Common use of Closing Obligations Clause in Contracts

Closing Obligations. On the Closing Dates: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, for transfer to Buyer: (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Dates.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers The Seller will deliver to the Buyer: (i) certificates representing the Shares, duly endorsed by the respective owners thereof (or accompanied by duly executed stock powers), for transfer to the Buyer in form and substance satisfactory to the Buyer:; (ii) the Consultant Contract executed by Sellers an employment and noncompetition agreement in the form of EXHIBIT 2.4 (a)(ii) the letter agreement attached hereto as Exhibit 2.2(a)(ii), executed by the Seller (the "Consultant Contract"“Employment Agreement”); (iii) a lease for the Employment Agreement executed by Johnson principal executive offices and laboratory of the Company in the form of EXHIBIT 2.4 (a)(IIIExhibit 2.2(a)(iii) attached hereto hereto, executed by Seller’s affiliated entity Oakwood Associates, LLC and by a representative of Buyer serving as an officer, and on behalf, of the Company (the "John▇▇▇ ▇▇▇loyment Agreement"“Lease”); (iv) the Sellers Release Disclosure Letter executed by ▇▇▇▇▇▇▇ in the form Seller to Buyer concurrently with the execution and delivery of EXHIBIT 2.4(a)(IV) attached heretothis Agreement; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers the Seller representing and warranting to the Buyer that (x) each of Sellers' the Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates. Date; and (b) Buyer will deliver to Sellers: (iy) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer Seller and the Warrant Company have satisfied all conditions set forth in Section 6 of this Agreement executed which have not been waived by Buyer; (iivi) executed resignations, effective as of the Consultant Contract executed by Closing Date of each officer and director of the Company and/or BuyerCompany; (iiivii) the Johnson Employment Agreement executed by the Company and/or Buyercopies of all consents required pursuant to Section 3.3(b) of this Agreement; (iviii) an opinion of ▇) ▇▇▇▇▇ Buyer Release executed by Buyer ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(b)(IVExhibit 2.2(a)(viii) attached hereto; (vix) an opinion possession or control of counsel dated the corporate seal, all books of account, minute books, stock record books, and other records of the Company then in the possession or control of the Seller or his representatives; (x) copies of the Company’s organizational documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date Date; a complete list of the officers and directors of the Company, certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of New York showing all documents filed in such office with regard to the Company; a tax clearance certificate and good standing certificate from New York; copies of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; and (xi) written proof of payment of the Company’s estimated U.S. federal tax payment for the tax year ended June 30, 2006, in the form amount of EXHIBIT 2.4(b)(vUS$820,000. (b) attached hereto opining as The Buyer will deliver to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and,Seller: (vii) $42,950,000 by wire transfer to an account or accounts specified by the Seller for the Seller’s Shares and $6,000,000 by wire transfer to an account specified by the Escrow Agent for the Employee Shares, to be disbursed by the Escrow Agent in accordance with Section 1.2; (ii) a certificate executed by the Buyer representing and warranting to the effect Seller that (x) each of the Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate and (y) the Buyer has satisfied all conditions set forth in Section 5 of this Agreement; (iii) a release and covenant not to ▇▇▇ Seller in the form of Exhibit 2.2(b)(iii) attached hereto; (iv) the Employment Agreement executed by a representative of Buyer serving as an officer, and on behalf, of PerkinElmer Life and Analytical Sciences; and (v) the Lease executed by a representative of Buyer serving as an officer, and on behalf, of the Company.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers a release in the form of EXHIBIT 2.4 (a)(iiExhibit 2.4(a)(ii) attached hereto executed by ------------------ each Seller (the "Consultant ContractSellers' Release");; ---------------- (iii) the Employment Agreement executed by Johnson an employment agreement in the form of EXHIBIT 2.4 (a)(IIIExhibit ------- 2.4(a)(iii)(A) attached hereto (the "Johnexecuted by ▇▇▇ ▇▇▇loyment Agreement"); (iv▇▇ and an employment agreement in -------------- the form of Exhibit 2.4(a)(iii)(B) the Sellers Release executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ---------------------- (collectively, the "Employment Agreements"); --------------------- (iv) a non-competition agreement in the form of EXHIBIT 2.4(a)(IVExhibit ------- 2.4(a)(iv) attached hereto;executed by ▇▇▇ ▇▇▇▇▇ (the "Non-Competition Agreement"); ---------- ------------------------- (v) the minute book of the Company, containing the stock transfer records; and,Shareholder Intangibles Purchase Agreement executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (vi) a certificate certificate, dated the Closing Date, executed by Sellers representing and warranting to Buyer that that: (A) each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Dates Date (except to the extent expressly made as if made of an earlier date, in which case as of such date); (B) each Seller has complied with all of its covenants and agreements contained in this Agreement; and (C) each Seller has performed all of its obligations required to be performed by it on or prior to the Closing Dates.Date hereunder; (vii) the Escrow Agreement executed by Sellers; and (viii) a real property holding company affidavit on behalf of each Acquired Company, as provided in Section 7.12; and (b) Buyer will deliver to Sellers: (i) the Closing Cash Consideration according to Sellers' wire transfer instructionsPayment, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyeras provided in Section 2.2(c); (ii) the Consultant Contract executed by the Company and/or BuyerSellers' Note; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that: (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Dates Date (except to the extent expressly made as if made of an earlier date, in which case as of such date); (B) Buyer has complied with all of its covenants and agreements contained in this Agreement; and (C) Buyer has performed all of its obligations required to be performed by it on or prior to the Closing DatesDate hereunder; (iv) the Employment Agreements, executed by Buyer; (v) the Non-Competition Agreement, executed by Buyer; (vi) the Shareholder Intangibles Purchase Agreement executed by Buyer; and (vii) the Escrow Agreement executed by Buyer.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Sellers (a)(ii) attached hereto (the collectively, "Consultant ContractSeller's Releases"); (iii) the Employment Agreement an employment agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇▇▇▇ ▇. ▇▇loyment ▇▇▇▇▇ ("Employment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ noncompetition agreements in the form of EXHIBIT 2.4(a)(IV) attached hereto;Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) 433,333 share certificates in the Cash Consideration according to Sellers' wire transfer instructions, form of Rule 144 of the First Note executed by Securities Act stock of Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, which stock shall be registered with the Security Agreement executed by Exchange Commission pursuant to Section 4.6 hereof ("Registered Stock"), and distributed amongst the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSellers; (ii) share certificates in the Consultant Contract executed form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"), to be held by the Company and/or Buyerescrow agent referred to in Section 2.4(c); (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) the Employment Agreement, executed by Buyer. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement") with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers, for transfer to Buyer:); (ii) the Consultant Contract executed by Sellers employment agreements in the form of EXHIBIT 2.4 Exhibits B and C, executed by Sellers (a)(ii) attached hereto (the collectively, "Consultant ContractEmployment Agreements");; and (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Schedules that were delivered by Sellers to Buyer prior to the Closing Date); and (b) Buyer will deliver to Sellers: (i) the Cash Consideration according following amounts by bank cashier's or certified check payable to Sellers' the order of or by wire transfer instructionsto accounts specified by ▇▇▇▇▇▇▇ and ▇▇▇▇, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer respectively: $4,500,000 to ▇▇▇▇▇▇▇ and the Warrant Agreement executed by Buyer$4,500,000 to ▇▇▇▇; (ii) promissory notes payable to ▇▇▇▇▇▇▇ and ▇▇▇▇ in the Consultant Contract executed by respective principal amounts of $1,375,000 and $1,375,000 in the Company and/or Buyerform of Exhibit A; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) the Employment Agreements, executed by Buyer. (c) At Closing, the Company will repay an outstanding loan to ▇▇▇▇▇▇▇ in the principal amount of $2,500,000 and an outstanding loan to ▇▇▇▇ in the principal amount of $650,000. All accrued interest on such loans shall be repaid by the Company at Closing. At the Closing, the Buyer shall provide the Company additional debt or equity funding in an amount necessary to repay the entire principal and interest of the ▇▇▇▇▇▇▇ and ▇▇▇▇ loans.

Closing Obligations. On At the Closing Dates:Closing: ------------------- (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powerspowers or equivalent documents), with signatures for transfer to Buyer:; (ii) an executed version of the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) Shareholders Agreement attached hereto and made a part hereof as Exhibit 3 (the "Consultant ContractShareholder's Agreement"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5.; and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerPurchase Price; (ii) an executed version of the Consultant Contract executed by the Company and/or BuyerShareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the Johnson Employment Agreement executed by right to use the Company and/or Buyer;name "Athelea" and all financial rights and obligations) back to Sellers and (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date;

Closing Obligations. On At the Closing DatesClosing: (a) Sellers The Shareholder will deliver to Buyer: (i) certificates representing the Shares, duly endorsed or accompanied by Shares endorsed/assigned to Buyer and with a duly executed stock powers, for transfer to Buyer:power; (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers the Company representing and warranting to Buyer that each of Sellers' the Company's representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer;Date; and (iii) the Johnson Employment Agreement a certificate executed by the Company and/or Buyer;Shareholder representing and warranting to Buyer that each of the Shareholder representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (i▇iv) ▇▇▇ Buyer Release executed by Buyer a Non-Competition Agreement in the form of EXHIBIT 2.4(b)(IVExhibit 3.3(a)(iv) attached hereto; (v) an opinion of counsel dated for each of the Closing Date Company and the Shareholder in form satisfactory to Buyer that (A) the Agreement constitutes the valid and binding obligation of the Company and of the Shareholder, enforceable in accordance with its terms, (B) the Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and (C) the transfer of the Shares as contemplated is in accordance with the Securities Act. (vi) an assignment (if not previously or concurrently made to the Company), in the form of EXHIBIT 2.4(b)(vExhibit 3.3(a)(vi) attached hereto opining as hereto, by General Nutrition Investment Company, a Delaware corporation, of the Intellectual Property Assets; (vii) an amendment to the matters described Assumed Note in Sections 4.1, 4.2, 4.4, 4.6 and 4.7substantially the form of Exhibit 3.3(a)(vii) attached hereto; and, (viviii) a certificate executed by Buyer to the effect that each letter of Buyer's representations resignation, effective immediately, from certain officers and warranties in this Agreement was accurate in all respects as directors of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing DatesCompany identified by Buyer.

Closing Obligations. On In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing DatesClosing: (a) Sellers will or Company, as the case may be, shall deliver to Buyer: (i) stock certificates representing evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed stock powersin blank, for with signatures guaranteed by a commercial bank, or other instruments of transfer in form and substance reasonably satisfactory to Buyer:; (ii) the Consultant Contract executed by Sellers in the form stock books, stock ledgers, minute books, and corporate seals of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract")Company; (iii) the Employment Agreement executed financial statements referred to in Section 3.4 hereof and other information required to be filed pursuant to the Exchange Act with the SEC by Johnson Buyer on its Current Report on Form 8-K in connection with the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement")Closing; (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers each Seller representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of BuyerSeller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Schedules that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (v) an opinion of counsel to the Company and Sellers in the form annexed hereto as Exhibit 2.3(a)(v); and (vi) such other documents and other instruments of transfer and conveyance as may be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller, if necessary. (b) Buyer shall deliver to the Seller: (i) stock certificates evidencing the Consideration Shares; and (ii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers, ) for transfer to Buyer:Buyer and in the case of EAG and EIL duly executed transfers of the EAG Shares, the EIL Shares and the shares of their Subsidiaries; (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract")Sellers' Releases; (iii) resignations of any Persons who are not Acquired Companies Employees from any positions held as directors or officers of the Employment Agreement executed by Johnson Acquired Companies and in the form case of EXHIBIT 2.4 (a)(III) attached hereto (any directors or officers of EAG or EIL acknowledging by deed that such Person has no claim against the "John▇▇▇ ▇▇▇loyment Agreement");Acquired Companies whether for loss of office or otherwise; and (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a Tax Deed in the form of Exhibit 2.4(a)(v) (the "Tax Deed"). (b) Buyer will deliver to Sellers: (i) a bank cashier's or certified check payable to the Cash Consideration according to Sellers' order of or by wire transfer instructions, to an account specified by PPDUK in the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;amount of $1,431,148.00 (One Million Four Hundred Thirty One Thousand One Hundred Forty Eight Dollars). (ii) (1) a promissory note payable to ABI in the Consultant Contract executed by the Company and/or Buyer; principal amount of $18,000,000.00 (iiiEighteen Million Dollars) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer and in the form of EXHIBIT 2.4(b)(IVExhibit 2.4(b)(ii)(1) attached hereto(the "Promissory Note"); (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Dates.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) noncompetition agreement and a two year employment letter agreement for a salary of $178,000, plus the Consultant Contract executed by Sellers Management Incentive Plan bonus and other prerequisites of an executive of Selfix in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"Exhibit 2.5(a)(ii), executed by Rich▇▇▇ ▇. ▇▇▇▇▇; (iii) the Employment Agreement executed by Johnson noncompetition agreement in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "JohnExhibit 2.5(a)(iii), executed by Leon▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇. ▇▇▇▇▇ (▇▇ch agreement, together with the noncompetition agreement described in (iv) above, shall be referred to collectively as the form of EXHIBIT 2.4(a)(IV) attached hereto;"Noncompetition Agreements"); and (v) the minute book of the Company, containing the stock transfer records; and, (viiv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5). (b) Buyer will deliver to Sellersdeliver: (i) to Sellers promissory notes in the Cash Consideration according to Sellers' wire transfer instructions, form of Exhibit 2.5(b) in the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;following amounts: Leon▇▇▇ ▇. ▇▇▇▇▇ $ Rich▇▇▇ ▇. ▇▇▇▇▇ $ Lawr▇▇▇▇ ▇. ▇▇▇a $ Mich▇▇▇ ▇. ▇▇▇a $ Barb▇▇▇ ▇. ▇▇▇a $ (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) Sellers a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iii) to Rich▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Leon▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Noncompetition Agreements and a two year employment agreement for a salary of $178,000, plus the Management Incentive Plan bonus and other prerequisites of an executive employee of Selfix executed by Buyer; and (iv) to the escrow agent referred to in the Escrow Agreement, the sum of $100,000. (c) Buyer and Sellers will enter into the Escrow Agreement described in Section 10.3. (d) Buyer intends to make a Section 338(h)(10) election pursuant to the Internal Revenue Code in connection with the Contemplated Transactions. Sellers agree to cooperate with Buyer in making such election, including filing, and causing the Company to file, any necessary elections with the Internal Revenue Service. In that regard, each of the Sellers agree to execute a power of attorney in the form of Exhibit 2.5

Closing Obligations. On 2.4.1 At the Closing Dates: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers a noncompetition agreement in the form of EXHIBIT 2.4 (a)(ii) attached hereto Exhibit 2.4.1(ii), executed by Seller (the "Consultant ContractNoncompetition Agreement"); (iii) if this Agreement is executed on a date prior to the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the CompanyClosing Date, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Schedule that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.6); (iv) resignations, effective as of the Closing Date, of all current officers and directors of the Company; and (v) such other documents as Buyer may reasonably request evidencing performance of certain conditions to Closing set forth in this Agreement. (b) 2.4.2 At the Closing Buyer will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' by wire transfer instructionsto accounts specified by Seller, the First Note executed by Buyer, remaining cash portion of the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;Purchase Price specified in Section 2.2.1; and (ii) the Consultant Contract if this Agreement is executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated on a date prior to the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1Date, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) a certificate or certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for with all necessary transfer to Buyer:tax and other revenue stamps acquired at Seller's expense, affixed and canceled free and clear of all encumbrances and with signatures guaranteed by a commercial bank; (ii) the Consultant Contract executed by Sellers a release in the form of EXHIBIT 2.4 (a)(iiExhibit 2.4(a)(ii) attached hereto executed by Seller, UAM and the Acquired Companies (the "Consultant ContractMutual Release");; and (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Buyer that that, to the Knowledge of such officer, each of Sellers' Seller's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter made by Seller and delivered to Buyer prior to the Closing); (iv) the Guaranty to Buyer in the form of Exhibit 2.4(a)(iv) executed by UAM; (v) the Indemnity to Buyer in the form of Exhibit 2.4(a)(v) executed by UAM; and (vi) the additional documents described in Section 7.4. (b) Buyer will deliver to SellersSeller or Seller's designee: (i) the Cash Consideration according to Sellers' by wire transfer instructions, of immediately available federal funds in the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;amount of Twenty Million Dollars ($20,000,000.00); and (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by a duly authorized officer of Buyer stating to Seller that, to the effect that Knowledge of such officer, each of Buyer's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate. (iii) the additional documents described in Section 8.3.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers a. Seller will deliver to Buyer: (i) certificates representing the Option Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer:Buyer or if Seller represents and warrants to Buyer that there are no certificates representing certain of the Option Shares, an assignment of all of the Seller’s interest in the Acquired Company, which assignment shall be guaranteed as set forth above; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Seller (a)(ii) attached hereto (the "Consultant ContractSeller’s Releases"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Option Agreement was accurate in all respects as of the date of this Option Agreement and is accurate in all respects as of the Closing Dates Option Exercise Date as if made on the Closing DatesOption Exercise Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Option Exercise Date in accordance with Section 5.5) . (b) b. Buyer will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;Purchase Price; and (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Option Agreement was accurate in all respects as of the date of this Option Agreement and is accurate in all respects as of the Closing Dates Option Exercise Date as if made on the Closing DatesOption Exercise Date.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver deliver, or cause to be delivered, to Buyer: (i) certificates representing the Sharesa ▇▇▇▇ of sale, duly endorsed or accompanied by duly executed stock powers, for transfer assignment and assumption agreement in form reasonably acceptable to Buyer: (ii) the Consultant Contract executed by Buyer and Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇▇ ▇▇▇loyment of Sale, Assignment and Assumption Agreement"); (ii) warranty deeds in recordable form for the Owned Property that is owned by the Company; (iii) such other instruments of transfer and documents as Buyer may reasonably request; (iv) an affidavit in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that none of Sellers is a foreign person within the Sellers Release executed by ▇▇▇▇▇▇▇ in meaning of Section 1445(f)(3) of the form of EXHIBIT 2.4(a)(IV) attached heretoCode, and any corresponding affidavit required for state tax purposes; (v) a noncompetition agreement in the minute book form of Exhibit 2.5(a)(v), executed by Sellers (the Company, containing the stock transfer records"Noncompetition Agreement"); and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' Thirteen Million Dollars ($13,000,000) by wire transfer instructions, the First Note executed to an account specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSellers; (ii) the Consultant Contract executed sum of Three Million Dollars ($3,000,000), which the Buyer will deliver, on behalf of the Company, to the escrow agent referred to in Section 2.5(c) (the "Escrow Agent") by the Company and/or Buyerbank cashier's or certified check; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto;Sale, Assignment and Assumption Agreement; and (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer representing and warranting to the effect Sellers that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing DatesDate. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.5(c) (the "Escrow Agreement") with a mutually agreeable financial institution ____________. The parties agree that the amount delivered to the Escrow Agent pursuant to Section 2.5 (b) (ii) constitutes funds of the Company, received by the Company as a portion of the Purchase Price, that are delivered to the Escrow Agent on behalf of the Company to provide the Buyer with assurance of certain payments that may become due to the Buyer from the Company, as provided in the Escrow Agreement.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Shareholder will deliver to BuyerParent: (i) certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, for transfer to Buyer:be surrendered to Newco and Parent; (ii) the Consultant Contract executed by Sellers Noncompetition Agreement in the form of EXHIBIT 2.4 (a)(ii) attached hereto Exhibit 2.8(a)(ii), executed by Shareholder (the "Consultant ContractNoncompetition Agreement"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Shareholder representing and warranting to Buyer Parent and Newco that each of Sellers' Shareholder's representations and warranties in this Agreement was are accurate in all respects as of the date Closing Date as if made on the Closing Date (giving full effect to any supplements to the initial disclosure of the Shareholder's Disclosure Letter which were delivered by Shareholder to Parent prior to the Closing Date in accordance with Section 5.6); and (iv) investment letter executed by Shareholder in the form attached hereto as Exhibit 2.8(a)(iv), (the "Investment Letter"). (b) Parent will deliver to Shareholder: (i) the Cash Amount (less the amount to be placed in escrow) by bank cashier's or certified check payable to the order of Shareholder or wire transfer in immediately available funds to an account designated by Shareholder, as may be selected by Shareholder; (ii) the Stock Amount (less the amount to be placed in escrow), issued to Shareholder; (iii) the Noncompetition Agreement executed by Parent; (iv) a certificate executed by Parent to the effect that, except as otherwise stated in such certificate, each of Parent's representations and warranties in this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate ("Parent's Certificate"); and (v) the Registration Rights Agreement executed by Parent. (bc) Buyer Parent and Shareholder will deliver to Sellersenter into: (i) an escrow agreement substantially in the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed form of Exhibit 2.8(c)(i) with such revisions and modifications as may be required by the Nextgen Shareholders, Escrow Agent and are reasonably acceptable to Shareholder and Parent (the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;"Escrow Agreement"); and (ii) the Consultant Contract Articles of Merger, together with the Plan of Merger in the form attached hereto as Exhibit 2.8(c)(ii) (the "Plan of Merger"), shall be executed by Newco and the Company and/or Buyer;and filed with the Secretary of State of the State of Texas. (iiid) Parent will deliver to the Johnson Employment Agreement executed by Escrow Agent to the Company and/or Buyerheld in escrow pursuant to the Escrow Agreement; (i▇) ▇▇▇ Buyer Release executed by Buyer approximately 5% of the Cash Amount; and (ii) approximately 5% of the Stock Amount issued in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as name of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing DatesShareholder.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers, for transfer to Buyer:); (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Sellers, and in the case of trusts, the underlying beneficiaries (a)(ii) attached hereto (the "Consultant Contract"collectively, “Sellers’ Releases”); (iii) the Employment Agreement executed by Johnson consulting agreements in substantially the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"Exhibit 2.4(a)(iii); (iv) the Sellers Release , executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, respectively (collectively, the “Consulting Agreements”); (iv) a real property lease agreement in substantially the form of EXHIBIT 2.4(a)(IVExhibit 2.4(a)(iv) attached heretoexecuted by ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Lease”); (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' ’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (vi) the other documents required to be delivered pursuant to Section 7.4; and (b) Buyer will deliver to Sellers: (i) the Cash Consideration according cash consideration payable pursuant to Sellers' Section 2.2 by wire transfer instructionsto such accounts, and in the First Note executed by Buyerpercentages, as set forth in Part 2.2 of the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerDisclosure Letter; (ii) the Consultant Contract executed by the Company and/or BuyerBuyer Shares; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer a registration rights agreement in the form of EXHIBIT 2.4(b)(IV) attached heretoExhibit 2.4(b)(iii), executed by Buyer (the “Registration Rights Agreement”); (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (v) the other documents required to be delivered pursuant to Section 8.4.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers, ) for transfer to Buyer:; (ii) releases in a form mutually acceptable to the Consultant Contract parties hereto, executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the collectively, "Consultant ContractSellers' Releases"); (iii) the Employment Agreement employment agreement in a form mutually acceptable to USC and Joseph A. Kirchner, executed by Johnson in the form of EXHIBIT 2.4 Joseph A. Kirchner (a)(III) attached hereto (the "JohnEmp▇▇▇▇▇▇▇ ▇▇▇loyment Agreement▇▇▇▇▇▇"); (iv) the Sellers Release executed by nonco▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ts in a form mutually acceptable to the form of EXHIBIT 2.4(a)(IV) attached parties hereto;, executed by Sellers (collectively, the "Noncompetition Agreements");and (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5). (b) Buyer will deliver to Sellers: (i) the Cash Consideration according following amounts by bank cashier's check payable to Sellers' wire transfer instructions, the First Note executed by Buyer, order of the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer BJK Trust and the Warrant Agreement executed by BuyerHAK Trust: $___________ and $______________ to the BJK Trust; (ii) a promissory note payable to the Consultant Contract executed by Family Trust in the Company and/or Buyer;principal amount of $1,750,000 in a form mutually acceptable to the parties hereto (the "Promissory Note"). (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) the Employment Agreement, executed by the Company.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the SharesCompany Stock, duly endorsed (or accompanied by duly executed stock powers), with signature guaranteed by a commercial bank or trust company or by a member firm of a national securities exchange, in proper form for transfer to Buyer:Buyer with all required stock transfer stamps affixed or provided for; (ii) certificates representing the Consultant Contract executed 3,750 shares of the Common Stock owned of record by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇▇▇ ▇▇▇loyment Agreement")▇▇▇; (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (viiii) a certificate executed by Sellers Seller representing and warranting to Buyer that Seller's representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedule that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 6.5); and (iv) an amendment to the Seller's existing employment agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Employment Agreement Amendment"). (b) Buyer will deliver to Seller: (i) the Purchase Price in immediately available funds by wire transfer of $10,503,144.25 (or such other amount as may be due under Section 2.2) to one or more bank accounts specified in writing by Seller not less than three Business Days prior to the Closing; (ii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Sellers' Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer;Date; and (iii) the Johnson Employment Agreement Amendment executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing DatesCompany.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates certificate(s) representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers a release in the form of EXHIBIT 2.4 Exhibit 2.5(a)(ii) executed by Seller (a)(ii) attached hereto (the "Consultant ContractSeller's Release"); (iii) the Employment Agreement executed by Johnson an employment agreement in the form of EXHIBIT 2.4 Exhibit 2.5(a)(iii), executed by M. J▇▇▇▇▇▇▇ (a)(III) attached hereto (the "John▇. ▇▇▇▇▇▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller and the Company, representing and warranting to Buyer that each of Sellers' Seller's and the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter delivered by Seller and the Company to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) an opinion of Packman, Neuwahl & Rose▇▇▇▇▇, ▇.A., dated the Closing Date, in the form agreed to by the parties. (b) Buyer will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' $1,011,600 by wire transfer instructions, payable to the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;order of Seller. (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer Buyer, representing and warranting to the effect Seller that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the M. J▇▇▇▇▇▇▇ ▇▇▇loyment Agreement, executed by Buyer; (iv) an opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇▇P, dated the Closing Date, in the form agreed to by the parties; and (v) the Interest due pursuant to Section 2.6 hereof.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers, ) for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers release in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Seller (a)(ii) attached hereto (the "Consultant Contract"collectively, “Seller’s Release”); (iii) the Employment Agreement executed by Johnson employment agreement in the form of EXHIBIT 2.4 Exhibit 2.4(a)(iii), executed by Seller (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment “Employment Agreement"”); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (v) a lease agreement in the form of Exhibit 2.4(a)(v) executed by Seller on the real property and buildings operated by the Company in Broussard, Louisiana (“Lease Agreement”); and (vi) an affidavit stating that the Seller’s United States taxpayer identification number and that the Seller is not a foreign person pursuant to Section 1445(b)(2) of the Code. (b) Buyer will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' amount of $83,600,000 by wire transfer instructions, the First Note executed to an account specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSeller; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer representing and warranting to the effect Seller that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; (iii) the Employment Agreement executed by Buyer; and (iv) the Lease Agreement executed by the Company.

Closing Obligations. On At or prior to the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates a certificate representing the SharesMembership Interests, duly endorsed (or accompanied by a duly executed stock powerspower), for transfer to Buyer:Buyer free and clear of all Encumbrances; (ii) the Consultant Contract executed by Sellers a release in the form of EXHIBIT 2.4 Exhibit 1.4(a)(ii) executed by Seller, TFS Holdings and each Shareholder (a)(ii) attached hereto (the "Consultant Contract"collectively, “Seller’s Release”); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto a consulting services agreement (the "John▇▇▇ ▇▇▇loyment “Consulting Agreement"); (iv”) the Sellers Release executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ which shall have a term of two years and shall provide for an annual fee of $100,000, payable monthly; and a transition services agreement between the Seller and the Company pursuant to which the Company will provide agreed upon accounting and other administrative services for the Seller for a defined term (the “Transition Services Agreement”), the forms of which are attached hereto as composite Exhibit 1.4(a)(iii); (iv) noncompetition agreements in the form of EXHIBIT 2.4(a)(IV) attached heretoExhibit 1.4(a)(iv), executed by Seller, TFS Holdings and each Shareholder (collectively, the “Noncompetition Agreements”); (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller, TFS Holdings and the Shareholders representing and warranting to Buyer that each of Sellers' Seller’s, TFS Holdings’ and the Shareholders’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer and accepted by Buyer prior to the Closing Date in accordance with Section 5.4); (vi) a lease and option to purchase and sell the Indiantown Property in the form of Exhibit 5.12 (the “Indiantown Lease”) executed by Seller and the Company; and (vii) the Composting Agreement in the form of Exhibit 1.4(a)(vii) pursuant to which the Company agrees to dispose of the chicken manure generated at the Indiantown Property for the three-year period following the Closing Date. (b) Buyer will deliver to Sellersdeliver: (i) To the Cash Consideration according to Sellers' Escrow Agent (as defined below) on November 28, 2008, by wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;$60,672,000; and (ii) To the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1Seller, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate. (c) Buyer and Seller will enter into an escrow agreement in the form of Exhibit 1.4(c) (the “Escrow Agreement”) with SunTrust Banks, Inc. (the “Escrow Agent”) which shall provide for the following: (i) The Escrow Agent shall, on the Closing Date, release $51,972,000 of the escrowed funds to the Seller, less the Seller’s portion of the prorated items described in Section 1.9, by wire transfer to the account specified in Part 1.4(b)(i) of the Disclosure Letter. The Escrow Agent shall retain $1,000,000 to be held in escrow for the benefit of the Buyer as set forth in Section 1.4(c)(iii) below and if the Buyer is entitled to receive any of the amount prorated in accordance with Section 1.9 of this Agreement, then such funds shall be released to the Buyer. The Escrow Agent shall also retain $2,000,000 to be held in escrow until Seller has conveyed good title to the Indiantown Property, by general warranty deed, to the Company, free and clear of all Encumbrances, and $5,700,000 to be held in escrow until those certain bonds issued by the ▇▇▇▇▇▇ County Industrial Development Board have been fully paid and retired and the mortgage(s) on the Indiantown Property and Seller’s Indiantown Property are released and satisfied in full. (ii) The escrowed funds shall be deposited in an interest bearing account and the interest earned thereon shall enure to the benefit of the Buyer until 12:00 midnight on the Inventory Date, and thereafter shall enure to the benefit of the Seller. (iii) The Escrow Agent will retain $1,000,000 in escrow as security for the purchase price adjustment described in Sections 1.5 and 1.6 below, the proration of items described in Section 1.9, as well as Seller’s indemnity obligations in this Agreement, to terminate on the date 18 months after the Closing Date in accordance with the terms of the Escrow Agreement. (iv) The Escrow Agent will retain $2,000,000 in escrow as security for the Seller’s obligations under Section 5.12 to convey good title to the Indiantown Property to the Company in accordance with the terms of the Escrow Agreement.

Closing Obligations. On At the Closing DatesClosing: (a) 2.4.1 Sellers will deliver to Buyer: (ia) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer: (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iiib) the Employment Agreement duly executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book resignation of the Company, containing the stock transfer records's board of directors; and, (vic) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5). (b) 2.4.2 Buyer will deliver to Sellers: (a) (i) certificates representing the Cash Consideration according number of shares of common stock of Buyer ("Common Stock") having a total value, determined as provided in Section 2.7, equal to Sellers' wire transfer instructions$26,770,696 ("Base Shares") plus, at the First Note executed by Buyer's option, an amount equal to the Second Note executed by Buyer, Seller's best estimate of the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; Adjustment Amount ("Adjustment Shares"); or (ii) if Buyer so elects, the Consultant Contract executed Buyer may deliver the number of shares at Closing equal in value, determined as provided in Section 2.8, to ninety-five percent (95%) of $26,770,696 plus, at the Buyer's option, an amount equal to the Seller's best estimate of the Adjustment Amount and by 4:00 p.m. (Eastern Standard Time) of the Company and/or Buyer;next business day deliver the balance of the shares due Sellers as specified in (i) of this section. (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vib) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver (collectively, the "Sellers' Closing Documents") to BuyerBuyers: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer:Buyers; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Sellers (a)(ii) attached hereto (the collectively, "Consultant ContractSellers' Releases"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer Buyers that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyers prior to the Closing Date in accordance with Section 5.5), except that any such representation or warranty that is specifically stated to be accurate only as of a specified date shall remain accurate as of such date; (iv) Documentation establishing compliance with the requirements of Section 7.3 and Section 7.9; and (v) the Additional Documents specified in Section 7.4. (b) Buyer Buyers will deliver (collectively, the "Buyers' Closing Documents") to Sellers: (i) the Cash Consideration according to Sellers' Estimated Purchase Price in immediately available funds by wire transfer instructions, the First Note executed to accounts specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSellers; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer Buyers to the effect that each of Buyer's Buyers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; (iii) the opinion specified in Section 8.4; and (iv) The Additional Documents specified in Section 8.4.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Purchase Shares, duly endorsed (or accompanied by duly executed stock powers), for with any transfer to Buyer:stamps offered thereto. (ii) the Consultant Contract executed by Sellers employment agreements in the form of EXHIBIT 2.4 Exhibit 2.5(a)(ii), executed by Rob▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇d Mar▇ ▇. ▇▇▇▇▇▇ (a)(ii) attached hereto (the ▇ollectively, "Consultant ContractEMPLOYMENT AGREEMENTS"); (iii) the Employment Agreement executed by Johnson noncompetition agreements in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "JohnExhibit 2.5(a)(iii), executed by Rob▇▇▇ ▇. ▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇, ▇ar▇ ▇. ▇▇▇▇▇▇, ▇he Rob▇▇▇ ▇. ▇▇▇▇▇▇▇ in ▇▇ust, the form of EXHIBIT 2.4(a)(IV) attached heretoMar▇ ▇. ▇▇▇▇▇▇ ▇▇ust, and Ter▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the "NONCOMPETITION AGREEMENTS"); (v) the minute book of the Company, containing the stock transfer records; and, (viiv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Schedules that shall have been delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5) and identifying any Breaches of the representations and warranties (without giving effect to any such supplements) that would cause the conditions set forth in Section 7.1 not to be satisfied; (v) a certificate of good standing of each Acquired Company from its state of incorporation, and each jurisdiction in which such Acquired Company is qualified to do business, issued no earlier than thirty (30) days prior to Closing; (vi) resignations of all members of the Board of Directors of each Acquired Company; (vii) an agreement in the form of Exhibit 2.5(a)(vii) (the "TERMINATION AGREEMENT") terminating: (A) the Agreement dated July 19, 1994 by and among certain of the Sellers and the Company, and (B) the Voting Trust Agreement dated October 9, 1996 by and among certain of the Sellers; (viii) the Escrow Agreement and Additional Payment Escrow Agreement, duly executed by the Sellers; (ix) signature cards or other documentation in form and substance satisfactory to Buyer, necessary to transfer the signing authority for each Acquired Company's bank accounts to Representatives of Buyer; (x) an opinion of counsel for Sellers, dated the Closing Date, in a form reasonably acceptable to Buyer; and (xi) the Transaction Expenses Statement. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing DatesDate; (ii) the Employment Agreements, duly executed by Buyer; (iii) the Escrow Agreement and the Additional Payment Escrow Agreement, duly executed by Buyer; (iv) the Noncompetition Agreements, duly executed by Buyer; (v) certificates evidencing the shares of AdvancePCS stock to be issued to Sellers pursuant to Section 2.2; and (vi) an opinion of counsel for Buyer, dated the Closing Date, in a form reasonably acceptable to Sellers. (c) the Acquired Companies shall pay in full the amount of the Acquired Companies' Transaction Expenses as set forth in the Transaction Expenses Statement.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers The Company will deliver to Buyer: (i) certificates representing a ▇▇▇▇ of sale, assignment and assumption agreement with respect to the Shares, duly endorsed or accompanied Assets and the Assumed Liabilities in the form of Exhibit 2.5(a)(i) (the "▇▇▇▇ of Sale") executed by duly executed stock powers, for transfer to Buyer:the Company; (ii) the Consultant Contract executed by Sellers employment agreements in the form of EXHIBIT 2.4 Exhibit 2.5(a)(ii), executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇ ▇▇▇▇▇ (a)(ii) attached hereto (collectively, the "Consultant ContractEmployment Agreements"); (iii) the Employment Agreement executed by Johnson noncompetition agreements in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "JohnExhibit 2.5(a)(iii), executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇ ▇▇▇loyment Agreement▇▇ (collectively, the "Noncompetition Agreements"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting the Company to Buyer that the effect that: (A) each of Sellers' the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date; and (B) each of the covenants and agreements of the Company to be performed prior to the Closing Date has been duly performed or complied with by the Company; (v) the earnout agreement in the form of Exhibit 2.5(a)(v), executed by the Company (the "Earnout Agreement"); and (vi) the documents contemplated by Section 7.5 hereof; and (b) Buyer will deliver to Sellersthe Company: (i) the Cash Consideration according Initial Purchase Price, plus or minus such prorations of Assets, Assumed Liabilities, income and expenses from the Effective Date to Sellers' the Closing Date as may reasonably be determined and agreed to by the parties prior to the Closing Date, by bank cashier's check or by wire transfer instructions, to the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed accounts specified by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerCompany; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that: (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) the ▇▇▇▇ of Sale, executed by Buyer; (iv) the Employment Agreements, executed by Buyer; (v) the Earnout Agreement, executed by Buyer; and (vi) the documents contemplated by Section 8.4 hereof.

Closing Obligations. On At the Closing Dateseach party shall deliver to the other party those items set forth below, which shall operate as conditions precedent to the obligation to close: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the SharesOwnership Interest, duly endorsed (or accompanied by duly executed stock powersif the Ownership Interest is not certified, an Assignment of Ownership Interest in the form of Exhibit 2.4(a)(i)) for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Seller (a)(ii) attached hereto (the collectively, "Consultant ContractSeller's Release");; and (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (b) Buyer will deliver to SellersSeller: (i) $90,000 by bank cashier's or certified check payable to the Cash Consideration according to Sellers' order of M▇▇▇▇▇▇ ▇▇▇, M.D., or by wire transfer instructions, the First Note executed to account specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSeller; (ii) an Issuance Resolution authorizing the Consultant Contract executed by issuance of new shares of common stock of the Company and/or Buyer representing a value of $50,000 based on the trailing twenty (20) day volume weighted average closing price of the Buyer;’s common stock as of the Closing. Buyer’s transfer agent shall issue a stock certificate in the name of the Seller representing the common shares and deliver directly to the Seller; and (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate.

Closing Obligations. On At the Closing Dateseach party shall deliver to the other party those items set forth below, which shall operate as conditions precedent to the obligation to close: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the SharesOwnership Interest, duly endorsed (or accompanied by duly executed stock powersif the Ownership Interest is not certified, an Assignment of Ownership Interest in the form of Exhibit 2.4(a)(i) for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers release in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Seller (a)(ii) attached hereto (the collectively, "Consultant ContractSeller's Release");; and (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of SellersSeller' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (b) Buyer will deliver to SellersSeller: (i) $53,734.50 by bank cashier's or certified check payable to the Cash Consideration according to Sellers' order of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, or by wire transfer instructions, the First Note executed to accounts specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSeller; (ii) a promissory note payable to Seller in the Consultant Contract executed by principal amounts of $33,734.50 in the Company and/or Buyerform of Exhibit 2.4(b) (the "Promissory Note");; (iii) a stock certificate representing 636,098 shares of common stock in the Johnson Employment Agreement executed by the Company and/or BuyerCompany; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (v) the remaining $97,000 shall be paid by satisfying, in their entirety, the other debts due (▇▇▇▇▇▇▇, **********, ▇▇▇▇▇ Fargo).

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers consulting agreement in the form of EXHIBIT 2.4 Exhibit 2.5(a)(ii), executed by Paul (a)(ii) attached hereto (the ▇▇e "Consultant ContractConsulting Agreement"); (iii) the Employment Agreement executed by Johnson noncompetition agreement in the form of EXHIBIT 2.4 (a)(III) attached hereto Exhibit 2.5(a)(iii), executed by Sellers (the "John▇▇▇ ▇▇▇loyment Noncompetition Agreement");, and (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date; and (b) Buyer will deliver to Sellers: (i) 95 percent (95%) of the Cash Consideration according to Sellers' RMR Purchase Price plus or minus, as appropriate, the Adjustment Amount by wire transfer instructions, to the First Note executed joint account specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerPaul ▇▇▇ Mary; (ii) the Consultant Contract executed Over 60 RMR Purchase Price and the remainder of the RMR Purchase Price after taking into account the amount paid in accordance with Section 2.5(b)(i) (the "Holdback") to the escrow agent referred to in the Escrow Agreement by the Company and/or Buyerwire transfer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) the Consulting Agreement, executed by Buyer. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement").

Closing Obligations. On At the Closing DatesClosing: (a) the Sellers will deliver to Buyer: (i) certificates representing evidencing the Shares, duly endorsed (or accompanied by duly executed and irrevocable stock powers), for transfer to Buyer:, which shall be effective to transfer all of the Sellers' right, title and interest in and to the Shares, free and clear of all Encumbrances; (ii) the Consultant Contract executed by Sellers employment agreements in the form of EXHIBIT 2.4 of, or containing the material terms set forth in, Exhibit 2.4(a)(ii), executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (a)(ii) attached hereto (collectively, the "Consultant ContractEmployment Agreements"); (iii) the Employment Agreement executed by Johnson noncompetition agreements in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"Exhibit 2.4(a)(iii); (iv) the Sellers Release , executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the form of EXHIBIT 2.4(a)(IV) attached hereto"Noncompetition Agreements"); (v) the minute book of the Company, containing the stock transfer records; and, (viiv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was were accurate in all respects as of the date of this Agreement and is are accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (v) such other documents, instruments and agreements that Buyer may reasonably request no later than two business days prior to the Closing, and which Sellers have the power to deliver, in order to consummate the Contemplated Transaction. (b) Buyer will deliver to Sellers: (i) $40,750,000 in cash payable by bank cashier's or certified check payable to the Cash Consideration according order of Seller Representative, or by wire transfer to accounts specified by the Sellers' wire transfer instructions, Representative not later than 3 days before the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerClosing Date; (ii) $2,000,000 in cash as the Consultant Contract executed Holdback payable by bank cashier's check payable to the order of the Custodian, or by wire transfer to accounts specified by the Company and/or Buyer;Custodian. (iii) $1,296,000 in cash payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, by bank cashier's check payable to his order or by wire transfer to accounts specified by him not later than 3 days before the Johnson Employment Agreement executed by the Company and/or BuyerClosing Date; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (v) the Employment Agreements, executed by Buyer.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers The Sellers, will deliver to Buyer: (i) certificates representing the SharesCommon Shares held by the Sellers , duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by each of the Sellers representing and warranting to Buyer that each of Sellers' the representations and warranties by him, or it in this Agreement was accurate in all material respects as of the date of this Agreement Agreements and is accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Sellers' Disclosure Schedule that were delivered by the Company to Buyer prior to the Closing Date in accordance with Section 6.5); and (iii) such other documents as are required to be provided pursuant to Section 8; and (b) Buyer will deliver to Sellerseach Seller: (i) the Cash Consideration according amount to Sellers' wire transfer instructions, be paid to each Sellers at the First Note executed Closing as determined pursuant to Section 2.2 above. Such amounts shall be paid by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;bank cashier's check payable to each Seller. (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer representing and warranting to the effect each Seller that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to any schedules that were delivered, pursuant to this Agreement, by the Buyer to the Sellers or the Company prior to the Closing Date in accordance with Section 7.3); (iii) such other documents as are required to be provided pursuant to Section 9;

Closing Obligations. On At the Closing Datesor thereafter in the case of (d) below: (a) Sellers Seller will deliver to BuyerPurchaser: (i) certificates representing a certificate that the Shares, transfer of the Interest has been duly endorsed or accompanied by duly executed stock powers, for transfer to Buyer:recorded on the Company’s books and records; (ii) the Consultant Contract a certificate executed by Sellers Seller representing and warranting to Purchaser that each of Seller’ representations and warranties in this Agreement was accurate in all material respects as of the form date of EXHIBIT 2.4 this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (a)(ii) attached hereto (giving full effect to any supplements that were duly delivered by Seller to Purchaser prior to the "Consultant Contract"Closing Date pursuant to the terms of this Agreement); (iii) the Employment Agreement executed by Johnson in Non-Competition Agreement, the form of EXHIBIT 2.4 (a)(III) which is attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement");at Exhibit A. (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto;[intentionally omitted] (v) the minute corporate record book and other records of the Company; and (vi) all material documents and instruments and records pertaining to bank accounts and safety deposit boxes of the Company, containing together with such instruments as required by the stock transfer records; and,depository institutions to change the signatories on such accounts and for such safety deposit boxes. (vib) Purchaser will deliver to Seller: (i) The Purchase Price in cash or other immediate available funds; (ii) a certificate executed by Sellers representing and warranting Purchaser to Buyer that the effect that, except as otherwise stated in such certificate, each of Sellers' Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer;Date; and (iii) Purchaser’s assumption of the Johnson Employment Agreement executed by standby agreement dated February 26, 1998 relating to the Company and/or Buyer;medical office building adjacent to the Facility, a copy of such agreement and the form of the assumption is attached hereto as Exhibit 4.02(b)(3). (iiv) Reimbursement for 50% of the $34,375 and related taxes and benefits for the bonus due as of the closing to G▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto;▇▇▇▇▇▇. (vc) an opinion Company will pay its outstanding indebtedness due to MedCath Finance Company pursuant to the terms of counsel dated such debt in cash or other immediately available funds which include all principal and interest due thereon and all amounts required to be advanced to pay any amount due to Parent or Seller for management fees and other goods and services provided by them to the Company (“MedCath F▇▇▇▇ Debt”) through the Closing Date. As of April 30, 2006, the parties agree that the outstanding balance of MedCath F▇▇▇▇ Debt, including accrued but unpaid interest and other unpaid amounts due for management fees and other goods and services provided to the Company was the amount shown on Schedule 4.02(c) as the April 30, 2006 MedCath F▇▇▇▇ Debt. Company shall not be obligated to pay any MedCath F▇▇▇▇ Debt in excess of the amount shown on Schedule 4.02(c) as the MFC Cap (the “MFC Cap”). (d) Within 60 days after Closing, Seller or Parent may submit to the Company and Purchaser a statement, accompanied by appropriate supporting documentation, of amounts paid by Parent or Seller, whether before or after Closing, that relate to the operations and ownership of the Facility and which would have been treated as MedCath F▇▇▇▇ Debt or which would have been paid for by or on behalf of the Company for goods and services if all of such information had been available to the parties or if such amounts had been paid and recorded before the Closing Date in (the form “Post Closing Settlement Amount”) and Purchaser shall pay, or cause the Company to pay, the Post Closing Settlement Amount to Parent within 10 days thereafter, provided however, such payment shall not be due if either Purchaser has paid an amount of EXHIBIT 2.4(b)(v) attached hereto opining as MedCath F▇▇▇▇ Debt equal to the matters described in Sections 4.1MFC Cap, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer or to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of extent, but only to the date of this Agreement and is accurate in all respects as of extent, the Closing Dates as if made on payment thereof shall cause the Closing Dates.MFC Cap to be exceeded

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to BuyerPurchaser: (i) certificates representing the Shares, duly endorsed by the respective Seller (or accompanied by duly executed stock powers, ) for transfer and assignment to Buyer:Purchaser; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Sellers (a)(ii) attached hereto (the collectively, "Consultant ContractSellers' Releases"); (iii) the Employment Agreement executed by Johnson employment agreements containing noncompetition covenants in the form of EXHIBIT 2.4 Exhibit 2.4(a)(iii), executed by Sellers (a)(III) attached hereto (the collectively, "John▇▇▇ ▇▇▇loyment AgreementEmployment Agreements");; and (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer Purchaser that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Purchaser prior to the Closing Date in accordance with Section 5.5); (v) the written Consents of each of the Company's Investors listed in Schedule 3.27(c) of the Disclosure Letter, and of each agency or instrumentality listed in Schedule 3.14 of the Disclosure Letter, consenting to the purchase and sale contemplated by this Agreement; and (vi) evidence reasonably satisfactory to the Purchaser that the line of credit from Compass Bank to the Company (the "Line of Credit") has been terminated and that Wils▇▇ ▇▇▇ been released by said bank from his guaranty of the Line of Credit. Sellers represent and warrant the outstanding balance on the Line of Credit is $60,326.25, and Purchaser acknowledges and agrees that said balance may be paid prior to the Closing Date from monies of the Company. (b) Buyer Purchaser will deliver to Sellers: (i) the Cash Consideration according to Sellers' following amount by wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed to account(s) specified by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSellers in writing: $3,200,000; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer Purchaser to the effect that that, except as otherwise stated in such certificate, each of BuyerPurchaser's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iii) the Employment Agreements, executed by Purchaser.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to BuyerPlum: (i) certificates representing that on completion of the SharesClosing, duly endorsed or accompanied by duly executed stock powers, for transfer to Buyer:Plum shall be the owner of the Property; (ii) the Consultant Contract executed by Sellers in consent of D.W.C. Resources, approving the form assignment to Plum of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract")Lease Agreement for the Property dated February 14, 2003 between Seller and D.W.C. Resources; (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer Plum that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Exhibits that were delivered by Seller to Plum before the Closing Date); and (iv) all other documents which Seller is obligated to execute and deliver on or before the Closing. (b) Buyer Plum will deliver to SellersSeller: (i) certificates in the Cash Consideration according to Sellers' wire transfer instructionsnames of the individual members of Seller, the First Note executed by Buyeras set forth in Exhibit 2, the Second Note executed by Buyerrepresenting an aggregate three million shares of GoldSpring, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerInc. common stock; (ii) the Consultant Contract Note in the form attached to this Agreement as Exhibit 3 duly executed by the Company and/or BuyerPlum; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer Plum to the effect that that, except as otherwise stated in such certificate, each of BuyerPlum's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) all other documents which Plum is obligated to execute and deliver on or before the Closing.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to BuyerBacTech: (i) certificates representing an assignment of the Shares, duly endorsed or accompanied Ownership Interests executed by duly executed stock powers, for transfer to Buyer:the Seller; (ii) the Consultant Contract executed by Sellers in the form resignations of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by TSVLP with ▇▇▇▇▇▇▇ in ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Pass as manager/officers of TSLLC effective on the form of EXHIBIT 2.4(a)(IV) attached heretoClosing Date; (v) the minute book of the Company, containing the stock transfer records; and, (viiii) a certificate executed by Sellers Seller and USEC representing and warranting to Buyer that BacTech that, except as stated in such certificate, each of Sellers' their representations and warranties in this Agreement and the Operating Agreement was accurate in all respects as of the date of this Agreement and the Operating Agreement, as the case may be, and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Exhibits that were delivered by Seller to BacTech before the Closing Date); and (iv) all other documents which Seller and USEC are obligated to execute and deliver on or before the Closing, including the Members' Agreement and Operating Agreement. (b) Buyer BacTech will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' sum of One Hundred Fifty Thousand Dollars ($150,000.00) which BacTech will deliver by wire transfer instructions, the First Note executed to an account designated by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerTSVLP; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer BacTech to the effect that that, except as otherwise stated in such certificate, each of BuyerBacTech's representations and warranties in this Agreement and the Operating Agreement was accurate in all respects as of the date of this Agreement and the Operating Agreement, as the case may be, and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iii) all other documents which BacTech is obligated to execute and deliver on or before the Closing, including the Members' Agreement and Operating Agreement.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers the Seymour Companies will deliver or cause to Buyerbe delivered to HPII: (i) certificates representing the SharesLock-Up Agreement (as defined in Section 7.7), duly endorsed or accompanied executed by duly executed stock powers, for transfer to Buyer:the Majority Shareholder; (ii) the Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers the Majority Shareholder representing and warranting to Buyer HPII that each of Sellers' the Majority Shareholder's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing DatesDate (as set forth in Section 7.1) (giving full effect to the Supplemental Disclosure Letter to be delivered by the Majority Shareholder to HPII prior to the Closing Date in accordance with Section 5.6); and (iii) a certificate executed by the chief executive officer of Sales representing and warranting to HPII that the representations and warranties of Sales in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date (as set forth in Section 7.1) (giving full effect to the Supplemental Disclosure Letter to be delivered by Sales to HPII prior to the Closing Date in accordance with Section 5.6). (b) Buyer HPII will deliver to Sellers(or for the benefit of) the shareholders of Sales: (i) the Cash Consideration according to Sellers' Consideration, less the Cash Escrow, if any, by wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed to an account or accounts specified by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerMajority Shareholder in accordance with Schedule 2.4; (ii) the Consultant Contract executed by Escrowed Shares and the Company and/or BuyerCash Escrow, if any, to the escrow agent referred to in 2.8(c) below; (iii) the Johnson Employment Agreement executed by HPI Shares less the Company and/or Buyer;Escrowed Shares to such Persons specified on Schedule 2.4; and (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer HPII representing and warranting to the effect Seymour Companies that each of BuyerHPII's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date (as set forth in Section 8.1) as if made on the Closing DatesDate. (c) HPII, the Majority Shareholder and Seymour Companies will execute the escrow agreement in the form of Exhibit 2.8(c) (the "Escrow Agreement") with a mutually selected escrow agent.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, for original share registry document of the Company reflecting the transfer of the UDT Shares to Buyer:Buyer in a manner legally effective to transfer full ownership rights in the UDT Shares to Buyer under Korean law; (ii) the Consultant Contract executed by Sellers a release in the form of EXHIBIT 2.4 Exhibit 2.3(a)(ii) executed by Seller (a)(ii) attached hereto (the "Consultant ContractSeller's Release"); (iii) tax clearance certificates for national tax and local tax for the Employment Agreement executed by Johnson in Company for the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement")past three financial years; (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting Seller to Buyer the effect that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate. (b) Buyer will deliver to SellersSeller: (i) certificates representing the Cash Consideration according to Sellers' wire transfer instructionsMaxus Shares, issued in the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyername of Seller in accordance with Section 2.1(b) above; (ii) options in form determined by Buyer granting to those persons listed in Schedule 2.3(b)(ii) the Consultant Contract executed by right to acquire the Company and/or Buyer;number of common shares set forth opposite the names of such persons in Schedule 2.3(b)(ii) for the market price of the common shares at the Closing Date; and (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date; and

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the SharesStock, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank, for transfer to Buyer:; (ii) The written resignation, effective as of the Consultant Contract executed by Sellers in Closing, of the form officers and directors of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract");Company; and (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by the Sellers representing and warranting to Buyer that each of Sellers' ’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any Modification Notices) (the “Sellers’ Closing Certificate”); (b) Buyer will deliver to Sellers: (i) a cash payment by wire transfer in immediately available funds to an account specified by the Cash Consideration Sellers’ Representative in an amount equal to the Purchase Price as adjusted according to Sellers' wire transfer instructionsSection 2.5, minus the First Note executed by Buyer, sum of One Million Dollars ($1,000,000) (the Second Note executed by Buyer, "Escrow Amount") that shall be paid into an escrow account pursuant to the Third Note executed by Buyer, escrow agreement attached hereto as Exhibit 2.4(b)(i) (the Secured Note executed by Buyer, “Escrow Agreement”). The total amount paid pursuant to this Section 2.4(b)(i) shall be the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;"Cash Payment." (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (the “Buyer’s Closing Certificate”); (c) From funds advanced at the Closing by Buyer, the Company shall deliver to each of the holders of Company Indebtedness an amount equal to the Company Indebtedness held by such holder.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers a consulting agreement in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii), executed by Seller (a)(ii) attached hereto (the "Consultant ContractConsulting Agreement"); (iii) the Employment Agreement executed by Johnson leases (the "Leases") in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"Exhibit 2.4(a)(iii), executed by Seller; (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates.Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' Twenty-five Million ($25,000,000) Dollars by wire transfer instructions, of immediately available funds to the First Note executed account specified by Buyer, Seller less any amounts paid to Seller under the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerEscrow Agreement; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; (iii) the Consulting Agreement, executed by Buyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyer.

Closing Obligations. On At the Closing DatesFirst Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers, ) for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Sellers (a)(ii) attached hereto (the "Consultant Contract"collectively, “Sellers’ Releases”); (iii) the Employment Agreement executed by Johnson employment agreements in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ Exhibit 2.4(a)(iii)(1), executed by Whent and A. ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ (collectively, “Employment Agreements”); (iv) noncompetition agreements in the form of EXHIBIT 2.4(a)(IV) attached hereto;Exhibit 2.4(a)(iv), executed by Whent and A. ▇▇▇▇▇▇▇▇▇▇ (collectively, the “Noncompetition Agreements”); and (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' ’ representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, and that each of Sellers’ representations and warranties in Sections 3.3, 3.4, 3.12, 3.24, 3.28 and 3.29 was accurate in all respects as if made on the Closing Date (giving full effect to any supplements to the Schedules that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) the following amounts by bank cashier’s or certified check payable to the order of or by wire transfer to accounts specified by Whent, A. ▇▇▇▇▇▇▇▇▇▇ and M. ▇▇▇▇▇▇▇▇▇▇, respectively: (a) $1,500,000 (CAD) to Whent, (b) $900,000 (CAD) to A. ▇▇▇▇▇▇▇▇▇▇ and (c) $600,000 (CAD) to M. ▇▇▇▇▇▇▇▇▇▇, or to whom each Seller may direct; (ii) the Stock Consideration evidenced by Buyer common stock issued in the name of Whent, A. ▇▇▇▇▇▇▇▇▇▇ and M. ▇▇▇▇▇▇▇▇▇▇, respectively, as follows: (a) 25,000 shares to Whent, (b) 15,000 shares to A. ▇▇▇▇▇▇▇▇▇▇ and (c) 10,000 shares to M. ▇▇▇▇▇▇▇▇▇▇; (iii) the sum of $300,000 (CAD) to the escrow agent referred to in Section 2.4(c) by bank cashier’s or certified check; (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates. (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached heretoDate; (v) an opinion the Employment Agreements, executed by Buyer; and (vi) releases from Buyer and the Company in favor of counsel dated each resigning officer and director of OL, Alamar, Mar and the Closing Date Company in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and,Exhibit 2.4(b)(vi). (vic) Buyer and Sellers will enter into an escrow agreement in substantially the form of Exhibit 2.4(c) (the “Escrow Agreement”) with U.S. Bank, N.A., which shall provide for a certificate executed by term of six (6) months following the Closing Date, at which time any remaining escrowed funds would be released to Sellers, and that Buyer to the effect that each of Buyer's representations shall be responsible for all fees and warranties in this Agreement was accurate in all respects as expenses of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing Datesescrow agent thereunder.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by each Seller (a)(ii) attached hereto (the collectively, "Consultant ContractSellers' Releases"); (iii) the Employment Agreement executed by Johnson employment agreements in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"Exhibit 2.4(a)(iii); (iv) the Sellers Release , executed by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of EXHIBIT 2.4(a)(IV) attached hereto;Exhibit 2.4(a)(iv), executed by each Seller (collectively, the "Noncompetition Agreements"); and (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that that, except as otherwise stated in such certificate, each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates.Date; and (b) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' Amount, by wire transfer instructions, the First Note executed to accounts specified by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSellers; (ii) promissory notes ("Fixed Notes") in the Consultant Contract executed form of Exhibit 2.4(b)(ii)(A) aggregating to the Fixed Notes Amount which will be personally guaranteed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to guaranty agreements in the Company and/or Buyerform of Exhibit 2.4(b)(ii)(B) (the "Guaranties"); (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; promissory notes (i▇"Earnout Notes") ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached heretoExhibit 2.4(b)(iii); (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (viiv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing DatesDate; and (v) the Employment Agreements, executed by Buyer.

Closing Obligations. On In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing DatesClosing: (a) Sellers will or Company, as the case may be, shall deliver to Buyer: (i) stock certificates representing evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed stock powersin blank, for with signatures guaranteed by a commercial bank, or other instruments of transfer in form and substance reasonably satisfactory to Buyer:; (ii) the Consultant Contract executed by Sellers in the form stock books, stock ledgers, minute books, and corporate seals of EXHIBIT 2.4 (a)(ii) attached hereto (the "Consultant Contract")Company; (iii) the Employment Agreement executed financial statements referred to in Section 3.4 hereof and other information required to be filed pursuant to the Exchange Act with the SEC by Johnson Buyer on its Current Report on Form 8-K in connection with the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement")Closing; (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers each Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates. Date (b) giving full effect to any supplements to the Schedules that were delivered by Seller to Buyer will deliver prior to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer Closing Date in the form of EXHIBIT 2.4(b)(IV) attached heretoaccordance with Section 5.5); (v) an opinion of counsel dated to the Closing Date Company and Sellers in the form of EXHIBIT 2.4(b)(v) attached annexed hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7Exhibit 2.3(a)(v); and, (vi) such other documents and other instruments of transfer and conveyance as may be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller, if necessary. (b) Buyer shall deliver to the Seller: (i) stock certificates evidencing the Consideration Shares; and (ii) a certificate executed by Buyer as to the effect that each accuracy of Buyer's its representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates and as if made on to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing DatesClosing.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers a release in the form of EXHIBIT 2.4 Exhibit 2.5(a)(ii) executed by Seller (a)(ii) attached hereto (the "Consultant ContractSeller's Release"); (iii) the Employment Agreement executed by Johnson an employment agreement in the form of EXHIBIT 2.4 Exhibit 2.5(a)(iii), executed by R. M▇▇▇▇▇▇ (a)(III) attached hereto (the "John▇. M▇▇▇▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Seller and the Company, representing and warranting to Buyer that each of Sellers' Seller's and the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Disclosure Letter delivered by Seller and the Company to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) an opinion of Packman, Neuwahl & Rose▇▇▇▇▇, ▇.A., dated the Closing Date, in the form agreed to by the parties. (b) Buyer will deliver to SellersSeller: (i) the Cash Consideration according to Sellers' $795,600 by wire transfer instructions, payable to the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer;order of Seller. (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer Buyer, representing and warranting to the effect Seller that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the R. M▇▇▇▇▇▇ ▇▇▇loyment Agreement, executed by Buyer; (iv) an opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇▇P, dated the Closing Date, in the form agreed to by the parties; and (v) the Interest due pursuant to Section 2.6 hereof.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer:; (ii) the Consultant Contract executed by Sellers releases in the form of EXHIBIT 2.4 Exhibit 2.4(a)(ii) executed by Sellers (a)(ii) attached hereto (the collectively, "Consultant ContractSellers' Releases"); (iii) the Employment Agreement an employment agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇▇▇▇ ▇. ▇▇loyment ▇▇▇▇▇ ("Employment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ noncompetition agreements in the form of EXHIBIT 2.4(a)(IV) attached hereto;Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) 433,333 share certificates in the Cash Consideration according to Sellers' wire transfer instructions, form of Rule 144 of the First Note executed by Securities Act stock of Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, which stock shall be registered with the Security Agreement executed by Exchange Commission pursuant to Section 4.6 hereof ("Registered Stock"), and distributed amongst the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by BuyerSellers; (ii) share certificates in the Consultant Contract executed form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"),to be held by the Company and/or Buyerescrow agent referred to in Section 2.4(c); (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) the Employment Agreement, executed by Buyer. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(c) (the "Escrow Agreement") with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

Closing Obligations. On At the Closing DatesClosing, subject to the terms, covenants and conditions contained herein: (a) Sellers Shareholder will deliver to BuyerParent: (i) certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, for transfer to Buyer:be surrendered to Parent; (ii) the Consultant Contract executed by Sellers noncompetition agreement in the form of EXHIBIT 2.4 (a)(ii) attached hereto Exhibit 5.11 executed by Shareholder (the "Consultant ContractNoncompetition Agreement"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers Shareholder representing and warranting to Buyer Parent and Newco that each of Sellers' Shareholder's and the Company's representations and warranties in this Agreement was are accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Dates Date as if made on the Closing Dates.Date (giving full effect to any supplements to the initial disclosure of the Shareholder's Disclosure Memorandum which was delivered by Shareholder to Parent prior to the Closing Date); and (biv) Buyer will deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note investment letter executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer Shareholder in the form of EXHIBIT 2.4(b)(IV) attached hereto;hereto as Exhibit 5.9, (the "Investment Letter"). (v) an opinion of counsel dated the Closing Date as referred to in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and,Section 8.1(f); (vi) letters of resignation of the officers and directors of the Company; (vii) All other documents and certificates required to be delivered to Parent pursuant to this Agreement including, if not previously delivered. (b) Parent will deliver to Shareholder: (i) the Stock Amount, issued to Shareholder; (ii) the Cash Amount (less any Asset payoff amounts) by bank, cashier's or certified check payable to the order of Shareholder or wire transfer in immediately available funds to an account designated by Shareholder, as may be selected by Shareholder; (iii) a certificate executed by Buyer Parent to the effect that that, except as otherwise stated in such certificate, each of BuyerParent's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects respect as of the Closing Dates Date as if made on the Closing DatesDate ("Parent's Certificate"); and (c) Parent and Company and Shareholder will enter into the Articles of Merger, and shall be executed by Company and Parent and filed with the Secretaries of State of the State of Texas and the State of Arkansas.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers FSLB shall deliver: (1) to each Shareholder one or more certificates for that number of shares of FSLB Common Stock set forth next to the name of each Shareholder on Schedule I attached hereto. Each such certificate will deliver be registered in the name of such Shareholder (or such other person as such Shareholder may designate to Buyer: FSLB in writing not less than two (i2) certificates representing business days prior to the SharesClosing), duly endorsed or accompanied by duly executed stock powersfree and clear of any Liens; (2) to Targets and the Shareholders, for transfer to Buyer: (ii) the Consultant Contract a certificate executed by Sellers FSLB representing and warranting that each of FSLB's representations and warranties in this Agreement was accurate in all respects as of the form date of EXHIBIT 2.4 this Agreement and continue to be accurate in all respects as of the Closing Date; and (a)(ii3) attached hereto (the "Consultant Contract"); (iii) the Employment Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto (the "John▇▇▇ to ▇▇▇loyment Agreement"); (iv) the Sellers Release executed by ▇▇▇▇▇▇▇ certificates representing all of the shares of Common Stock of Sub duly registered in the form name of EXHIBIT 2.4(a)(IV) attached hereto;▇▇▇▇▇▇▇▇▇▇, free and clear of any Liens. (vb) the minute book Shareholders shall deliver to FSLB: (1) (as provided in Section 4.1 below) certificates representing all of the CompanyShares duly registered in the name of FSLB (or such other Person as FSLB may designate to the Shareholders not less than two (2) business days prior to the Closing), containing the stock transfer recordsfree and clear of any Liens; and, and (vi2) a certificate one or more certificates executed by Sellers the Shareholders representing and warranting to Buyer that each of SellersShareholders' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is continue to be accurate in all respects as of the Closing Dates Date (except as if made on may be specified in any supplement to the Closing DatesTarget Disclosure Memorandum). (bc) Buyer will Each Target shall deliver to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note FSLB one or more certificates executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer such Target representing and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that warranting each of BuyerTarget's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is continue to be accurate in all respects as of the Closing Dates Date (except as if made on may be specified in any supplement to the Closing DatesTarget Disclosure Memorandum). In addition, ▇▇▇▇▇▇▇▇▇▇ shall deliver to FSLB one or more certificates for the identical number of shares of ▇▇▇▇▇▇▇▇▇▇ Common Stock as the number of shares of Sub Common Stock delivered by FSLB as described in Section 1.3(a) above.

Closing Obligations. On At the Closing DatesClosing: (a) Sellers will Seller shall deliver to BuyerPurchaser: (i) certificates representing the Shares▇▇▇▇ of Sale, duly endorsed or accompanied executed by duly executed stock powers, for transfer to Buyer:Seller; (ii) the Consultant Contract a certificate executed by Sellers Seller representing and warranting to Purchaser that each of the representations and warranties of Seller in this Agreement was accurate in all respects as of the form date of EXHIBIT 2.4 this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (a)(ii) attached hereto (giving full effect to any supplements to the "Consultant Contract"Disclosure Memorandum that were delivered by Seller to Purchaser prior to the Closing Date in accordance with Section 6.5); (iii) such other documents as Purchaser may reasonably request for the Employment Agreement executed purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Johnson Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the satisfaction of any condition referred to in Article 8, or (D) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Purchaser shall deliver: (i) A stock certificate(s) representing 12,222,222 shares of the Stock in the form name of EXHIBIT 2.4 (a)(III) attached hereto (Seller, or as designated by Seller, and evidence of direction and authority given to Purchaser’s transfer agent to issue a certificate in the "John▇▇▇ ▇▇▇loyment Agreement")name of Seller for such additional shares of the Stock as may be required to be issued pursuant to Section 2.4.; (ivii) the Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached heretoSale duly executed by Purchaser; (v) the minute book of the Company, containing the stock transfer records; and, (viiii) a certificate executed by Sellers representing and warranting Purchaser to Buyer the effect that each of Sellers' Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Dates Date as if made on the Closing DatesDate; and (iv) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, (B) evidencing the performance by Purchaser of, or the compliance by Purchaser with, any covenant or obligation required to be performed or complied with by Purchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (D) otherwise facilitating the consummation of any of the Contemplated Transactions. (bc) Buyer will deliver Simultaneously with such deliveries, Seller shall take all action necessary or appropriate to Sellers: (i) the Cash Consideration according to Sellers' wire transfer instructions, the First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer put Purchaser in actual possession and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as operating control of the date of this Agreement and is accurate in all respects as of the Closing Dates as if made on the Closing DatesAssets.