to convey to Buyer all right, title and interest in Section 1.4, including but not limited to documentation reasonably acceptable and to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the BuyerPurchased Assets as contemplated by this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers hereby deliver or cause to be delivered to BuyerBuyer the following: (i) A true, complete one or more UCC Financing Statement amendments and correct copy other document necessary to evidence the release of a current certificate all liens on the Purchased Assets in favor of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingCIBC and all other secured lenders; (ii) At the Initial ClosingThe ▇▇▇▇▇▇▇▇ Lease Agreement, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt;duly executed by Sellers (iii) A The First American Title Company Escrow Agreement, duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Sellers; (iv) At The Escrow Agreement, duly executed by Sellers; (v) a ▇▇▇▇ of sale (the Initial Closing“Non-Vehicles ▇▇▇▇ of Sale”) and duly executed by the applicable Sellers, evidence transferring the Tangible Personal Property (excluding the Vehicles) included in the Purchased Assets to Buyer; (vi) a ▇▇▇▇ of sale (the “Vehicles ▇▇▇▇ of Sale”) and duly executed by the applicable Sellers, transferring the Vehicles included in the Purchased Assets to Buyer; (vii) an assignment and assumption agreement (the “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (viii) [intentionally omitted] (ix) with respect to each parcel of Transferred Real Property, a special warranty deed in form and substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by each Seller; (x) with respect to the Transferred Water Rights, a special warranty deed in form and substance satisfactory to Buyer (each, a “Water Rights Deed”) and duly executed and notarized by each Seller; (xi) with respect to the Ground Lease by and among Hourglass Sands, LLC, Continental and TMC dated April 13, 2018, (i) an Assignment and Assumption of Third Party Lease in form and substance satisfactory to Buyer (the “Assignment and Assumption of Hourglass Sands Lease”) and duly executed by Seller, and (ii) an estoppel certificate with respect to such Third Party Lease; (xii) all necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title from the applicable Sellers to Buyer of each Vehicle, including mixer trucks and haulers, included in the Purchased Assets; (xiii) the Water Lease, duly executed by TMC and Castle; (xiv) the Assignment and Assumption of Augmentation Plan, duly executed by Sellers; (xv) a FIRPTA Certificate, executed by each Seller; (xvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xvii) such owner’s or other affidavits regarding title to the Transferred Real Property as reasonably requested by Buyer or reasonably required to obtain owner title insurance policies and endorsements with respect to the Transferred Real Property; (xviii) documentation to confirm that each Seller that had operations in Colorado, prior to Closing, filed Colorado Form DR 0096, Request for Tax Status Letter, for all applicable taxes; (xix) the Excluded Assets have been transferred or Seller has made arrangements to transfer Transition Services Agreement, duly executed by Sellers; (xx) the Excluded Assets and fully assumed Colocation Services Agreement, duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveSellers party thereto; and (vxxi) At the Initial Closing and Final ClosingFMIC Shares Agreement, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerduly executed by Sellers. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause hereby delivers to be delivered to SellerSellers the following: (i) At Buyer will pay to Sellers the Initial Closing, amount the Purchase Price less (x) the Indemnification Escrow Amount ($1,250,000), less (y) $789,814 paid into escrow at First American Title as provided in Section 5.14 with respect to the ▇▇▇▇▇▇▇▇ property, and less (z) payoff amounts to pay in full all secured lenders and lien holders (if any), in each case with respect to the Purchased Assets other than CIBC (from whom an appropriate lien release shall be obtained) by wire transfer of immediately available funds to an account designated in writing by Sellers to Buyer (the sum of the foregoing amounts is the Purchase Price for the Purchased Assets) provided that the operating leases listed on Section 1.01(c) of the Disclosure Schedules are assumed by Buyer and will not be paid off at Closing; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) the Assignment and Assumption of Hourglass Sands Lease, duly executed by Buyer; (v) the Transition Services Agreement, duly executed by Buyer; (vi) the ▇▇▇▇▇▇▇▇ Lease Agreement duly executed by Buyer; (vii) the First American Title Company Escrow Agreement duly executed by Buyer; (viii) the Water Lease, duly executed by Buyer; (ix) the Assignment and Assumption of Augmentation Plan, duly executed by Buyer; (x) the Colocation Services Agreement, duly executed by Buyer; and (xi) the FMIC Shares Agreement, duly executed by Buyer. (c) At the Closing, Buyer shall deliver to the Escrow Agent: (i) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in Article VI and the obligations of Sellers in Section 1.3 above61.06(b)(vi); and (ii) the Escrow Agreement. (d) At the Initial Closing and the Final Closing, Buyer shall pay, out of the Purchase Price, any payoff amounts to pay in full all secured lenders, lien holders, and mortgage holders (if any) with respect to the Purchased Assets other than CIBC, which payoff amounts shall be paid directly to such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5lenders.

Closing Deliverables. (a) At or prior to the Initial Closing and the Final Closing, as applicable, Seller will deliver or the Company shall cause to be delivered to BuyerParent: (i) A truea certificate, complete in form and correct copy substance reasonably acceptable to Parent, of a current certificate of good standing an authorized officer of the Company from Company, dated as of the Secretary of State of Oklahoma at Closing Date, to the Initial Closingeffect that the conditions specified in Section 7.2(a) and Section 7.2(b) are satisfied; (ii) At a certificate, in form and substance reasonably acceptable to Parent, of the Initial Closing, a commitment or pay off statement from any lien holder secretary of the Company to deliver File-stamped copies certifying (A) the Company’s certificate of UCC-3 termination statements and/or copies incorporation as filed with and certificated by the Delaware Secretary of lien releases or other documents of State and any kindamendments thereto, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets (B) a certified copy of the Company have been or will be released upon payment Company’s bylaws, and (C) a certified copy of the Secured Debtresolutions duly adopted of the Company’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) A duly executed assignment written resignations, in form and substance reasonably acceptable to Parent, of each of the Membership Interests evidencing the transfer to Buyer directors of the 49% InterestCompany in such capacity and, substantially to the extent requested by Parent at least five (5) days prior to the Closing Date, written resignations, in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”)and substance reasonably acceptable to Parent, and at the Final Closing, a duly executed Assignment of each of the 51% Interest evidencing the transfer to Buyer directors of the 51% Interest (the “51% Assignment”)other Group Companies in such capacity; (iv) At a copy of the Initial ClosingEscrow Agreement duly executed by the Representative and the Escrow Agent; (v) with respect to each Debt Payoff Recipient, a copy of pay-off letter(s) in a form reasonably acceptable to Parent from such Debt Payoff Recipient and the evidence of release of all related Liens, other than, in each case, with respect to the Debt Payoff Recipients under the Note Purchase Agreement; and (vi) written evidence reasonably satisfactory to Buyer Parent that the Excluded Assets Management Services Agreement, the Shareholders Agreement and each of the other Contracts on Schedule 4.18 have been transferred terminated without any further liability or Seller has made arrangements to transfer obligation on the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction part of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the BuyerGroup Companies. (b) At or prior to the Initial Closing and the Final Closing, as applicable, Buyer will deliver or each of Parent and Merger Sub shall cause to be delivered to Sellerthe Company: (i) At a certificate, in form and substance reasonably acceptable to the Initial ClosingCompany, of an authorized officer of Parent and an authorized officer of Merger Sub, dated the Purchase Price as set forth Closing Date, to the effect that the conditions specified in Section 1.3 above67.3(a) and Section 7.3(b) have been satisfied; (ii) a certified copy, in form and substance reasonably acceptable to the Company of the resolutions of Parent’s board of directors (or other governing body) and Merger Sub’s board of directors (or other governing body), in each case authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; and (iiiii) At a copy of the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Escrow Agreement duly executed by Parent.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A trueSeller shall have delivered to Purchaser a certificate signed by either the CFO or the General Counsel of Seller, complete and correct copy of a current certificate of good standing dated the date of the Company from Closing Date, certifying that the Secretary conditions specified in Section 4.1(a) have been satisfied as of State of Oklahoma at the Initial Closing;. (ii) At Seller shall have delivered to Purchaser (1) a duly executed General Assignment and ▇▇▇▇ of Sale for the Initial Closing, a commitment or pay off statement from any lien holder Purchased Assets in the form of Exhibit C hereto (the “General Assignment”); (2) assignments of the Company Transferred IP (other than the Transferred IP to deliver File-stamped copies be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in the forms reflected in Exhibit D hereto (“IP Assignments”); and (3) such other instruments of UCC-3 termination statements and/or copies of lien releases or other documents of any kindconveyance, if any exist, assignment and transfer as shall be required to vest in Purchaser good and marketable title and interest in and to the reasonable satisfaction of BuyerPurchased Assets (the General Assignment, evidencing all Liens or Liabilities with respect IP Assignments, the Assignment and Assumption, the Transition Services Agreement and the instruments referred to in clause (iii) being collectively referred to herein as the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt;“Collateral Agreements”). (iii) A duly executed assignment Seller shall have delivered one or more assignments in form reasonably acceptable to Purchaser and Seller to record the transfer of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Registered IP included in the form that attached hereto on Schedule 1.6 Purchased Assets to Purchaser in each place in which the applicable Trademark, Copyright or Domain Name is registered (iii) (the “49% AssignmentRegistered IP Filings”), ; and at all of Seller’s and its Affiliates’ rights in and under the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”);Transferred Agreements. (iv) At the Initial ClosingSeller shall have delivered to Purchaser all necessary forms and certificates complying with applicable Legal Requirements, evidence reasonably satisfactory to Buyer duly executed and acknowledged by Seller, certifying that the Excluded Assets have been transferred or Seller has made arrangements to transfer transactions contemplated hereby are exempt from withholding under Section 1445 of the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; andCode. (v) At the Initial Closing and Final Closing, such other Seller shall have delivered to Purchaser those documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited 4.3 to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerwhich it is a party. (bvi) At Seller shall have entered into the Initial Closing and the Final ClosingHulu New Agreements with Hulu, as applicable, Buyer will deliver or cause LLC in a form reasonably satisfactory to be delivered to Seller:Purchaser. (ivii) At The CW Release shall be in form and substance reasonably satisfactory to Purchaser and shall have been fully executed and delivered, and shall provide that Purchaser is a third-party beneficiary thereunder and shall have been approved by the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; andBankruptcy Court. (iiviii) At Any other Transferred Agreements covering Purchased Assets and assets other than the Initial Closing Purchased Assets shall be amended or other reasonable measures taken as reasonably approved by Purchaser to ensure the transfer of rights and obligations thereunder relate only to the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Purchased Assets.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in the form of Exhibit B attached hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit C attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Escrow Agreement in the form of Exhibit D attached hereto(the “Escrow Agreement”) and duly executed by Sellers; (iv) to the extent they have already been obtained by the Escrow Agent, any tax clearance certificates from the taxing authorities in the jurisdictions that attached hereto impose Taxes on Schedule 1.6 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; (iiiv) 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 Assignment and Assumption Agreement, the Escrow Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “49% AssignmentTransaction 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) employment agreements with each of the persons set forth on Section 2.02(a)(vi) of the Disclosure Schedules, in form and substance satisfactory to Buyer (collectively, the “Employment Agreements”), and at with such Employment Agreements providing for the Final Closingtotal compensation as set forth in Section 2.02(a)(vi) of the Disclosure Schedules, a which is the same as such employees’ current compensation, duly executed Assignment by each of these persons; (vii) non-competition agreements with each of the 51% Interest evidencing persons set forth on Schedule 2.02(a)(vii) to the transfer Disclosure Schedules, in form and substance satisfactory to Buyer Buyer, duly executed by each of these persons; (viii) audited financial statements for the 51% Interest fiscal years December 31, 2019 and 2020 and unaudited financial statements for the six months ended June 30, 2021 (collectively, the “51% AssignmentFinancial Statements”); (ivix) At the Initial Closing, evidence reasonably confirmation in form and substance satisfactory to Buyer that the Excluded Assets all liens on Spectrum’s assets have been transferred or Seller terminated; (x) a transition services agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇, in form and substance satisfactory to Buyer, providing for eight hours of services per week for a period of eight weeks following the Closing Date; (xi) with respect to each real estate 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 Seller; (xii) confirmation from Seller’s secured lender in form and substance satisfactory to Buyer confirming all amounts have been paid in full and that such lender has made arrangements to transfer released all liens and UCC termination statements indicating the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) abovesame; and (vxiii) At the Initial Closing and Final Closing, such other documents customary instruments of transfer or assumption, filings, or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the transactions contemplated by this Agreement. If Buyer evidencing Seller’s salebelieves any such other customary instruments are required, transfer, and assignment the form of all of the Membership Interests each shall be provided by Buyer to the BuyerSeller at least 5 days before Closing. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) the Closing Cash Proceeds; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Escrow Agreement duly executed by Buyer; (iv) the Employment Agreements duly executed by Buyer; (v) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the 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 (vi) the Stock Proceeds. (c) At the Initial Closing, Buyer shall deliver to the Escrow Agent: (i) the Purchase Price as set forth in Section 1.3 above6Adjustment Escrow Fund by wire transfer of immediately available funds to accounts designated by the Escrow Agent; and (ii) At the Initial Closing and Indemnification Escrow Fund by wire transfer of immediately available funds to accounts designated by the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Escrow Agent.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a b▇▇▇ of sale substantially in the form of Exhibit A trueattached hereto (the “B▇▇▇ of Sale, complete Assignment and correct copy Assumption Agreement”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer, effective as of the assignment to and assumption by the Buyer of the Assigned Contracts; (ii) a current certificate of good standing the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Company from board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the B▇▇▇ of Sale, Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (iii) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (iv) Good Standing Certificate issued by the Secretary of State of Oklahoma at the Initial Closing; Ohio, dated within ten (ii10) At the Initial Closing, a commitment or pay off statement from any lien holder days of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindClosing Date, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially certifying that Seller is in good standing in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment state of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the BuyerOhio. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the $2,500,000 of Purchase Price as set forth in Section 1.3 above6; andprovided above; (ii) At Good Standing Certificate issued by the Initial Delaware Secretary of State dated within ten (10) days of the Closing Date certifying Buyer is in good standing in the state of Delaware. (iii) Transaction Documents duly executed by Buyer, (iv) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Final ClosingTransaction Documents and the consummation of the transactions contemplated hereby and thereby, such and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Transaction Documents.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a bill of sale in the form of Exhibit A truehereto (the “Bill of Sale”) and duly executed by S▇▇▇▇▇, complete and correct copy of a current certificate of good standing of transferring the Company from the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially assignments in the form that attached of Exhibit C hereto on Schedule 1.6 (iii) (the “49% AssignmentIntellectual 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 at domain name registrations included in the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer Purchased Assets to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At a certificate of the Initial ClosingSecretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, evidence 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; (v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements Buyer, as may be required to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) abovegive effect to this Agreement; and (vvi) At the Initial Closing Washington State Department of Revenue Request for Tax Status Form completed by Seller. (vii) Accepted Offers of Employment from each of T▇▇▇▇▇▇▇ and Final ClosingJ▇▇▇▇. (viii) A signed release from American Power Systems, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4Inc. (“APS”) releasing T▇▇▇▇▇▇▇ J▇▇▇▇ Company, including but not limited to documentation reasonably acceptable Inc. from its Agreement with APS dated July 17, 2019. This signed release shall be deemed executed prior to the Buyer evidencing Seller’s sale, transfer, and assignment signing of all of the Membership Interests to the Buyerthis Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6Assignment and Assumption Agreement duly executed by B▇▇▇▇; and (ii) At a certificate of the Initial Closing 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 Final Closingtransactions contemplated hereby, such other and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents and certificates as Seller may reasonably request for the purpose to be delivered hereunder. (iii) Offers of evidencing the satisfaction Employment signed by D▇▇▇▇ ▇▇▇▇▇▇ on behalf of any condition referred to in Section 1.5.Dragonfly Energy Corp. Inc.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale transferring the Purchased Assets to Buyer, complete in form and correct copy substance reasonably satisfactory to Buyer (the “Bill of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingSale”), duly executed by each Seller; (ii) At an assignment and assumption agreement effecting the Initial Closing, a commitment or pay off statement from any lien holder assignment to and assumption by ▇▇▇▇▇ of the Company Assumed Liabilities, in form and substance reasonably satisfactory to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindBuyer (the “Assignment and Assumption Agreement”), if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtduly executed by each Seller; (iii) A duly executed assignment copies of all consents, approvals, waivers and authorizations referred to in Schedule 4.02 of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that disclosure schedules attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% AssignmentDisclosure Schedules”); (iv) At the Initial Closinga completed Internal Revenue Service Form W-9 for each Seller, evidence duly executed by such Seller; (v) transfer documents in form and substance reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements required to transfer the Excluded Assets Company IP (collectively, the “Intellectual Property Assignment”), duly executed by each Seller; (vi) certificates of existence or good standing, as applicable, for each Seller from the Secretary of State of the state (or from the appropriate official of any other jurisdiction) of organization of each Seller and fully assumed each other jurisdiction where a Seller is required by applicable law to be qualified to do business, dated not more than five Business Days prior to the Closing Date; (vii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of each Seller certifying as to (A) true, correct and complete attached copies of the Organizational Documents of such Seller and (B) copies of the resolutions of the board of directors, or the equivalent thereof, of such Seller authorizing the execution, delivery and performance by such Seller of this Agreement and each Seller Document, in form and substance reasonably satisfactory to Buyer; (viii) a payoff letter from each Person or Persons to whom any Indebtedness is owed (including, without limitation, any Indebtedness owed to Vertical Investors, LLC), in each case indicating that, upon repayment of such Indebtedness, such Indebtedness shall be paid in full and such Person or Persons shall no longer have any Encumbrance on any Purchased Asset, together with UCC termination statements (or authorizations to file such UCC termination statements) and other terminations or releases that, in the reasonable discretion of Buyer, are necessary to evidence and effect the release of any and all Encumbrances in connection with such Indebtedness; (ix) an invoice or payoff statement from each Person or Persons to whom any amounts of the Seller Transaction Expenses are owed, including the wiring instructions for each such Person; (x) Tax clearance certificates for each Seller from those states or local taxing authorities as reasonably requested by ▇▇▇▇▇ (to the extent applicable), dated not more than 30 days prior to the Company upon such transfer(sClosing Date; (xi) evidence of assignment of those Patents and Patent applications set forth on Schedule 3.02(a)(xi) to Sellers from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇; (xii) a certificate of acknowledgement from each Seller acknowledging the issuance by ▇▇▇▇▇’s transfer agent of the Closing Shares in the name of each Seller in accordance with 1.4(dSchedule 2.01(b) abovein uncertificated book-entry form; and (vxiii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement and the Membership Interests to the Buyertransactions contemplated hereby. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will ▇▇▇▇▇ shall deliver or cause to be delivered to SellerSellers the following: (i) At the Initial ClosingClosing Shares shall be issued in the name of each Seller in uncertificated book-entry form made available through Buyer’s transfer agent (unless otherwise determined by Buyer in its sole discretion) pursuant to Article II; (ii) the Bill of Sale, duly executed by ▇▇▇▇▇; (iii) the Purchase Price as set forth in Section 1.3 above6Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; and (iiiv) At the Initial Closing and the Final ClosingIntellectual Property Assignment, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by ▇▇▇▇▇.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a bi▇▇ ▇f sale in the form of Exhibit A true(the “Bi▇▇ ▇f Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit B (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A counterparts of the Assignments of Lease, duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller; (iv) At the Initial Closing, Seller Closing Statement; (v) an amount equal to the cash and cash equivalents included in the Seller Closing Statement by wire transfer of immediately available funds to an account designated by Buyer; (vi) all Books and Records contemplated pursuant to Section 2.01(g); (vii) a certificate certifying that Seller is not a foreign person for purposes of Section 1445 of the Code or that the purchase is otherwise exempt from withholding under Sections 1445 and 1446 of the Code; (viii) all consents to the assignment of the Contracts listed on Section 3.02 of the Disclosure Schedules; (ix) evidence reasonably satisfactory to Buyer that of the Excluded Assets have been transferred or Seller has made arrangements release of any and all Encumbrances (other than Permitted Encumbrances) with respect to transfer the Excluded Assets and fully assumed Purchased Assets; (x) a certificate signed by a Person other than duly authorized representative of Seller certifying as to the Company upon such transfer(s) in accordance with 1.4(d) above; anddue authorization from the board of directors of Seller of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; (vxi) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for consents from the purpose Stockholders holding a majority of evidencing the satisfaction voting power of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, capital stock adopting this Agreement and assignment of all the sale of the Membership Interests Purchased Assets to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closingstock certificate for the Purchase Shares; (ii) the Bi▇▇ ▇f Sale and Assignment and Assumption Agreement duly executed by Buyer; (iii) counterparts of the Assignments of Lease duly executed by Buyer; (iv) counterparts of the employment agreements for Mi▇▇▇▇▇ ▇▇▇▇▇, Je▇▇ ▇▇▇▇▇, Br▇▇▇ ▇▇▇▇▇▇▇ ▇nd Ju▇▇▇▇ ▇▇▇▇▇ ▇uly executed by Buyer; (v) the Buyer Closing Statement in a form acceptable to Seller; (vi) a certificate signed by a duly authorized representative of Buyer certifying as to the due authorization from the board of directors of Buyer of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including the issuance of the Purchase Price Shares; (vii) evidence satisfactory to the Seller as to the exchange of all outstanding convertible notes of the Buyer for Series C Preferred Stock of the Buyer pursuant to the Exchange Agreement set forth as Exhibit C hereto; (viii) evidence satisfactory to the Seller as to the completion of a financing of Buyer prior to Closing or simultaneously therewith, which results in Section 1.3 above6the issuance of additional shares of Series C Preferred Stock to certain investors for gross proceeds to the Company of at least $1,000,000 in cash; (ix) evidence satisfactory to the Seller as to the filing of a certificate of designations of the rights and preferences of the Series D-1 Preferred Stock with the Nevada Secretary of State; (x) evidence satisfactory to the Seller that on or prior to the Closing Date, the current board of directors of the Buyer has adopted resolutions setting the number of directors at four (4) and appointing the persons identified on Schedule A hereto and accepting the resignations of the persons identified on Schedule A hereto from the board of directors of the Buyer, which appointments and resignations will be effective on the later of (1) the Closing Date, or (2) the eleventh (11th) calendar day on which the Buyer meets its information obligations under the Exchange Act, including the filing and mailing of a Schedule 14f-1 related to the foregoing (the “Schedule 14f-1”); (xi) evidence satisfactory to the Seller that on or prior to the Closing Date, the current board of directors of the Purchaser has adopted resolutions appointing the persons identified on Schedule B hereto to the offices of the Buyer as identified therein and remove or obtain resignations from all current officers of the Buyer as identified on Schedule B hereto, which appointments, removals and resignations will be effective as of the Closing Date; and (iixii) At evidence satisfactory to the Initial Seller that on or prior to the Closing Date, the current board of directors of the Buyer has adopted a resolution approving the employment agreements and the Final Closing, such other documents and certificates as Seller may reasonably request consulting agreements for the purpose persons identified on Schedule C, which will be effective as of evidencing the satisfaction of any condition referred to in Section 1.5Closing Date.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to Buyer:Buyer the following (the “Seller Closing Deliverables”): (i) A true, complete a Lease for the Lease Assets in the form of Exhibit E hereto and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingduly executed by Seller; (ii) At a ▇▇▇▇ of sale in the Initial Closingform of Exhibit F hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, conveying to Buyer good and marketable title to all tangible personal property which are a commitment or pay off statement from any lien holder part of the Company Purchased Assets and good and marketable title to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or intangible assets which are a part of the Company have been or will be released upon payment Purchased Assets, free and clear of all liabilities, mortgages, claims, liens and encumbrances (other than the Secured DebtAssumed Liabilities) transferring the Purchased Assets to Buyer; (iii) A an assignment and assumption agreement in the form of Exhibit G hereto (the “Assignment and Assumption Agreement”) and duly executed assignment by Seller, (i) conveying to Buyer all of Seller’s right, title and interest in, to and 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 shall assume the future payment and performance of the Membership Interests evidencing Assumed Liabilities; (iv) a Transition Services Agreement effectuating the transfer 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 terms and conditions substantially similar to Buyer those set forth in the form attached hereto as Exhibit H; (v) for each Assumed Real Property Lease an Assignment and Assumption of the 49% Interest, Lease substantially in the form that attached hereto on Schedule 1.6 of Exhibit I (iii) (the each, an “49% AssignmentAssignment and Assumption of Lease”), and at the Final Closing, a duly executed Assignment of by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized, and the 51% Interest evidencing the transfer to Buyer of the 51% Interest applicable landlord (the documents in (i)-(v) herein together with this Agreement being referred to herein as the “51% AssignmentTransaction Documents”); (ivvi) At a Seller’s Closing Certificate executed by Seller and dated as of the Initial Closing, evidence Closing Date and reasonably satisfactory in form and substance to Buyer Buyer, certifying that (i) each of the Excluded Assets 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 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) 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 transferred waived in writing by Buyer; (vii) a Secretary’s Certificate of Seller dated as of the Closing Date and certifying: (i) 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 the Transactions contemplated by this Agreement; and (ii) to the incumbency and specimen signature of each officer of Seller executing this Agreement, the Lease or the other Transaction Documents to be delivered by Seller has made arrangements pursuant to this Agreement, and a certification by another officer of Seller as to the incumbency and signature of such Secretary; (viii) title certificates, assignments and applications for transfer of title to the Excluded Assets and fully assumed by a Person Seller’s motor vehicles used in the Hospital Operations (other than in the Company upon such transfer(sambulance service); (ix) in accordance with 1.4(d) abovethe CARES Escrow Agreement duly executed by Seller, and Seller shall concurrently deposit the amount of the CARES Escrow Funds thereto; and (vx) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement and the Membership Interests to the BuyerTransactions. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to Seller:Seller the following (the “Buyer Closing Deliverables”): (i) At the Initial ClosingCash Closing Payment; (ii) the Lease duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by 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 duly executed by Buyer and, if necessary, Buyer’s signature shall be witnessed and/or notarized; (vi) the 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 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 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 Purchase Price 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 incumbency and specimen signature of each officer of Buyer executing this Agreement, the Lease or the other Transaction Documents to be delivered by Buyer pursuant to this Agreement, and a certification by another officer of Buyer as set forth in Section 1.3 above6to the incumbency and signature of such Secretary; (viii) the CARES Escrow Agreement duly executed by Buyer; and (iiix) At the Initial Closing and the Final Closing, such other documents customary instruments of transfer, assumption, filings or documents, in form and certificates substance reasonably satisfactory to Seller, as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.5give effect to this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truethe Seller Note, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingduly executed by Seller; (ii) At the Initial ClosingGuaranty Agreement in substantially the form of Exhibit C hereto (the “Guaranty Agreement”), a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtduly executed by Seller; (iii) A the Seller Note Subordination Agreement in substantially the form of Exhibit D hereto, duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller; (iv) At a ▇▇▇▇ of sale in substantially the Initial Closingform of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller. transferring the tangible personal property included in the Purchased Assets to Buyer; (v) an assignment and assumption agreement in substantially the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, evidence effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (vi) intellectual property assignments in substantially the form of Exhibit G hereto (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; (vii) with respect to the Lease, an Assignment and Assumption of Lease and Amendment in substantially the form of Exhibit H hereto (the “Assignment and Assumption of Lease”). duly executed by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings LLC (“Landlord”) and Seller and, if necessary, Seller’s and Landlord’s signature shall be witnessed and/or notarized; (viii) the Seller Closing Certificate in substantially the form of Exhibit I hereto; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) the employment agreement between Buyer that and Brien in substantially the Excluded Assets have been transferred or Seller has made arrangements to transfer form of Exhibit J hereto (the Excluded Assets and fully assumed “Brien Employment Agreement”), duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveBrien; and (vxii) At the Initial Closing mutually agreed upon non-competition, non-solicitation and Final Closingnon-disparagement agreements between Buyer and Brien and Krinis in substantially the form of Exhibit K hereto (the “Non-Compete Agreements-), such other documents duly executed by Brien and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4Krinis, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerrespectively. (b) At the Initial Closing and Closing. Buyer shall deliver to Seller the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Sellerfollowing: (i) At the Initial Closing, cash portion of the Purchase Price as set forth in pursuant to Section 1.3 above62.05(a) above; (ii) the Seller Note, duly executed by Buyer; (iii) the Guaranty Agreement, duly executed by ▇▇▇▇▇▇▇▇ Holding Companies, Inc.; (iv) the Assignment and Assumption Agreement duly executed by Buyer; (v) with respect to the Lease, an Assignment and Assumption of Lease duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f); (viii) the Brien Employment Agreement, duly executed by Buyer; and (iiix) At the Initial Closing and the Final ClosingNon-Compete Agreements, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by Buyer.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale in form and substance satisfactory to Buyer and Seller (the “Bill of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer and Seller (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed an assignment of the Membership Interests evidencing the transfer in form and substance satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) and Seller (the “49% Intellectual Property Assignment”), ) and at the Final Closing, a duly executed Assignment by Seller, transferring all of Seller’s right, title and interest in and to the 51% Interest evidencing Intellectual Property Registrations included in the transfer Purchased Assets to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At such other customary instruments of transfer or assumption, filings or documents, including, to the Initial Closingextent applicable, evidence any certificates of title, in form and substance reasonably satisfactory to Buyer that Buyer, as may be required to give effect to the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed transactions contemplated by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) abovethis Agreement; and (v) At a real property lease in form and substance satisfactory to Buyer and Seller (the Initial Closing “Lease”) and Final Closingduly executed by S▇▇▇▇▇, leasing such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all portion of the Membership Interests real property owned by Seller to Buyer at no cost for three months after the BuyerClosing to allow Buyer to conduct an on-premise auction to sell surplus equipment. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6by wire transfer of immediately available funds; (ii) the Assignment and Assumption Agreement duly executed by B▇▇▇▇; (iii) the Lease duly executed by B▇▇▇▇; (iv) a Seller Resale Certificate (Form ST-120 of the New York State Department of Taxation and Finance) executed by the Buyer confirming the Inventory was purchased for resale; and (iiv) At an Exempt Use Certificate (Form ST-121 of the Initial Closing New York State Department of Taxation and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Finance) executed by B▇▇▇▇.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver deliver, or cause to be delivered delivered, to Buyer: : (i) A trueone or more bills of sale in substantially the form attached hereto as Exhibit B ("▇▇▇▇ of Sale") for the Assets, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closing; (ii) At an assignment and assumption agreement in substantially the Initial Closingform attached hereto as Exhibit C (the "Assignment and Assumption Agreement"), a commitment or pay off statement from any lien holder and such other instruments as Buyer has reasonably requested in order to effect the assumption of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindAssumed Customer Contracts, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A a lease agreement in substantially the form attached hereto as Exhibit D ("Lease Agreement"), duly executed assignment by the owner of the Membership Interests evidencing Facility (the transfer "Landlord") pursuant to which Buyer will lease the Facility with such terms and conditions that are mutually satisfactory to Buyer of and Landlord, which terms will not be substantially different from the 49% Interestexisting lease but for the term (which will not exceed twelve (12) months) and limitations on Buyer's liabilities thereunder, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At an escrow agreement in substantially the Initial Closingform attached hereto as Exhibit E ("Escrow Agreement"), evidence reasonably (v) a transition services agreement in substantially the form attached hereto as Exhibit F ("Transition Services Agreement") pursuant to which Seller agrees to provide ongoing services in continuation of the Business after Closing on terms and conditions mutually satisfactory to Buyer and Seller, (vi) assignments of all Intellectual Property with separate assignments of all registered Marks, Patents and Copyrights, (vii) evidence satisfactory to Buyer in its sole discretion that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person Business are free and clear of all Liens and indebtedness of any kind or nature whatsoever and that all of Seller's obligations and liabilities relating thereto, other than the Company upon such transfer(sAssumed Liabilities, have been paid and satisfied in full, (viii) a certificate of Seller in accordance form satisfactory to Buyer in its sole discretion to the effect that (A) each of the representations and warranties contained in this Agreement is true and correct in all material respects as of the Closing with 1.4(d) above; and (v) At the Initial Closing same effect as if made on and Final as of the Closing, except for the representations and warranties that are qualified by materiality, which shall be true and correct in all respects, and (B) Seller has complied with, fulfilled and performed each of the covenants, terms and conditions to be complied with, fulfilled or performed by it under this Agreement, (ix) an opinion of counsel satisfactory to Buyer in its sole discretion covering the matters set forth in Exhibit G, (x) releases from the holders of at least 95% of the Issued Shares, each in substantially the form attached hereto as Exhibit H, and (xi) such other documents documents, instruments, certificates and certificates agreements from the Seller Parties as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to requested by Buyer, each in Section 1.4, including but not limited to documentation a form reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: : (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and Price, (ii) At the Initial Assignment and Assumption Agreement, (iii) the Lease Agreement, (iv) the Escrow Agreement, (v) the Transition Services Agreement, and (vi) a certificate of Buyer to the effect that (A) each of the representations and warranties contained in this Agreement is true and correct in all material respects as of the Closing with the same effect as if made on and as of the Final Closing, such other documents and certificates as Seller may reasonably request except for the purpose representations and warranties that are qualified by materiality, which shall be true and correct in all respects, and (B) Buyer has complied with, fulfilled and performed each of evidencing the satisfaction of any condition referred covenants, terms and conditions to in Section 1.5be complied with, fulfilled or performed by it under this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, The Seller will Parties shall deliver or cause to be delivered to Buyerthe Purchaser: (i) A if so requested by the Purchaser prior to the Closing, at Closing, a certificate executed by a duly authorized officer of the Seller Parties certifying that each of the Seller Parties’ representations and warranties set forth in Article II is true, accurate and complete and correct copy of a current certificate of good standing as of the Company from the Secretary of State of Oklahoma at the Initial ClosingClosing Date; (ii) At the Initial at Closing, an assignment, assumption, termination and acknowledgement agreement, substantially in the form attached hereto as Exhibit A (the “Assignment, Assumption, Guaranty Termination and Acknowledgement Agreement”), executed by a commitment or pay off statement from any lien holder duly authorized officer of the Company to deliver File-stamped copies Seller Parties, evidencing, among other things, (i) the transfer of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, the Seller’s entire Membership Interest to the reasonable satisfaction of BuyerPurchaser at the Closing, evidencing all Liens or Liabilities with respect to (ii) the Membership Interests or assets termination of the Company have been or will be released upon payment Guaranty, dated as of January 15, 2015 (the “Guaranty”), by and between SNI and CCI and (iii) the continuation of the Secured DebtTax Matters Agreement, dated as of December 15, 2009, by and among Scripps, the Seller Parties, Company, and TCM Sub, LLC (as amended, the “Tax Matters Agreement”) in full force and effect after the Closing as further described in Section 3 of the Assignment, Assumption, Guaranty Termination and Acknowledgement Agreement; (iii) A duly executed assignment at Closing, a certification of the Membership Interests evidencing the transfer to Buyer non-foreign status of the 49% InterestSeller, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)as Exhibit B; (iv) At the Initial at Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer resignation of each Member Representative designated by Seller, effective as of the Excluded Assets and fully assumed by a Person other than Closing, substantially in the Company upon such transfer(s) in accordance with 1.4(d) aboveform attached hereto as Exhibit C (collectively, the “Representative Resignations”); and (v) At any other instructions, instruments, documents or agreements of conveyance or transfer necessary or desirable to transfer to and confirm in the Initial Closing Purchaser all right, title and Final Closing, such other documents interest in and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s saleMembership Interest, transfer, and assignment of all of as reasonably requested by the Membership Interests to the BuyerPurchaser. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will Scripps shall deliver or cause to be delivered to the Seller: (i) At the Initial at Closing, the Purchase Price as in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Seller to the Purchaser prior to the Closing; (ii) if so requested by the Seller prior to the Closing, at Closing, a certificate executed by a duly authorized officer of Scripps certifying that each of the Purchaser’s and SNI’s representations and warranties set forth in Section 1.3 above6Article III is true, accurate and complete as of the Closing Date; (iii) at Closing, the Assignment, Assumption, Guaranty Termination and Acknowledgement Agreement, executed by a duly authorized officer of the Purchaser, SNI and the Company; (iv) at Closing, the Representative Resignations, executed by a duly authorized officer of the Company; and (iiv) At any other instructions, instruments, documents or agreements of assumption necessary or desirable to evidence the Initial assumption by the Purchaser of the obligations relating to events occurring after the Closing and with respect to the Final Closing, such other documents and certificates as Seller may reasonably request for Seller’s Membership Interest pursuant to the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Operating Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will the Sellers shall deliver or cause procure the delivery to be delivered to Buyerthe Purchaser of the following: (i) A true, complete and correct copy of evidence in a current certificate of good standing form reasonably satisfactory to the Purchaser of the Company from satisfaction of the Secretary of State of Oklahoma at the Initial Closingconditions set out in Section 8.1; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder duly executed transfers of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, Shares to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to Purchaser and the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debtrelevant share certificates; (iii) A duly a waiver in the agreed form, executed assignment as a deed by the Sellers, of any pre-emption or other rights which they have under the articles of association or otherwise, and any documents or consents necessary to enable the Purchaser to be registered as the holder of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Shares; (iv) At an executed irrevocable power of attorney in favour of the Initial Purchaser empowering the Purchaser to exercise the Sellers' rights as shareholders of the Company pending stamping and registration of the transfers referred to in Section 4.2(a)(ii) above; (v) the articles of association (or equivalent) of the Company and each Subsidiary and the statutory books (or equivalent) of the Company and each Subsidiary and each minute book or other book required to be kept by the Company and each Subsidiary pursuant to the Companies Act (or equivalent) complete up to (but not including) Closing and the common seal (if any) of the Company and each Subsidiary; (vi) share certificates for all of the issued shares in the capital of each Subsidiary and duly executed transfers and declarations of trust in respect of any shares which are beneficially owned by but not registered in the name of the Company or a Subsidiary; (vii) subject to the payment of the Bank Debt at Closing, a release in the agreed form (such agreement not to be unreasonably withheld) from the Bank of Scotland in respect of each guarantee and charge of the Company or its Subsidiaries, together with evidence reasonably satisfactory to Buyer that the Excluded Assets Forms 403 have been transferred delivered to the Registrar of Companies in respect of each charge of the Company and its Subsidiaries and a release in the agreed form in respect of each guarantee or Seller has made arrangements to transfer charge of the Excluded Assets Company and fully assumed by a Person its Subsidiaries other than in connection with the Bank Debt; (viii) confirmation by the Sellers in the agreed form that: (A) there are no subsisting guarantees, indemnities or similar arrangements given by the Company upon such transfer(sor a Subsidiary in favour of the Seller or any Affiliate of a Seller; (B) in accordance with 1.4(d) aboveno Seller or any Affiliate of a Seller is indebted to the Company or any Subsidiary; and (vC) At there are no amounts owing to the Initial Closing Sellers or any Affiliate of a Seller by the Company or any Subsidiary; (ix) resignation letters in the agreed form signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Final ▇▇▇▇▇ ▇▇▇▇▇▇▇, acknowledging that each has no claim against the Company or any Subsidiary in respect of breach of contract, compensation for loss of office, redundancy, unfair dismissal or on any other grounds whatsoever; (x) a certificate in the agreed form attached at Exhibit J confirming that no fact or circumstance has occurred which would make a representation or warranty set out in Article V untrue or inaccurate when repeated at the Closing; (xi) the Escrow Agreement and the Loan Note Escrow Agreement duly executed by the Sellers; (xii) the Compromise Agreements in the agreed form attached at Exhibit C duly executed by the relevant Sellers; (xiii) the Lease Agreement duly executed by Matrix Engineered Systems Limited (f/k/a Matrix International Limited); (xiv) the Transitional Services Agreement duly executed by Matrix Engineered Systems Limited (f/k/a Matrix International Limited); (xv) all documents of title, such certificates, deeds, written licenses and other documents and certificates as Buyer may reasonably request for records (in all media) relating to Intellectual Property; (xvi) the purpose board minutes of evidencing the satisfaction of any condition referred Company in the agreed form authorizing the Employee Bonuses, together with a certification in the agreed form, signed by each employee entitled to in Section 1.4such Employee Bonus; (xvii) the Baldrey Consultancy Agreement duly executed by the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xviii) the ▇▇▇▇▇▇▇ Consultancy Agreement duly executed by Inertia Dynamics, including but not limited to documentation Inc and Inertia Dynamics, LLC (or such other corporate entity reasonably acceptable to the Buyer evidencing Seller’s salePurchaser); (xix) the Deed of Termination duly executed by Bibby Group Limited and ▇▇▇▇ ▇▇▇▇▇▇; (xx) evidence, transferin a form acceptable to the Purchaser, that (i) the accrued but unpaid dividends payable in connection with the preference shares in Hay Hall Group Limited have been waived and assignment (ii) any and all consents and approvals required in connection therewith have been obtained; (xxi) evidence, in a form acceptable to the Purchaser, that any debts owed by Hay Hall Tyseley Limited, Hay Hall Trustees Limited and Stainless Steel Tubes Limited to The Hay Hall Group Limited have been capitalised; and (xxii) the written members' resolution and new articles of all association, each in the agreed form, in relation to the redesignation of the Membership Interests to the Buyershare capital of Hay Hall Holdings Limited. (b) At the Initial Closing the Sellers shall procure that the directors of the Company and the Final Closingeach Subsidiary, as applicablewhere appropriate, Buyer will deliver or cause to be delivered to Sellershall hold a board meeting at which: (i) At the Initial Closingtransfer of the Shares (subject to stamping) to the Purchaser be approved for registration in the Company's books; (ii) such persons as the Purchaser nominates be appointed as directors and secretary and auditors of the Company and the Subsidiaries for the purposes of the approval of the Baldrey Consultancy Agreement, the Purchase Price as set forth ▇▇▇▇▇▇▇ Consultancy Agreement and the Compromise Agreements; (iii) the resignations referred to in Section 1.3 above64.2(a)(ix) are submitted and accepted with effect from the close of the board meeting; (iv) the existing bank mandate for the Company and each Subsidiary be revoked or amended to include specimen signatures of persons nominated by the Purchaser; (v) the entering into of the Compromise Agreements be approved; and (iivi) the entering into of Lease Agreement and the Transitional Services Agreement be approved. (c) At the Initial Closing the Sellers shall repay or procure to be repaid all amounts owing at the Closing Date to the Company or any Subsidiary from any Seller or any Affiliate of a Seller, whether due for payment or not. (d) At the Closing the Purchaser shall deliver or procure the delivery to the Sellers of the following: (i) the Loan Notes duly executed by or on behalf of the Purchaser or its designated Affiliate who purchases the B Shares in the amounts set forth on Exhibit A; (ii) the Escrow Agreement duly executed by the Purchaser; (iii) the Loan Note Escrow Agreement duly executed by the Purchaser or its designated Affiliate; (iv) the payment of the Purchase Price and other amounts as contemplated by Section 3.2; and (v) the Final ClosingTransitional Services Agreement duly executed by Matrix International Limited (f.k.a. Matrix Engineering Limited). (e) The Purchaser shall not be obliged to complete this Agreement until the Sellers fully comply with the requirements of Sections 4.2(a), such other documents (b) and certificates as Seller may reasonably request for (c). (f) The Sellers shall not be obliged to complete this Agreement until the purpose Purchaser fully complies with the requirements of evidencing Sections 4.2(d). (g) If either the satisfaction Sellers or the Purchaser shall default in any of any condition their respective obligations referred to in Sections 4.2(e) or 4.2(f) on the Closing Date, the Sellers or the Purchaser (whichever is the non-defaulting party) may, without prejudice to any other rights or remedies they may have: (i) defer the Closing to a date not more than 20 Business Days after the date, or the Termination Date, whichever is earlier (in which case this Section 1.54.2 shall apply to the Closing as so deferred); or (ii) proceed to the Closing so far as is practicable (including at the Purchaser's option, completion of purchase of only some of the Shares). (h) The Purchaser shall not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously, but the completion of the purchase of some of the Shares will not affect the rights of the Purchaser with respect the purchase of the others.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale in form and substance satisfactory to Buyer and Sellers (the “Bill of Sale”) and duly executed by S▇▇▇▇▇▇, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer and Sellers (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by Sellers, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed an assignment of the Membership Interests evidencing the transfer in form and substance satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% AssignmentIntellectual Property Assignments”), ) and at the Final Closing, a duly executed Assignment by Sellers, transferring all of Sellers’ right, title and interest in and to the 51% Interest evidencing the transfer Intellectual Property to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At the Initial Closing, evidence reasonably Transition Services Agreement in form and substance satisfactory to Buyer that (the Excluded Assets have been transferred “Transition Services Agreement”) and duly executed by Seller; (v) the License Agreement (the “License Agreement”) and duly executed by S▇▇▇▇▇; (vi) a certificate of the Secretary (or equivalent officer) of each Seller has made arrangements certifying as to transfer (A) the Excluded Assets resolutions of the board of directors or board of managers and, if applicable, the shareholders or members of each Seller, which authorize the execution, delivery, and fully assumed performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignments, the Transition Services Agreement, the License 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 each Seller authorized to sign this Agreement and the other Transaction Documents; (vii) evidence satisfactory to Buyer of the release of the liens evidenced by a Person other than UCC File No. 93759385, originally filed January 8, 2024, in favor of Prestige Capital Finance, LLC as secured party; (viii) payment to Buyer, in immediately available funds, via wire, of all Buyer Transaction Expenses accrued as of the Company upon such transfer(s) in accordance with 1.4(d) aboveClosing, less $100,000.00; and (vix) At the Initial Closing and Final Closing, such other documents customary instruments of transfer or assumption, filings, or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyertransactions contemplated by this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSellers the following: (i) At a Promissory Note of Buyer, as lender, in favor of Parent, as borrower, in the Initial Closingprincipal aggregate amount of $10,000,000.00, in the Purchase Price as form set forth in Section 1.3 above6on Exhibit A (the “Promissory Note”); (ii) the Assignment and Assumption Agreement duly executed by B▇▇▇▇; (iii) the Intellectual Property Assignments duly executed by B▇▇▇▇; (iv) the Transition Services Agreement duly executed by B▇▇▇▇; and (iiv) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5License Agreement duly executed by B▇▇▇▇.

Closing Deliverables. (a) At the Initial Closing, Buyer shall deliver or cause to be delivered to Seller: (i) the Cash Consideration determined in accordance with Section 2.2; (ii) a certificate signed by Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (iii) a counterpart of the Escrow Agreement, duly executed by Buyer and the Final Escrow Agent; and (iv) such other duly executed documents and certificates as may be required or reasonably requested to be delivered by the Buyer pursuant to the terms of this Agreement. (b) At the Closing, as applicable, Seller will shall deliver or cause to be delivered to Buyer: (i) A truestock certificates representing the Company Stock as of the Closing Date, complete duly endorsed in blank by Seller or with duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Buyer, with appropriate transfer stamps, if any, affixed; (ii) a certificate signed by each of Seller and correct copy the Company, dated as of the Closing Date, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; (iii) a current counterpart of the Escrow Agreement, duly executed by the Seller and the Escrow Agent; (iv) pay-off letters or an acknowledgement of discharge, as applicable, reasonably acceptable in form and substance to Buyer and issued by the holders of the Debt Amount as of the Closing Date, setting forth the amounts required to repay such Debt Amount in full on the Closing Date; (v) evidence in form and substance reasonably satisfactory to Buyer of release of all Liens on the Company Stock or any assets of the Company including any Owned Real Property (other than those Liens created by Buyer and transfer restrictions under applicable securities Laws and other than Permitted Liens), as well as forms of UCC-3 termination statements, and any other documentation in form and substance reasonably satisfactory to Buyer evidencing the release of all such Liens; (vi) written resignations of each director and officer of the Company listed in Section 7.11 of Seller Disclosure Schedule, effective as of the Closing Date; (vii) a certificate from the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3); provided, however, that notwithstanding anything to the contrary herein, if the Company fails to deliver such certificate and Buyer elects to proceed with the Closing, then Buyer shall be entitled to withhold any amounts required to be withheld pursuant to Section 1445 of the Code from the Cash Consideration; (viii) a certificate of good standing of the Company from issued by the Secretary of State of Oklahoma at the Initial Closing; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder its jurisdiction of organization for each of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindand its Subsidiaries, if any exist, in each case dated no earlier than five (5) Business Days prior to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveanticipated Closing Date; and (vix) At the Initial Closing and Final Closing, such other duly executed documents and certificates as Buyer may be required or reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause requested to be delivered by the Seller or the Company pursuant to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose terms of evidencing the satisfaction of any condition referred to in Section 1.5this Agreement.

Closing Deliverables. (a) At Subject to the Initial Closing terms and conditions hereof (including Section 2.07), at the Final Closing, as applicable, Seller will shall deliver (or cause to be delivered delivered) to Buyer: (i) A trueif any Transferred Interests or JV Interests are certificated, complete the certificates representing such Transferred Interests and/or JV Interests being purchased hereunder, accompanied by instruments of transfer or assignment endorsed in blank by the appropriate Equity Seller or JV Seller or as otherwise required by the applicable Law and correct copy of a current certificate of good standing dated as of the Company from Closing Date, or such other instruments of assignment required under applicable Law to effect the Secretary transfer of State of Oklahoma at the Initial Closingsuch Transferred Interests and/or JV Interests; (ii) At if any Transferred Interests or JV Interests are not certificated, an assignment and conveyance instrument duly executed by the Initial Closing, a commitment appropriate Equity Seller or pay off statement from any lien holder JV Seller and dated as of the Company Closing Date, conveying the Transferred Interests or JV Interests to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens in form and substance acceptable to Buyer, or Liabilities with respect such other instruments of assignment required under applicable Law to effect the Membership transfer of such Transferred Interests or assets of the Company have been or will be released upon payment of the Secured Debtand/or JV Interests; (iii) A 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 assignment 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 Membership Interests evidencing Parties prior to the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) Closing (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% AssignmentTransition 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, in form 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 and 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 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 the real property in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “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 in a form, and containing such terms and conditions as reasonably agreeable to the 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 by Seller; (ii) to Seller, the Share Consideration; (iii) to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the allotment and issue to Seller of the Share Consideration and the registration of the Share Consideration in Buyer’s register of members in the name of Seller; (iv) At the Initial Closingto Seller, evidence reasonably satisfactory to Buyer Seller that the Excluded Assets have Share Consideration has been transferred allotted and issued to Seller in compliance with section 708A(5) of the Corporations ▇▇▇ ▇▇▇▇ (Cth) (the “Corporations Act”); (v) to Seller, evidence reasonably satisfactory to Seller that the Share Consideration has been registered in Buyer’s register of members in the name of Seller; (vi) to Seller, the CHESS holding statement for the Share Consideration; (vii) to Seller, a duly executed counterpart to the Transition Services Agreement, each of the Subleases, the Assignment Agreements and the License Agreements; (viii) to Seller, a duly executed assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer and Seller (the “Assumption Agreement”) from Buyer or Seller has made arrangements to transfer each applicable Buyer Designee in respect of the Excluded Assets and fully Assumed Liabilities assumed by it pursuant to this Agreement; (ix) 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 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; (x) to Seller, evidence of all insurance obtained pursuant to Section 5.12; (xi) to Seller, the closing certificate of Buyer as provided for in Section 8.03(d); (xii) to Seller, a Person other than certified copy of the Company upon such transfer(s) in accordance with 1.4(d) aboveresolutions 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; and (vxiii) At to Seller, any other documents, instruments, or agreements contemplated by this Agreement or as are reasonably necessary to fully consummate the Initial Closing transactions contemplated by this Agreement, in each case in form and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation substance reasonably acceptable to the Buyer evidencing and Seller’s sale, transferduly executed, and assignment of all dated as of the Membership Interests to the BuyerClosing Date. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truethe B▇▇▇ of Sale and Assignment and Assumption Agreement duly executed by Seller, complete transferring the Purchased Assets to Buyer and correct copy of a current certificate of good standing effecting the assignment to and assumption by Buyer of the Company from Purchased Assets and the Secretary of State of Oklahoma at the Initial ClosingAssumed Liabilities; (ii) At assignments, in form and substance mutually satisfactory to Buyer and Seller (the Initial Closing“Intellectual Property Assignments”), a commitment or pay off statement from any lien holder duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindtrademark 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 existany, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer a non-competition and non-solicitation agreement, in form and substance mutually satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) and Seller (the “49% AssignmentNon-Competition Agreement”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller and Stockholder; (iv) At the Initial Closinga lease agreement, evidence reasonably in form and substance mutually satisfactory to Buyer that and Seller (the Excluded Assets have been transferred or “Real Property Lease”), duly executed by Chardan Properties, LLC, an Ohio limited liability company and affiliate of Seller, leasing 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 “Consulting Agreement”), duly executed by DJM Consulting, LLC, governing the post-Closing consulting relationship between Buyer and DJM Consulting, LLC; (vi) copies of all consents, approvals, waivers and authorizations referred to in Section 3.3 below; (vii) a certificate of the Secretary of Seller has made arrangements certifying as to: (A) the resolutions of the board of directors and sole stockholder 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 transfer sign this Agreement and the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) abovedocuments to be delivered hereunder; and (vviii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance mutually satisfactory to the BuyerBuyer and Seller, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial ClosingCash Consideration, by wire transfer of immediately available funds in accordance with the Purchase Price as wire transfer instructions set forth in Section 1.3 above6Schedule 2.2(b)(i) attached hereto; (ii) the Promissory Note, duly executed by Buyer; (iii) the B▇▇▇ of Sale and Assignment and Assumption Agreement, duly executed by Buyer; (iv) the Non-Competition Agreement, duly executed by Buyer; (v) the Real Property Lease, duly executed by Buyer; (vi) the Consulting Agreement, duly executed by Buyer; and (iivii) At a certificate of the Initial Closing Secretary 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 Final Closing, such other transactions contemplated hereby; and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5be delivered hereunder.

Closing Deliverables. (a) At or prior to the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to BuyerPurchaser the following: (i) A trueMembership Interest Assignment Agreement, complete duly and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingvalidly executed by Seller; (ii) At the Initial ClosingRestrictive Covenant Agreement, a commitment or pay off statement from any lien holder duly and validly executed by Parent and Seller; (iii) Each of the Company other Transaction Documents, duly and validly executed by Parent and Seller to deliver Filethe extent party thereto; (iv) Written resignations (including customary general releases in favor of JV Entity) of each of the managers and officers of the JV Entity; (v) A certificate duly and validly executed by an officer of the Seller that the conditions set forth in Section 7.1 and Section 7.3 have been fulfilled; (vi) A certificate of non-stamped copies foreign status of Seller satisfying the requirements of U.S. Treasury Regulations § 1.1445-2(b)(2); (vii) General releases (except in respect of this Agreement) in favor of the Companies and Purchaser, in the form of Exhibit E-1, delivered by Seller; (viii) UCC-3 termination statements and/or copies and deeds of lien releases or other documents of reconveyance evidencing that any kind, if any exist, to Liens against the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to Companies and their respective assets and properties arising under the Membership Interests or assets of the Company Credit Agreement have been or will be released upon payment the Closing in accordance with the terms hereof, if Purchaser has taken all necessary actions to cause and enable the Companies to satisfy all of their obligations, including repaying all outstanding amounts, under the Credit Agreement as of the Secured DebtClosing; (iiiix) A duly executed assignment of UCC-3 termination statements (if applicable) that any applicable Liens (if any) against the Membership Interests evidencing Transferred and Redeemed Interest have been released upon the transfer to Buyer of Closing in accordance with the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)terms hereof; (ivx) At A commitment from a title company selected by Purchaser in its sole discretion to issue, at the Initial Closing, evidence an ALTA extended coverage owners’ policy of title insurance, insuring MDDC’s fee simple estate in the Owned Real Property and MDDC’s leasehold estate in the Leased Real Property, in form and substance reasonably satisfactory acceptable to Buyer Purchaser; (xi) Certificates issued by the appropriate Governmental Body, dated as of a date that is within five (5) days prior to the Excluded Assets have been transferred or Seller has made arrangements to transfer Closing Date, evidencing the Excluded Assets good standing of Seller, and fully assumed by a Person other than each of the Company upon such transfer(s) Companies in accordance with 1.4(d) abovetheir jurisdiction of organization; and (vxii) At the Initial Closing Redemption Agreement, duly and Final Closing, such other documents validly executed by Parent and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At or prior to the Initial Closing and the Final Closing, as applicablePurchaser will deliver, Buyer will deliver or cause to be delivered delivered, to SellerSeller the following: (i) At The Estimated Closing Payment; (ii) Restrictive Covenant Agreement, duly and validly executed by Purchaser; (iii) Each of the Initial Closingother Transaction Documents, duly and validly executed by Purchaser to the Purchase Price as extent party thereto; (iv) A certificate duly and validly executed by an officer of Purchaser that the condition set forth in Section 1.3 above68.1 has been fulfilled; (v) General releases (except in respect of this Agreement) in favor of the ▇▇▇▇ Parties, in the form of Exhibit E-2, delivered by the Companies, Purchaser and MGM Member (including in respect of the JV Operating Agreement to the extent set forth therein); and (iivi) At Certificates issued by the Initial appropriate Governmental Body, dated as of a date that is within five (5) days prior to the Closing and the Final ClosingDate, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction good standing of any condition referred to Purchaser in Section 1.5its jurisdiction of organization.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A true, complete acknowledgement from South State bank that the outstanding line of credit in the amount of $342,742.00 was paid in full along with a UCC release of any and correct copy of a current certificate of good standing all liens and/or security interest held by South State bank on any assets of the Company from the Secretary of State of Oklahoma at the Initial Closing;Seller. (ii) At a b▇▇▇ of sale in form and substance satisfactory to Buyer (the Initial Closing“B▇▇▇ of Sale”) and duly executed by Seller, a commitment or pay off statement from any lien holder of transferring the Company tangible and intangible property included in the Purchased Assets to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment of the Membership Interests evidencing the transfer to and assumption by Buyer of the 49% Interest, substantially in Purchased Assets and the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Assigned Contracts; (iv) At one or more assignment(s) in form and substance satisfactory to Buyer (the Initial Closing“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; (v) 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 Seller; one or more certificates of the Secretary or Assistant Secretary (or equivalent officer) of Seller, (A) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors, members and/or managers of Seller and Seller’s Executives 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 transaction contemplated hereby and thereby, and (B) certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (vii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business; (viii) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted; (ix) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement; (x) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that the Excluded Assets such bulk sale requirements have been transferred or Seller has made arrangements to transfer fulfilled by Seller; (xi) the Excluded Assets and fully assumed Executive Employment Agreements duly executed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveeach Executive; and (vxii) At the Initial Closing any and Final Closing, such all other documents and certificates reasonably requested by Buyer or its counsel to consummate Closing as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to contemplated in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerthis Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, Any portion of the Purchase Price due upon IPO Closing as set forth in Section 1.3 above61.4(a) (if by wire transfer, to an account designated writing by Seller to Buyer); (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the Executive Employment Agreements duly executed by the Buyer; and (iiv) At the Initial Closing and the Final Closing, such any other documents and certificates reasonably requested by Seller or its counsel to consummate Closing as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to contemplated in Section 1.5this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers shall deliver or cause to be delivered to Buyer: Buyer the following: (i) an assignment and assumption agreement in the form of Exhibit A truehereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, complete effecting the assignment to and correct copy of a current certificate of good standing assumption by Buyer of the Company from Purchased Assets and the Secretary of State of Oklahoma at the Initial Closing; Assumed Liabilities; (ii) At an assignment in the Initial Closingform of Exhibit B hereto (the “Intellectual Property Assignment Agreement”) and duly executed by each applicable Seller, a commitment or pay off statement from any lien holder transferring all of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindeach Seller’s right, if any exist, title and interest in and to the reasonable satisfaction of Intellectual Property Assets that constitute Purchased Assets to Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; ; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Master Subscription Agreement in the form that attached of Exhibit C hereto on Schedule 1.6 (iii) (the “49% AssignmentMaster Subscription Agreement”), ) and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); by each applicable Seller; (iv) At A duly completed and executed IRS Form W-9 from each Seller dated as of the Initial ClosingClosing Date; (v) the consents listed on Section 3.02(a)(v) of the Disclosure Schedules; (vi) documentation satisfactory to Buyer in its sole discretion evidencing the release, evidence reasonably or authorizing the release, of any Encumbrances existing as of the Closing Date on any of the Purchased Assets except with regard to any Assumed Liabilities as expressly approved by Buyer; (vii) documentation satisfactory to Buyer that each of the Excluded Assets have Offered Employees that has accepted an offer of employment with Buyer (each, an “Accepting Employee”) effective following the Closing has been transferred or Seller has made arrangements terminated by the applicable Seller; (viii) to transfer the Excluded Assets extent reasonably practicable, and fully assumed by a Person other than the Company upon such transfer(swithin ninety (90) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final days after Closing, such other documents and certificates as Buyer may reasonably request all SuperSalon data for all Franchisees using the purpose of evidencing SuperSalon branded Software which is stored in Sellers’ data warehouse that is used by Sellers to migrate customers from the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable SuperSalon branded Software to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.Opensalon Pro Software;

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers shall deliver or cause to be delivered to Buyer: Buyer the following: (i) A truea bill of sale in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Sellers, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial Closing; Purchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by ▇▇▇▇▇▇▇, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company Purchased Assets and the Assumed Liabilities; (iii) assignments in form and substance satisfactory to deliver File-stamped copies Buyer (the “Intellectual Property Assignments”) and duly executed by Sellers, transferring all of UCC-3 termination statements and/or copies of lien releases or other documents of any kindSellers’ right, if any exist, title and interest in and to the reasonable satisfaction of Intellectual Property Assets to Buyer, evidencing all Liens or Liabilities ; (iv) with respect to each parcel of Owned Real Property, a general warranty deed in form and substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by Sellers; (v) a power of attorney in form and substance satisfactory to Buyer and duly executed by Sellers; (vi) the Membership Interests or assets Sellers Closing Certificate; (vii) the FIRPTA Certificate; (viii) the certificates of the Company have been Secretary or will be released upon payment Assistant Secretary of the Secured Debt; Sellers required by Section 7.01(k) and Section 7.01(l); (iiiix) A duly executed assignment such other customary instruments of the Membership Interests evidencing the transfer to Buyer of the 49% Interesttransfer, substantially assumption, filings, or documents, in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence substance reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements Buyer, as may be required to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred give effect to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerthis Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to Seller: Sellers the following: (i) At 50% of the Initial ClosingPurchase Price, less the Purchase Price as set forth Holdback Amount, by wire transfer of immediately available funds to an account designated in Section 1.3 above6writing by Sellers to Buyer; and (ii) At the Initial Assignment and Assumption Agreement duly executed by Buyer; (iii) the Buyer Closing Certificate; (iv) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.02(g) and Section 7.02(h); and (v) The proof of removal of Selling Persons as personal guarantors on the Ameristate Bank Loan and the Final Closing, such other documents and certificates as Seller may reasonably request for SBA Loan to the purpose of evidencing the satisfaction of any condition referred to in Section 1.5extent applicable.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a bill of sale in the form of Exhibit A trueattached hereto (the “Bill of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit B attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Contract Manufacturing Agreement in the form that of Exhibit C attached hereto on Schedule 1.6 (iii) (the “49% AssignmentContract Manufacturing Agreement”), ) and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller; (iv) At a certificate of the Initial Closing, evidence reasonably satisfactory to Buyer Managing Director of Seller certifying that (A) the Excluded Assets have been transferred or Seller has made arrangements full legal capacity and is duly incorporated and validly existing under the laws of their state of incorporation and is entitled to, has full capacity to, and is not restricted by any public, corporate or contractual obligation, by any judicial or administrative writ, to transfer enter into and execute the Excluded Assets Agreement, the Assignment and fully assumed by a Person Assumption Agreement, the Contract Manufacturing Agreement, and the other than agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Company upon such transfer(sClosing (collectively, the “Transaction Documents”) in accordance with 1.4(dand the consummation of the transactions contemplated hereby and thereby, for which it has obtained all necessary consents of its bodies, and (B) abovethe Managing Director is authorized to sign this Agreement and the other Transaction Documents; and (v) At the Initial Closing and Final ClosingIRS Form W-8BEN-E, duly executed by Seller; (vi) such other documents customary instruments of transfer or assumption, filings, or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyertransactions contemplated by this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, Assignment and Assumption Agreement duly executed by B▇▇▇▇; (ii) the Purchase Price as set forth in Section 1.3 above6Contract Manufacturing Agreement duly executed by B▇▇▇▇; and (iiiii) At a certificate of the Initial Closing 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 Final ClosingTransaction 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. (c) The Closing Payment shall be paid by the Buyer no later than 5 business days starting from the Closing Date. (d) The Seller confirms that prior to the date of this Agreement it has prepared technical documentation related to the Purchased Assets as agreed by the Parties (“Technical Documentation”) which is saved on a cloud drive. (e) After the Closing Payment is credited onto the Seller’s bank account and such transfer is confirmed by the Seller and/or its legal representative, the Seller’s legal representative shall, without undue delay, provide the Buyer’s legal representative with the encryption code and other documents and certificates as Seller may reasonably request necessary information for retrieving the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Technical Documentation.

Closing Deliverables. The following deliveries shall be made at the Closing: (a) At the Initial Closing and the Final ClosingSeller shall deliver, as applicable, Seller will deliver or cause to be delivered delivered, to BuyerBuyer or the Title Company, as applicable: (i) A truewith respect to each parcel of Owned Real Property, complete a duly executed deed substantially in the form of Exhibit D (each, a “Deed”), conveying the fee estate in such Real Property, subject to the Permitted Liens, with such modifications as are required by local Law so that such Deed will be in recordable form and correct copy be the equivalent of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closingso-called “special warranty” deed in such local jurisdiction; (ii) At the Initial Closing, a commitment or pay off statement from any lien holder of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to each Real Property, a duly executed counterpart to an assignment of Leases in the Membership Interests or assets form of Exhibit E (each, a “Lease Assignment”) duly executed by Seller, conveying Seller’s right, title and interest in the Company have been or will be released upon payment of the Secured DebtLeases for each Real Property to Buyer; (iii) A with respect to each Leased Real Property, a duly executed counterpart to an assignment of the Membership Interests evidencing Ground Lease in the transfer form of Exhibit F (each, a “Ground Lease Assignment”) duly executed and acknowledged in recordable form by Seller, conveying Seller’s interest in the applicable Real Property to Buyer Buyer; (iv) a duly executed ▇▇▇▇ of the 49% Interestsale, substantially in the form that attached hereto on Schedule 1.6 of Exhibit G, transferring to Buyer all of Seller’s right, title and interest in, to and under the Furnishings and personal property listed in Section 2.5(a)(iv) of the Disclosure Schedule; (iiiv) a duly executed counterpart to an assignment and assumption agreement, substantially in the form of Exhibit H (the “49% AssignmentAssignment and Assumption”), transferring to Buyer all of Seller’s right, title and at interest in, to and under the Final ClosingAssigned Contracts, Miscellaneous Shopping Center Assets, assignable Permits and Transferred Intellectual Property and evidencing Buyer’s assumption of the Assumed Liabilities; (vi) a duly executed Assignment counterpart to the Transition Services Agreement in the form of the 51% Interest evidencing the transfer to Buyer of the 51% Interest Exhibit I (the “51% AssignmentTransition Services Agreement”); (ivvii) At a duly executed counterpart to the Initial PDC Office Lease in the form of Exhibit J (the “PDC Office Lease”); (viii) a duly executed counterpart to any document to be executed at Closing (if any) by Seller or any of its Affiliates in connection with obtaining the Required Tenant Waivers in respect of the Shopping Centers to be transferred at the Closing; (ix) a duly executed tenant letter signed by Seller addressed to the Tenants under the Leases advising such Tenants of the sale of the applicable Real Property to Buyer, evidence reasonably satisfactory the transfer of such tenant’s security deposit to Buyer, and directing that all future rent payments and other charges under the Leases be forwarded to Buyer that at an address to be supplied by Buyer; (x) a certificate dated the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed Closing Date, duly executed by a Person other than the Company upon such transfer(s) an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with 1.4(dTreasury Regulations Section 1.1445-2(b) aboveand any applicable state or local Law equivalents; (xi) a duly executed tax declaration or similar document (or counterparts thereto, as applicable) required to be executed by a “seller” or “grantor” in connection with any transfer, stamp, excise or similar Tax imposed by a state, county or city in connection with the Closing; (xii) two (2) counterparts to the Indemnity Escrow Agreement, duly executed by Seller; (xiii) a Title Policy for each parcel of Real Property, or the irrevocable written commitment of the Title Company to issue the Title Policy, subject only to Permitted Liens; (xiv) a statement, setting forth Seller’s calculation of the Final Purchase Price (including the components of such calculation described in the definition thereof), and attaching an Estimated Cost-to-Complete Report (collectively with such attachment, the “Closing Statement”); (xv) those certain Tenant Waivers set forth in Section 2.5(a)(xv) of the Disclosure Schedule (collectively, the “Required Tenant Waivers”); (xvi) those certain estoppel certificates received by Seller with respect to the Leases (with Seller as Lessor) and Leased Real Property (with Seller as Lessee) referenced in such certificates, each of which are dated on or after November 1, 2014 (collectively, the “Required Estoppels”); and (vxvii) At the Initial Closing and Final Closingif elected by Seller, such other documents and those certain Seller certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable with respect to the Buyer evidencing Seller’s saleLeases (with Seller as Lessor) and Leased Real Property (with Seller as Lessee) referenced in such certificates, transfer, and assignment each of all which is dated as of the Membership Interests Closing Date (collectively, the “Seller Certificates”), which certificates may cover up to twenty percent (20%) of the Buyeroccupied aggregate square footage not occupied by the Major Tenants. (b) At the Initial Closing and the Final ClosingBuyer shall deliver, as applicable, Buyer will deliver or cause to be delivered delivered, to SellerSeller or the Title Company, as applicable: (i) At the Initial Closing, the Final Purchase Price (less the Deposit), in accordance with Section 2.3(a); (ii) a duly executed counterpart to the Assignment and Assumption; (iii) a duly executed counterpart to each Ground Lease Assignment; (iv) a duly executed counterpart to the Transition Services Agreement; (v) a duly executed counterpart to the PDC Office Lease; (vi) a duly executed counterpart to any document to be executed at the Closing (if any) by Buyer or any of its Affiliates in connection with obtaining the Required Estoppels in respect of the Tenants of the Shopping Centers; (vii) a duly executed counterpart to any document to be executed at the Closing (if any) by Buyer or any of its Affiliates in connection with obtaining the Required Tenant Waivers in respect of the Tenants of the Shopping Centers; (viii) a duly executed tax declaration or similar document (or counterparts thereto, as set forth applicable) required to be executed by a “buyer” or “grantee” in connection with any transfer, stamp, excise or similar Tax imposed by a state, county or city in connection with the Closing; (ix) copies of the bonds, letters of credit and other undertakings being delivered by Buyer sufficient, as determined by Seller in its reasonable discretion, to effectuate the release of the Project Bonds as contemplated by Section 1.3 above65.8; and (iix) At two (2) counterparts to the Initial Closing and the Final ClosingIndemnity Escrow Agreement, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by Buyer.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale in form and substance reasonably acceptable to ▇▇▇▇▇ and Seller (the “Bill of Sale”), complete and correct copy of a current certificate of good standing of duly executed by Seller, transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance reasonably acceptable to Buyer and Seller (the Initial Closing, a commitment or pay off statement from any lien holder “Assignment and Assumption Agreement”) effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindPurchased Assets and the Assumed Liabilities, if any existthe Escrow Agreement, to and the reasonable satisfaction of BuyerTransition Services Agreement, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debteach duly executed by Seller; (iii) A duly executed assignment with respect to the Colonial Lease, an Assignment and Assumption of the Membership Interests evidencing the transfer Lease in form and substance reasonably acceptable to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) and Seller (the “49% AssignmentAssignment and Assumption of Lease”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (iv) At the Initial Seller Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (vi) general release and payoff letters, if any, duly executed by or on behalf of the applicable lenders, in connection with the repayment by Seller of any Closing Indebtedness with respect to the Business at the Closing, evidence accompanied by a confirmation of 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, in each case in form and substance reasonably acceptable to Buyer, each delivered to Buyer at least three (3) Business Days prior to the Closing; (vii) invoices and payment instructions with respect to the Closing Transaction Expenses from Persons owed any Closing Transaction Expenses (other than directors officers and employees), each delivered to Buyer at least three (3) Business Days prior to the Closing; (viii) all consents, authorizations, orders and approvals from the third parties referred to in Section 3.02(a)(viii) of the Disclosure Letters, in each case, in form and substance reasonably satisfactory to Buyer Buyer; (ix) an affidavit from Seller in the form provided pursuant to the Treasury Regulations promulgated under Section 1445 of the Code that Seller is not a “foreign person” as such term is defined in Section 1445 of the Excluded Assets have been transferred Code, or Seller has made arrangements a Form W-9; (x) Employment offer letters executed by the Key Employees, in form and substance satisfactory to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(sBuyer; (xi) Assignment(s) in accordance with 1.4(d) aboveform and substance reasonably acceptable to Buyer and Seller, duly executed by ▇▇▇▇▇▇, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; and (vxii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial ClosingClosing Date Payment, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Flow of Funds Statement; (ii) the Assignment and Assumption Agreement, the Purchase Price as set forth in Section 1.3 above6Escrow Agreement, and the Transition Services Agreement, each duly executed by Buyer; (iii) with respect to the Colonial Lease, an Assignment and Assumption of Lease duly executed by ▇▇▇▇▇ and, if necessary, ▇▇▇▇▇’s signature shall be witnessed and/or notarized; (iv) the Buyer Closing Certificate; and (iiv) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f). (c) At the Initial Closing and the Final Closing, such other documents Buyer shall also: (i) pay, on behalf of Seller, the following amounts: (A) the Closing Indebtedness, by wire transfer of immediately available funds to the accounts and certificates as Seller may reasonably request for in the purpose amounts specified in the Flow of evidencing Funds Statement; (B) the satisfaction Closing Transaction Expenses, by wire transfer of any condition referred immediately available funds to the accounts and in Section 1.5the amounts specified in the Flow of Funds Statement; and (C) the Escrow Amount, by wire transfer of immediately available funds to the account designated by the Escrow Agent.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea bill of sale in the form of Exhibit B hereto/in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit C hereto/in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed an assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) of Exhibit D hereto/in form and substance satisfactory to Buyer (the “49% AssignmentIntellectual Property Assignments”), ) and at the Final Closing, a duly executed Assignment by Seller, transferring all of Seller’s right, title and interest in and to the 51% Interest evidencing the transfer Intellectual Property Assets to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At the Initial Closingwith respect to each parcel of Owned Real Property, evidence reasonably a general warranty deed in form and substance satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets (each, a “Deed”) and fully assumed duly executed and notarized by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; andSeller; (v) At 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 Seller; (vi) the Initial Transition Services Agreement in the form of Exhibit F hereto/in form and substance satisfactory to Buyer (the “Transition Services Agreement”) and duly executed by Seller; (vii) a power of attorney in the form of Exhibit G hereto/in form and substance satisfactory to ▇▇▇▇▇ and duly executed by ▇▇▇▇▇▇; (viii) the Seller Closing Certificate; (ix) the FIRPTA Certificate; (x) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(k) and Final Closing, Section 7.02(l); (xi) such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause may be required to be delivered give effect to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6this Agreement; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea b▇▇▇ of sale in form and substance satisfactory to Buyer (the “B▇▇▇ of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form and substance satisfactory to Buyer (the Initial Closing“Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment 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 Membership Interests evidencing the transfer to Buyer payment in full or other satisfaction of the 49% Interest, substantially any Taxes owed by Seller in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)those jurisdictions; (iv) At a certificate of the Initial ClosingSecretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, evidence 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 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; (v) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer that Buyer, as may be required to give effect to the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed transactions contemplated by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) abovethis Agreement; and (vvi) At the Initial Closing and Final Closing, such other documents and certificates employment agreement attached hereto as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the BuyerExhibit C (“Employment Agreement”) duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇▇. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6(less any amounts which may be withheld for outstanding Tax Liabilities); (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Employment Agreement duly executed by Buyer; and (iiiv) At a certificate of the Initial Closing 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 Final ClosingTransaction Documents and the consummation of the transactions contemplated hereby and thereby, such and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Transaction Documents.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in the form of Exhibit B (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from tangible personal property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A an assignment of intellectual property in the form of Exhibit D (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) an assignment and assumption of leases agreement in the Membership Interests evidencing form of Exhibit E (the transfer “Assignment and Assumption of Leases”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the 49% Interest, substantially Leases; (v) the Seller Closing Certificate; (vi) the Seller Foreign Investment in the form that attached hereto on Schedule 1.6 (iii) Real Property Tax Act certification (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% AssignmentFIRPTA Certificate”); (ivvii) At the Initial Closingcertificate of the Secretary or Assistant Secretary of Seller required by Section 7.02(i); (viii) such other customary instruments of transfer, evidence assumption, filings or documents, in form and substance reasonably satisfactory to Buyer that Buyer, as may be required to give effect to this Agreement; (ix) the Excluded Assets have been transferred or Funds Flow Memorandum, duly executed by Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(dSection 2.06; (x) abovean escrow agreement, in a form to be mutually agreed among U.S. Bank, as escrow agent (the “Escrow Agent”), Buyer and Seller (the “Escrow Agreement”), duly executed by the Escrow Agent and Seller; (xi) a certificate of good standing for Seller from the State of Washington dated within five (5) Business Days of the date hereof; (xii) a transition services agreement in a form to be mutually agreed between Buyer and Seller (the “Transition Services Agreement”), duly executed by Seller; and (vxiii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all each of the Membership Interests to the BuyerEmployment Agreements, duly executed by each Key Employee. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At a counterpart to the Initial ClosingAssignment and Assumption Agreement; (ii) a counterpart to the Intellectual Property Assignment; (iii) a counterpart to the Assignment and Assumption of Leases; (iv) a sublease agreement in the form of Exhibit F (the “Sublease Agreement”) by and between Buyer and Red Lion Hotel Corporation for the sublease of the office facilities located in Spokane, Washington, duly executed by Buyer; (v) the Purchase Price as set forth in Buyer Closing Certificate; (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 1.3 above67.03(g); and (iivii) At the Initial Closing and the Final ClosingThe Transition Services Agreement, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5duly executed by Buyer (viii) The Escrow Agreement, duly executed by Buyer.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in the form of Exhibit K hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, complete and correct copy of a current certificate of good standing of transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit L hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer with respect to Buyer of the 49% InterestML&P Plant 2/ML&P Plant 2A, substantially a special warranty deed in the form that attached of Exhibit M hereto (with an accompanying agreement to be entered into by Buyer and Seller effective as of the Closing to set forth the terms upon which Seller may access the Plant 2A Mural following the Closing on Schedule 1.6 (iii) (the “49% Assignment”mutually acceptable terms and conditions), and at the Final Closingwith respect to each other parcel of Owned Real Property, a quitclaim deed in form of Exhibit N hereto (each, a “Deed”) and duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)and acknowledged by Seller; (iv) At the Initial Closingwith respect to each Lease, evidence an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer that (each, an “Assignment and Assumption of Lease”) and duly executed and acknowledged by Seller; (v) with respect to the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person Other Real Property Interests (other than any easements appurtenant to any Owned Real Property), one or more assignments in Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. form and substance reasonably satisfactory to Buyer (each, a “Real Property Interest Assignment”) and duly executed and acknowledged by Seller; (vi) the Company upon BRU Transfer Documents duly executed by Seller; (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Clerk of Seller required by Section 7.02(j) and Section 7.02(k); (x) such transfer(s) other customary instruments of assignment, transfer, assumption, conveyance, filings or documents (including transfer of vehicle titles), in accordance with 1.4(d) aboveform and substance reasonably satisfactory to Buyer and Seller, as may be required to give effect to this Agreement; and (vxi) At the Initial Closing and Final Closing, such other documents agreements, consents, documents, instruments and certificates writings as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred are required to in Section 1.4, including but not limited to documentation reasonably acceptable be delivered by Seller at or prior to the Buyer evidencing Seller’s sale, transfer, and assignment of all of Closing pursuant to this Agreement or the Membership Interests to the BuyerAncillary Documents. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price paid in the manner set forth in Section 2.07; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the BRU Transfer Documents duly executed by Buyer; (v) the Buyer Closing Certificate; (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(g) and Section 7.03(h); and (vii) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement of the Ancillary Documents. (c) The parties hereto anticipate that all of the conditions set forth in ARTICLE VII other than the funding described in this Section 3.02(c) shall be satisfied on a date that is mutually agreed by the parties hereto (the “Documentation Closing Date”). On the Documentation Closing Date, the parties hereto shall have delivered all documentation required by ARTICLE VII to be delivered at or prior to the Closing, to be 28 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. held in escrow until the delivery of the Upfront Payment to Seller on a date that is no sooner than twenty (20) days following the Documentation Closing Date (such date, the “Financial Closing Date”). On the Financial Closing Date, a portion of the Upfront Payment together with any other funds of Seller to the extent necessary shall be deposited into the applicable bond fund under the Trust Agreements and other documents related to the Closing Debt in accordance with the provisions related to the disposition of the system and defeasance/redemption provisions of the Trust Agreements and other documents pursuant to which such Closing Debt was issued in an amount that shall be sufficient to pay and redeem the Closing Debt (“Bond Release Consideration”). The sufficiency of such deposit of monies and the amount of the Bond Release Consideration shall be verified by an independent certified public accountant, acting as an expert and not an arbitrator, that is acceptable to Buyer and Seller. Seller shall cause irrevocable instructions to be given on or prior to the Financial Closing Date to the trustees under and in accordance with the Trust Agreements, and there shall be delivered to Buyer and Seller on or prior to the Closing Date opinions of bond counsel to Seller, in a form satisfactory to Buyer and Seller, to the effect that the pledge of the pledged revenues, and all covenants, agreements and obligations of Seller to the holders of the Closing Debt, and all liens, benefits or security under the Closing Debt, have thereupon ceased, terminated and become void, discharged and satisfied upon deposit of the Bond Release Consideration at the Financial Closing Date as aforesaid and that the actions contemplated by this Agreement will not have an adverse effect on the tax-exempt status of the Closing Debt. Any Bond Release Consideration and interest earned thereon not used to repay or defease Closing Debt shall be paid over to Seller. For the avoidance of doubt, except as set forth in this Section 1.3 above6; and (ii) At 3.02(c), the Initial Financial Closing and Date shall be the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Closing Date under this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to Buyer: (i) A truea bill of sale and assignment and assumption agreement in the form of Exhibit B attached hereto (the “Bill of Sale & Assignment and Assumption Agreement”) and duly executed by Seller, complete transferring the tangible personal property included in the Purchased Assets to Buyer and correct copy of a current certificate of good standing effecting the assignment to and assumption by Buyer of the Company from Purchased Assets and the Secretary of State of Oklahoma at the Initial ClosingAssumed Liabilities; (ii) At assignments in form and substance satisfactory to Buyer (the Initial Closing“Intellectual Property Assignments”) and duly executed by Seller, a commitment or pay off statement from any lien holder transferring all of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kindSeller’s right, if any exist, title and interest in and to the reasonable satisfaction of Intellectual Property Assets to Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed assignment a power of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially attorney in the form that attached of Exhibit C hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)by S▇▇▇▇▇; (iv) At the Initial Seller Closing Certificate; (v) a properly completed and duly executed IRS Form W-9 with respect to Seller; (vi) the certificates of the Secretary or Assistant Secretary of Seller required by Section 6.2(j) and Section 6.2(k); (vii) payoff letters with respect to any Indebtedness for borrowed money outstanding as of the Closing, evidence in each case, on terms and conditions reasonably satisfactory to Buyer; (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (ix) evidence, in form and substance reasonably satisfactory to Buyer, that Seller has added Buyer and its Affiliates as additional insureds for a two-year period commencing on the Closing Date on each Insurance Policy covering any Excluded Liability (the “Insurance Policy Amendments”); and (x) a duly executed transition services agreement (the “Transition Services Agreement”) in form and substance reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final Closing, such other documents and certificates attached hereto as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer.Exhibit D. (b) At the Initial Closing and the Final Closing, as applicableBuyer shall deliver, Buyer will deliver or shall cause to be delivered delivered, to Seller: (i) At by wire transfer of immediately available funds to the Initial Closingaccount designated in the Estimated Closing Statement, an amount in cash equal to the Estimated Purchase Price as set forth in Section 1.3 above6Price; (ii) the Bill of Sale & Assignment and Assumption Agreement duly executed by B▇▇▇▇; (iii) the Intellectual Property Assignments duly executed by B▇▇▇▇; (iv) the Buyer Closing Certificate; (v) the Transition Services Agreement duly executed by B▇▇▇▇; and (iivi) At the Initial Closing certificates of the Secretary or Assistant Secretary of Buyer required by Section 6.3(g) and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.56.3(h).

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a bill of sale in substantially the form of Exhibit A truehereto (the “Bill of Sale”) and duly executed by S▇▇▇▇▇, complete transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and correct copy assumption agreement in substantially the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in substantially 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 Intellectual Property Assets to Buyer; (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 Seller; (v) a current certificate of good standing of the Company certificate (or its equivalent) for Seller from the Secretary of State of Oklahoma at the Initial State of California dated as of a date not earlier than five (5) Business Days prior to the Closing; (vi) a copy of (i) the articles of incorporation (together with any and all amendments thereto) of Seller, certified by the Secretary of State of the State of California, (ii) At the Initial bylaws (together with any and all amendments thereto) of Seller, and (iii) resolutions of Seller’s board of directors and shareholders approving this Agreement and the transactions contemplated by this agreement, accompanied by a certificate of an authorized officer of Seller, dated as of the Closing, a commitment stating that no amendments have been made to such articles of incorporation or pay off statement from any lien holder bylaws except as provided in such attachments, and that the aforementioned resolutions are true and correct; (vii) an IRS Form W-9, d▇▇▇ completed and executed by S▇▇▇▇▇ and dated as of the Company Closing Date, which shall be in full force and effect as of the Closing; (viii) a payoff letter from each Person to deliver File-stamped copies whom any Closing Indebtedness is payable or due at Closing (including, without limitation, all Indebtedness under the SBA Loans) that lists all obligations of UCC-3 termination statements and/or copies Seller to such Person and in which such Person (i) agrees that payment of lien releases such amounts will satisfy all outstanding obligations of Seller, and (ii) agrees that all Encumbrances on the properties or other documents assets of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities Seller with respect to the Membership Interests or assets of the Company have been or such Closing Indebtedness will automatically be released upon payment the satisfaction of the Secured Debtconditions in such letter and authorizes Seller or its designee to prepare and file the applicable documents and take any other actions reasonably necessary to evidence such releases; (each, a “Payoff Letter”), together with an IRS Form W-9 or applicable IRS Form W-8, duly completed and executed by each such Person and dated as of the Closing Date, which shall be in full force and effect as of the Closing; (iiiix) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that of release (or release in due course) of all Encumbrances on the Excluded Assets Purchased Assets; (x) evidence reasonably satisfactory to Buyer of the consent or approval of, and the giving of all notices to, those parties whose consent or approval is required, or who are entitled to notice, in connection with each Seller’s execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including each of the consents of and notices to the parties listed on Schedule 3.02(a)(x); (xi) an offer letter with respect to each Key Employee in substantially the form of Exhibit D hereto (each a “Key Employee Offer Letter”), duly executed by each such Key Employee; (xii) an executive employment agreement with S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in substantially the form of Exhibit E hereto (the “G▇▇▇▇▇▇▇▇ Employment Agreement”), duly executed by S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xiii) a Non-Competition and Non-Solicitation Agreement with respect to S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in substantially the form of Exhibit F hereto (each a “Non-Competition Agreement and Non-Solicitation Agreement”), duly executed by S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xiv) copies of proprietary information and invention assignment agreements with respect to all Persons involved directly or indirectly since January 1, 2017 in the development of any material Seller Intellectual Property used in the Business and/or the Intellectual Property Assets; (xv) at least two (2) days prior to Closing, the Seller shall have been transferred or delivered to Buyer the Estimated Closing Statement contemplated in Section 2.08(a)(i). (xvi) the Closing Certificate duly executed by an authorized officer of the Seller; (xvii) a draft name change amendment, which Seller has made arrangements to transfer would file with the Excluded Assets and fully assumed by a Person other than California Secretary of State following the Company upon such transfer(s) Closing in accordance with 1.4(dSection 6.10; (xviii) abovean invoice from each advisor or other service provider of the Seller (other than any employee, director or officer of the Seller), in each case dated no more than two (2) days prior to the Closing Date, with respect to all Seller Transaction Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date; and (vxix) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver to or cause to be delivered to Selleron behalf of Seller the following: (i) At (A) the Initial Closing, Closing Cash Consideration less the Purchase Price Indemnification Holdback Amount by wire transfer of immediately available funds to the payees and accounts designated in writing by Seller to Buyer and (B) the Note; (ii) To each Person to whom any Closing Indebtedness is payable or due at Closing as set forth in Section 1.3 above6the Closing Certificate, the amount of the Closing Indebtedness set forth thereon (including, without limitation, all Indebtedness under the SBA Loans), by wire transfer of immediately available funds; (iii) the Assignment and Assumption Agreement duly executed by B▇▇▇▇; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by B▇▇▇▇; (v) the Note, duly executed by B▇▇▇▇; (vi) the Non-Competition and Non-Solicitation Agreement, duly executed by B▇▇▇▇; (vii) the Key Employee Offer Letters, each duly executed by B▇▇▇▇; (viii) the G▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by B▇▇▇▇; and (iiix) At resolutions of the Initial Closing Buyer’s board of directors and stockholders (as applicable) approving this Agreement and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5transactions contemplated by this agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will deliver or cause to be delivered to Buyer: (i) A trueSellers shall have delivered, complete or caused to be delivered, to Buyers a certificate of Sellers in the form set forth in Exhibit H hereto, dated the Closing Date, stating that the conditions specified in Sections 6.2(a) and correct 6.2(b) have been satisfied; (ii) Sellers shall have delivered to Buyers a copy of a current the certificate of good standing incorporation of the Company from each of Waterbury and Air Guard Control, certified by the Secretary of State of Oklahoma at the Initial Closing; (ii) At the Initial ClosingDelaware, certified copies of Waterbury’s and Air Guard Control’s other governing documents, a commitment or pay off statement from any lien holder copy of the Company to deliver Filearticles of incorporation of Air Guard Canada certified by Corporations Canada, a certified copy of the by-stamped copies of UCC-3 termination statements and/or copies of lien releases or laws and other governing documents of any kindAir Guard Canada, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities and a certified incumbency with respect to each Seller’s signatory or signatories for the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtTransaction Documents; (iii) A duly executed assignment Each of Waterbury and Air Guard Control shall have delivered, or caused to be delivered, to Buyers certified copies of the Membership Interests evidencing resolutions duly adopted by its board of directors and sole stockholder (if necessary for the transfer to Buyer consummation of the 49% Interesttransaction contemplated hereby) authorizing the execution, substantially in delivery and performance of this Agreement and the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”)other agreements contemplated hereby, and at the Final Closing, a duly executed Assignment consummation of all transactions contemplated hereby and thereby and Air Guard Canada shall have delivered to Buyers certified copies of the 51% Interest evidencing the transfer to Buyer resolutions of its board of directors and certified copies of the 51% Interest resolutions passed by the sole shareholder of Air Guard Canada (if necessary for the “51% Assignment”)consummation of the transaction contemplated hereby) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iv) At Waterbury shall have delivered to Buyers a duly executed Transition Services Agreement; (v) Sellers shall have delivered to Buyers a duly executed IP License Agreement; (vi) The holders of any Liens on or affecting the Initial Acquired Assets shall have irrevocably released such Liens or shall have delivered payment letters including customary language, reasonably acceptable to Buyers, relating to the release of all Liens (including without limitation the Liens listed on Schedule 6.2(f)(vi)) affecting the Acquired Assets upon receipt of the amount set forth in the payment letters; (vii) Waterbury shall have delivered to Buyers a good standing certificate issued by the Secretary of State of the State of Delaware with respect to Waterbury and Air Guard Control, as of a date no more than seven (7) days prior to the Closing and a certificate of compliance issued by Corporations Canada with respect to Air Guard Canada, as of a date no more that seven (7) days prior to the Closing, evidence ; (viii) Sellers shall have delivered duly executed copies of the other Transaction Documents to which one or more of Sellers is a party; (ix) Sellers shall have delivered to Buyers duly executed copies of all such other documents or instruments as Buyers may have reasonably satisfactory requested a reasonable time prior to Buyer that the Excluded Assets scheduled Closing Date in order to give effect to the transactions contemplated hereby; (x) Sellers shall have been transferred or Seller has made arrangements delivered to transfer Buyers the Excluded Assets instructions required in Section 2.7(c); (xi) Watco shall have duly executed and fully assumed by delivered a Person other than guaranty in the Company upon such transfer(s) in accordance with 1.4(d) aboveform attached hereto as Exhibit I; and (vxii) At the Initial Closing and Final Closing, such other documents and Sellers shall have delivered certificates of insurance evidencing Buyers being name as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred an “additional insured” pursuant to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer5.18 hereof. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause to be delivered to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will Sellers shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea ▇▇▇▇ of sale in the form to be agreed between the parties (the “▇▇▇▇ of Sale”) for each applicable Seller, complete and correct copy of a current certificate of good standing of duly executed by such Seller, transferring the Company from the Secretary of State of Oklahoma at the Initial ClosingTangible Personal Property to Buyer in which such Seller has title; (ii) At an assignment and assumption agreement in the Initial Closingform to be agreed between the parties (the “Assignment and Assumption Agreement”) for each applicable Seller, duly executed by such Seller, effecting the assignment to and assumption by Buyer of all the Assigned Contracts (except the Leases) and a commitment or pay off statement from any lien holder copy of notices provided to each relevant counterparty advising such Person of the Company assignment, in form and substance acceptable to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A duly executed an assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) to be agreed between the parties (the “49% AssignmentIntellectual Property Assignments”)) for each applicable Seller, and at the Final Closing, a duly executed Assignment by such Seller, transferring all of such Seller’s right, title and interest in and to the 51% Interest evidencing Intellectual Property Assets to Buyer, including powers of attorney with respect to any and all registrable Intellectual Property Assets and all the transfer applications to Buyer of register Intellectual Property Assets in forms suitable for recordation with the 51% Interest (the “51% Assignment”)U.S. Patent and Trademark Office and all counterparts in all foreign jurisdictions; (iv) At with respect to each Transferred Lease, an Assignment and Assumption of Lease in form to be agreed between the Initial Closingparties (each, evidence reasonably satisfactory to Buyer that an “Assignment and Assumption of Lease”) and in each case, if necessary, such Seller’s signature shall be witnessed and/or notarized; (v) the Excluded Assets have been transferred or Seller has made arrangements to transfer transition services agreement in the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) form of Schedule 2 hereto, which will be updated in accordance with 1.4(dits terms (the “Transition Services Agreement”), for each applicable Seller, duly executed by such Seller and/or its Affiliates; (vi) abovean intellectual property license agreement with respect to the Intellectual Property listed on Section 2.5(d) of the Disclosure Schedules and the source code related thereto; (vii) with respect to any Tangible Personal Property in which any Seller has a leasehold interest, an assignment and assumption of such lease(s) in the form to be agreed between the parties (the “Assignment and Assumption of Leased Tangible Personal Property”), for each applicable Seller, duly executed by such Seller, effecting the assignment to and assumption by Buyer of the leased Tangible Personal Property; (viii) physical possession (whether by way of actual delivery or, if more appropriate, by confirmation of handing over of possession to the control of a representative of Buyer) of Purchased Assets identified by Buyer, including all Assigned Contracts, Documents and information related to the Business and the Purchased Assets and Assumed Liabilities set forth in Section 6.24; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of such Seller 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; (x) a written confirmation and Consent from each Person having any Encumbrance over any Purchased Asset and any Person who, as of the Closing Date, has any such Encumbrance, that such Encumbrance has been removed and is no longer in effect, together with certificates for such removals from the applicable Governmental Authority. (xi) a certificate of good standing with respect to each Seller, issued by the Secretary of State or equivalent official of such Seller’s jurisdictions of organization as of a date no more than ten (10) days prior to the Closing Date; (xii) the Escrow Agreement; and (vxiii) At the Initial Closing and Final Closing, such other documents customary instruments, agreements, certificates, affidavits or documents, in form and certificates as Buyer may substance reasonably request for the purpose of evidencing the satisfaction of any condition referred satisfactory to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyer. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will deliver or cause may be required to be delivered give effect to Seller: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6; and (ii) At the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A truea b▇▇▇ of sale in form reasonably satisfactory to Buyer (the “B▇▇▇ of Sale”), complete and correct copy of a current certificate of good standing of executed by Seller, transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At an assignment and assumption agreement in form reasonably satisfactory to Buyer (the Initial Closing“Assignment and Assumption Agreement”), a commitment or pay off statement from any lien holder executed by Seller, effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed assignment of the Membership Interests evidencing the transfer assignments in form reasonably satisfactory to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% AssignmentIntellectual Property Assignments”), executed by Seller, transferring all of Seller’s right, title and at interest in and to the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer Intellectual Property Assets to Buyer of the 51% Interest (the “51% Assignment”)Buyer; (iv) At the Initial Closing, evidence an employment agreement in form reasonably satisfactory to Buyer (the “Employment Agreement”), executed by Founder; (v) a non-competition agreement in form reasonably satisfactory to Buyer (the “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; (xi) an Accredited Investor Questionnaire (an “Investor Questionnaire”) in form reasonably satisfactory to Buyer from each of the Stock Recipients listed on Schedule A of the Disclosure Schedules; (xii) to the extent that any portion of the Excluded Assets have been transferred Cash Payment is promised (or distributed) prior to or as of the 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, 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 has made arrangements and Buyer (A) consenting to transfer 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 Excluded Assets 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 fully assumed by a Person 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 Company upon such transfer(sagreements set forth in clause (xii) in accordance with 1.4(d) directly above), any executed release agreements for the benefit of Seller, Buyer and their affiliates and representatives; and (vxiv) At the Initial Closing and Final Closing, such other documents and certificates customary instruments of transfer or assumption, filings, or documents, in form reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyertransactions contemplated by this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial ClosingCash 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 Purchase Price as Stock Bulk Sales Holdback Amount requirements set forth in accordance with Section 1.3 above61.08; (ii) the Assignment and Assumption Agreement, executed by Buyer; (iii) the Employment Agreement, executed by Buyer; (iv) the Non-Compete Agreement, executed by Buyer; (v) the new lease (the “New Lease”) for the Leased Premises duly executed by Buyer; (vi) the Buyer Closing Certificate; and (iivii) At a certificate of the Initial Closing 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 Final ClosingTransaction Documents and the consummation of the transactions contemplated under this Agreement, such (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents Transaction Documents and certificates as Seller may reasonably request for (C) the purpose final calculation of evidencing the satisfaction number of any condition referred to in Section 1.5Buyer Shares.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A true▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), complete and correct copy of a current certificate of good standing of duly executed by Seller, transferring the Company from Tangible Personal Property included in the Secretary of State of Oklahoma at the Initial ClosingPurchased Assets to Buyer; (ii) At An assignment and assumption agreement in the Initial Closingform of Exhibit B hereto (the “Assignment and Assumption Agreement”), a commitment or pay off statement from any lien holder duly executed by Seller, effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Assigned Contracts and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A an assignment agreement to assign the Intellectual Property Assets in the form of Exhibit C hereto (the “IP Assignment Agreement”), duly executed by Seller, effecting the assignment of the Membership Interests evidencing the transfer to and assumption by Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”)Intellectual Property Assets; (iv) At originals (or, to the Initial Closingextent originals are not available, evidence reasonably satisfactory copies) of all Assigned Contracts (together with all material amendments, supplements or modifications thereto) to the extent not otherwise already made available to the Buyer through Seller’s datasite; (v) physical possession of all of the Purchased Assets capable of passing by delivery at the location where such Purchased Assets are located with the intent that title in such Purchased Assets shall pass by and upon delivery; (vi) the Excluded Assets have been transferred or Seller has made arrangements Closing Certificate; (vii) the FIRPTA Certificate; (viii) a copy of the Sale Order entered by the Bankruptcy Court; (ix) joint instructions to transfer the Excluded Assets and fully assumed by a Person other than Escrow Agent to deliver the Company upon such transfer(s) in accordance with 1.4(d) aboveDeposit to Seller; and (vx) At the Initial Closing and Final Closing, such all other documents and certificates as Buyer may reasonably request for the purpose instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings, or documents, reasonably requested by Buyer in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, Base Amount minus the Purchase Price as set forth Deposit by wire transfer of immediately available funds to an account designated in Section 1.3 above6; andwriting by Seller to Buyer; (ii) At the Initial ▇▇▇▇ of Sale, Assignment and Assumption Agreement and IP Assignment Agreement, in each case duly executed by Buyer; (iii) the Buyer Closing and Certificate; (iv) the Final Closing, such other documents and certificates as Seller may reasonably request for certificate of the purpose duly authorized officer of evidencing Buyer required by Seller. (v) joint instructions to the satisfaction of any condition referred Escrow Agent to in Section 1.5.deliver the Deposit to

Closing Deliverables. (a) At or prior to the Initial Closing and the Final Closing, as applicable, Seller the Company will deliver (or cause to be delivered delivered) to BuyerParent: (i) A true, complete and correct copy of a current certificate of good standing evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 6.6 was solicited in conformity with Section 280G of the Company from Code and the Secretary of State of Oklahoma at regulations promulgated thereunder and the Initial Closingrequisite 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 Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in accordance with Section 6.6 and delivered to Parent shall not be made or provided (or shall be returned); (ii) At the Initial Closingexcept as otherwise provided in Section 6.10, evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each, a commitment or pay off statement from any lien holder “401(k) Plan”) have been terminated pursuant to resolution of the Company to deliver File-stamped copies applicable governing body (the form and substance of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company which shall have been subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or will be released upon payment delayed), effective as of no later than the Secured Debtday immediately preceding the Closing Date; (iii) A a duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially Resignation Letter in the form that attached hereto on Schedule 1.6 (iii) as Exhibit B (the “49% AssignmentResignation Letters”), from each of the officers and at directors of each of the Final Acquired Companies (other than the Affiliated Medical Groups) effective as of the Closing; (iv) a copy of the Company Stockholder Approval and the Company Board Resolutions; (v) (A) executed payoff letters (including Tax Forms) in forms reasonably satisfactory to Parent, in each case dated no more than three (3) Business Days prior to the Closing Date, 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 (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, a duly executed Assignment “Payoff Letter”) and (B) an invoice (including Tax Forms) from each advisor or other service provider to Acquired Companies (other than any Employee, director or officer of any of the 51% Interest evidencing Acquired Companies), in each case dated no more than three (3) Business Days prior to the transfer Closing Date, with respect to Buyer all Transaction Expenses estimated to be due and payable to such advisor or other service provider as of the 51% Interest Closing Date, and an acknowledgment from such advisor or other service provider that such Transaction Expenses are the only amounts owed to such advisor or other service provider (the each, an “51% AssignmentInvoice”); (ivvi) At a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the Initial Closingform attached hereto as Exhibit C, evidence reasonably satisfactory to Buyer certifying that the Excluded Assets have Company is not and has not been transferred or Seller has made arrangements 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 transfer the Excluded Assets IRS and fully assumed by written authorization for Parent to deliver such notice and a Person other than copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); (vii) Joinder Agreements duly executed by Company Stockholders (in each case in the form attached hereto as Exhibit D), and, in each case, the Company, collectively representing, together with the Joinder Agreements delivered by the Key Employees, Critical Employees and the Identified Stockholders on the Agreement Date, at least eighty-five percent (85%) of the outstanding number of shares of the Company Capital Stock (on an as-converted to Company Common Stock basis), and all such transfer(sJoinder Agreements shall be in full force and effect; (viii) prior to the Closing Date, duly executed and completed Suitability Documentation from the Company Stockholders representing, in accordance the aggregate, at least eighty-five percent (85%) of the outstanding number of shares of Company Capital Stock (on an as-converted to Company Common Stock basis), certifying that each such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (ix) a copy of a duly and properly completed election under Section 83(b) of the Code to be timely filed with 1.4(d) abovethe IRS by each Key Employee who is entitled to receive Parent Common Stock that is subject to vesting restrictions in a Joinder Agreement; and (vx) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable a duly executed counterpart to the Buyer evidencing Seller’s saleEscrow Agreement from the Stockholder Representative, transfer, and assignment of all of in substantially the Membership Interests to form attached hereto as Exhibit F (the Buyer“Escrow Agreement”). (b) At or prior to the Initial Closing and the Final Closing, as applicable, Buyer Parent will deliver (or cause to be delivered delivered) to Sellerthe Company: (i) At a duly executed counterpart to the Initial ClosingPaying Agent Agreement from Parent and the Paying Agent; (ii) a duly executed counterpart to the Registration Rights Agreement, in the Purchase Price form attached hereto as set forth in Section 1.3 above6Exhibit G (the “Registration Rights Agreement”); and (iiiii) At duly executed counterpart to the Initial Closing and the Final Closing, such other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.5Escrow Agreement from Parent.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a b▇▇▇ of sale in the form of Exhibit A trueattached hereto (the “B▇▇▇ of Sale”) and duly executed by Seller, complete transferring the Purchased Assets to Buyer free and correct copy clear of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial Closing;any and all Encumbrances other than Permitted Encumbrances; QB\43503538.9 (ii) At an assignment and assumption agreement in the Initial Closingform of Exhibit B attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, a commitment or pay off statement from any lien holder effecting the assignment to and assumption by Buyer of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to Purchased Assets and the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtAssumed Liabilities; (iii) A duly executed an assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially intellectual property in the form that of Exhibit C attached hereto on Schedule 1.6 (iii) (the “49% Intellectual Property Assignment”), ) and at the Final Closing, a duly executed Assignment by Seller, transferring all of Seller’s right, title and interest in and to the 51% Interest evidencing patents, patent applications and all other intellectual property rights of Seller included in the transfer Purchased Assets to Buyer free and clear of the 51% Interest (the “51% Assignment”);all Encumbrances other than Permitted Encumbrances; and (iv) At the Initial Closingoriginal books and records included in the Purchased Assets (or, evidence reasonably satisfactory to Buyer that the extent originals are not available, copies), and all other tangible Purchased Assets, and copies of any books and records included in the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (v) At the Initial Closing and Final ClosingAssets, such other documents and certificates as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing extent that such books and records are in Seller’s sale, transfer, and assignment of all of the Membership Interests to the Buyerpossession. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth in Section 1.3 above6Price; (ii) the Assignment and Assumption Agreement duly executed by Buyer; and (iiiii) At the Initial Closing Intellectual Property Assignment duly executed by Buyer. Seller and the Final Buyer further agree that, at Closing, such other they will execute and deliver any further documents and certificates as Seller may instruments of transfer reasonably request requested by the other party for the purpose of evidencing the satisfaction of any condition referred transferring and conveying to in Section 1.5Buyer, all property and rights to be transferred and conveyed by this Agreement.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A true, complete and correct copy of a current certificate of good standing possession of the Company from Purchased Assets and a bill of sale and assignment and assumption agreement in form and substance reasonably satisfactory to Buyer (the Secretary “Bill of State Sale and Assignment and Assumption Agreement”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of Oklahoma at the Initial ClosingPurchased Assets and the Assumed Liabilities; (ii) At the Initial Closingevidence, a commitment or pay off statement from any lien holder reasonably satisfactory to Buyer, of the Company to deliver File-stamped copies release or termination of UCC-3 termination statements and/or copies of lien releases all Encumbrances on or other documents of against any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured DebtPurchased Assets; (iii) A duly executed assignment all consents, approvals, and waivers from third parties and Government Authorities necessary for consummation of the Membership Interests evidencing 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 transfer extent delivered by Seller to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final before Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At a certificate of the Initial ClosingSecretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of managers and sole member of Seller, evidence reasonably satisfactory 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 Buyer that be delivered in connection with this Agreement or at Closing (collectively, the Excluded Assets have been transferred or “Transaction Documents”) and the consummation of the Transactions, and (B) the names and signatures of the officers of Seller has made arrangements authorized to transfer sign this Agreement and the Excluded Assets and fully assumed by other Transaction Documents to which Seller is a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveparty; and (v) At the Initial Closing and Final Closing, such other documents customary instruments of transfer or assumption, filings, or documents, in form and certificates substance reasonably satisfactory to Buyer, as Buyer may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.4, including but not limited to documentation reasonably acceptable give effect to the Buyer evidencing Seller’s sale, transfer, and assignment of all of the Membership Interests to the BuyerTransactions. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, Note (if applicable and then only at the Purchase Price as set forth in Section 1.3 above6Closing that includes the Purchased Assets associated with the Producer Business); (ii) the Bill of Sale and Assignment and Assumption Agreement duly executed by B▇▇▇▇; and (iiiii) At a certificate of the Initial Closing Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the manager of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Final Closingother Transaction Documents to which Buyer is a party and the consummation of the Transactions, such and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred Transaction Documents to in Section 1.5which B▇▇▇▇ is a party.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) A true, complete and correct copy of a current certificate of good standing of the Company from the Secretary of State of Oklahoma at the Initial ClosingEscrow Agreement duly executed by Seller; (ii) At a ▇▇▇▇ of sale (the Initial Closing“▇▇▇▇ of Sale”) duly executed by Seller, a commitment or pay off statement from any lien holder of transferring the Company tangible personal property included in the Purchased Assets to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets of the Company have been or will be released upon payment of the Secured Debt; (iii) A an assignment and assumption agreement duly executed by Seller in form and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”) effecting the assignment of the Membership Interests evidencing the transfer to and assumption by Buyer of the 49% Interest, substantially Purchased Assets and the Assumed Liabilities; (iv) an assignment[s] duly executed by Seller in the form that attached hereto on Schedule 1.6 (iii) and substance reasonably satisfactory to Buyer (the “49% AssignmentIntellectual Property Assignments”)) transferring all of Seller’s right, title and at interest in and to the Final ClosingIntellectual Property Assets to Buyer; (v) with respect to each Lease, a an Assignment and Assumption of Lease duly executed Assignment of the 51% Interest evidencing the transfer by Seller in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of the 51% Interest (the “51% AssignmentLease”); (ivvi) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) aboveFIRPTA Certificate; and (vvii) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, the Purchase Price as set forth Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by 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 Section 1.3 above6form and substance reasonably satisfactory to Seller (the “Guaranty”); and (iivi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement. (c) At the Initial Closing and the Final Closing, such other documents Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement. (d) At the Closing, Buyer shall deliver the Debt Payoff Amount to the Seller’s lender, and certificates as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred Seller’s lender shall deliver to Buyer a full release in Section 1.5form and substance satisfactory to Buyer.

Closing Deliverables. (a) At the Initial Closing and the Final Closing, as applicable, Seller will shall deliver or cause to be delivered to BuyerBuyer the following: (i) a ▇▇▇▇ of sale in the form of Exhibit A truehereto (the "▇▇▇▇ of Sale") and duly executed by Seller, complete transferring the tangible personal property included in the Purchased Assets to Buyer or Buyer Sub; (ii) an assignment and correct copy assumption agreement in the form of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer or Buyer Sub of the Purchased Assets and the Assumed Liabilities; (iii) an intellectual property assignment agreement 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 Intellectual Property Assets to Buyer or Buyer Sub; (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 Seller; (v) with respect to each Key Employee, (A) employee agreements (each an "Employee Agreement") and (B) restrictive covenant agreements, duly executed by each Key Employee; (vi) with respect to any liens (other than Permitted Encumbrances) on the Purchased Assets, a current written termination of any such liens on the Purchased Assets; (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k); (x) pay-off letters and cancelled promissory notes regarding all indebtedness to be repaid at Closing, each in form and substance reasonably satisfactory to Buyer; (xi) all of the third-party consents and approvals set forth on Section 3.2(c) of the Disclosure Schedule, in form and substance reasonably satisfactory to Buyer; (xii) draft certificate of good standing of amendment to be filed within five (5) Business Days following the Company from Closing Date with the Secretary of State of Oklahoma at the Initial ClosingState of Delaware (and each other applicable Secretary of State of such States in which Seller is qualified to do business) amending the name of the Seller so that it does not include the phrase "Sharp Spring"; (iixiii) At the Initial Closing, a commitment or pay off statement from any lien holder showing in reasonable detail Seller's good faith calculation of the Company to deliver File-stamped copies of UCC-3 termination statements and/or copies of lien releases or other documents of any kind, if any exist, to the reasonable satisfaction of Buyer, evidencing all Liens or Liabilities with respect to the Membership Interests or assets Net Assets of the Company have been or will be released upon payment Seller as of the Secured Debt; (iii) A duly executed assignment of the Membership Interests evidencing the transfer to Buyer of the 49% Interest, substantially in the form that attached hereto on Schedule 1.6 (iii) (the “49% Assignment”), and at the Final Closing, a duly executed Assignment of the 51% Interest evidencing the transfer to Buyer of the 51% Interest (the “51% Assignment”); (iv) At the Initial Closing, evidence reasonably satisfactory to Buyer that the Excluded Assets have been transferred or Seller has made arrangements to transfer the Excluded Assets and fully assumed by a Person other than the Company upon such transfer(s) in accordance with 1.4(d) above; and (vxiv) At the Initial Closing and Final Closing, such other documents and certificates as Buyer may reasonably request for the purpose customary instruments of evidencing the satisfaction of any condition referred to in Section 1.4, including but not limited to documentation reasonably acceptable to the Buyer evidencing Seller’s sale, transfer, assumption, filings or documents, in form and assignment of all of the Membership Interests substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Initial Closing and the Final Closing, as applicable, Buyer will shall deliver or cause to be delivered to SellerSeller the following: (i) At the Initial Closing, $5,000,000 of the Purchase Price as set forth (the "$5,000,000 Cash Component") by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer on or prior to the Closing Date; provided, that if Net Assets of the Seller on the Closing Date are less than $0.00, the $5,000,000 Cash Component will be decreased by an amount equal to the actual amount of the Seller's Net Assets that are below $0.00 on the Closing Date, on a dollar-for-dollar basis, except that the total outstanding balance due on the Seller's FICPR loan (and any other indebtedness under the payoff letters delivered pursuant to Section 1.3 above63.02(a)(x)) will be paid by the Seller out of the $5,000,000 Cash Component at Closing, and shall be excluded from the calculation of Net Assets; provided further, that the $5,000,000 Cash Component will be reduced by the actual fees paid for by Buyer for the audit contemplated by Section 7.02(m); and (ii) At the Initial Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer or Buyer Sub at or prior to the Closing pursuant to Section 7.03 of this Agreement. (iii) the Assignment and Assumption Agreement duly executed by Buyer or Buyer Sub; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer or Buyer Sub; (v) a security agreement in the Final Closingform of Exhibit D hereto (the "Security Agreement") and duly executed by Buyer Sub, granting a security interest in the Purchased Assets; (vi) a pledge agreement in the form of Exhibit E hereto (the "Pledge Agreement") and duly executed by Buyer, granting a security interest to Seller in one hundred percent (100%) of the capital stock of Buyer Sub owned by Buyer and any other ownership or voting interests in Buyer Sub held from time to time; (vii) the Buyer Closing Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(h) and Section 7.03(i); (ix) with respect to each Key Employee, an Employee Agreement duly executed by Buyer or Buyer Sub; and (x) such other documents customary instruments of transfer, assumption, filings or documents, in form and certificates substance reasonably satisfactory to Seller, as Seller may reasonably request for the purpose of evidencing the satisfaction of any condition referred be required to in Section 1.5give effect to this Agreement.