Common use of Closing Obligations Clause in Contracts

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or ▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or ▇▇▇▇▇▇At the Closing, as applicable, shall deliver the following deliveries will be made to PurchaserBuyer: (i) a ▇▇▇▇ an assignment of sale the IDE Membership Interests, duly executed by Seller for IRG, free and clear of all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”)Encumbrances; (ii) a ▇▇▇▇ an assignment of sale or other assignment instrument the IRG Membership Interests, duly executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ ContributionsIESG, free and clear of all Encumbrances; (iii) an assignment of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”)notary public; (iv) one or more an assignment of all right, title and assumption agreements interest of the Companies in the DE Domain Names, duly executed by Seller for each Insignia IP, free and clear of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”)all Encumbrances; (v) each the Support Services Agreement in the form of the Consents identified on Schedule 4.3 as a required ConsentExhibit D hereto, duly executed by IESG; (vi) titles a termination of the existing license agreements with respect to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor DE Marks between Insignia IP and each of PurchaserIDE and IRG; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractorsLien Releases; (viii) a certificate executed on behalf an agreement, in the form of Seller and ▇▇▇▇▇▇ as Exhibit K hereto, pursuant to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations which CBRE shall agree to be performed or complied with at or before bound by the Closing in accordance with provisions of Section 8.22.8 hereof, duly executed by CBRE; and (ix) the Non-Competition and Employment Agreements described additional documents referred to in Section 8.47.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents." (b) Purchaser shall At the Closing, Buyer will deliver to the Seller or ▇▇▇▇▇▇, as the case may beParties: (i) that portion of the Purchase Price described in Section 3.1(a)Closing Amount; (ii) the NotesSupport Services Agreement, duly executed by Buyer and IRG; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Lender Subordination Agreement, duly executed by Purchaserthe parties thereto (other than the Seller Parties); and (iv) a certificate executed by Purchaser the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as to the accuracy of its representations and warranties as of the date of this Agreement and as of the "Buyer's Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2Documents."

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or shall deliver to Buyer: (i) a b▇▇▇ of sale and assignment and assumption agreement, in a form acceptable to Buyer (the “B▇▇▇ of Sale”), executed by Seller; (ii) the Escrow Agreement, executed by Seller and Escrow Agent; (iii) a Consulting Agreement between Buyer and G▇▇▇▇, executed by G▇▇▇▇ and Employment Agreements between Buyer and each of R▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“G▇▇▇▇▇”) and S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ (“B▇▇▇▇▇”), executed by G▇▇▇▇▇ and B▇▇▇▇▇, as applicablethe case may be, shall deliver to Purchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of substantially in the Purchased Assets that are personal property in substantially the same form respective forms attached as Exhibit 2.6(a)(i) Exhibits E-1, E-2, and E-3 (the “▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark AssignmentConsulting /Employment Documents”); (iv) one or more assignment and assumption agreements the Residuary Assignment (as defined below), executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the G▇▇▇▇ and Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) the (1) Intellectual Property Assets Assignment, (2) Patent Assignment and (3) M▇▇▇▇▇▇▇ License Assignment (each of the Consents identified on Schedule 4.3 as a required Consentdefined below), in each case, executed by Seller; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed Sublease executed by Seller in favor of Purchaserand Landlord; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller; (viii) payoff letters for all of Seller’s indebtedness with First Sentry Bank and any other lenders or creditors of Seller who have liens or other Encumbrances on any Assets (the “Retired Indebtedness”) (such letters, collectively, the “Payoff Letters”) and any other documentation (such documentation, the “Additional Documentation”) required for the release of all Encumbrances (collectively, the “Seller Encumbrances”) relating to (i) the Retired Indebtedness and/or (ii) the Assets, in each case, executed by Seller and each applicable creditor or other Person to which any Seller Encumbrance is attributable; (ix) draft copies of UCC-3 termination statements to be filed with the Secretary of State of the State of West Virginia corresponding to each outstanding UCC-1 financing statement reflecting a security interest or other Encumbrance over any of the Assets in favor of any third party and draft copies of any other similar filing necessary to terminate any other outstanding public notice or financing statement reflecting an Encumbrance over any of the Assets (collectively, the “Termination Statements”); (x) executed written consents or approvals of, or notice to, any third parties to or regarding the assignment of the Assumed Contracts or the execution, delivery and performance of the Transaction Documents as specified on Schedule 3.2(c) (except where such consent or approval is contained in another document delivered by Seller pursuant to this Section 2.8(a)); (xi) a certificate of an authorized officer of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and bylaws of Seller, each as amended, including a certificate of existence issued by the Secretary of State of the State of West Virginia, certifying and attaching all requisite resolutions of Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions; (xii) any Tax clearance certificates, certificate of good standing or similar documents from any applicable Taxing authority requested by Buyer in its sole discretion or otherwise required by applicable laws; (xiii) the Funds Flow Memorandum (as defined below); (xiv) evidence of filing with the Secretary of State of the State of West Virginia and any other applicable Governmental Body of the Amendments (as defined below), as applicable, and evidence of adoption by the board of directors and/or shareholders of Sellers, as applicable, of an amendment to the bylaws of Seller reflecting the same name change; and (xv) such other documents as may be reasonably required by Buyer in connection with the consummation of the Contemplated Transactions. (b) Buyer shall deliver to Seller: (i) the Closing Payment, to an account identified in writing by Seller prior to the Closing; (ii) the Escrow Agreement, executed by Buyer; (iii) the Consulting/Employment Documents executed by Buyer; (iv) the (1) Intellectual Property Assets Assignment, (2) Patent Assignment, and (3) M▇▇▇▇▇▇▇ License Assignment, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ executed by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2Buyer; and (ixv) the Non-Competition and Employment Agreements described in Section 8.4Sublease executed by Buyer. (bc) Purchaser Buyer shall deliver the Escrow Deposit to Seller or ▇▇▇▇▇▇, as the case may be:Escrow Agent. (id) that portion of Buyer shall pay the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as Payoff Amounts to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing each respective creditor or other Person in accordance with Section 9.1 the Payoff Letters, the Additional Documentation, if any and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2Funds Flow Memorandum.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of Sellers in attendance at Closing notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) the Consulting Agreements executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.4(a) (the "Consulting -------------- Agreement");] (iii) separate Employment Agreements for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇ and ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇. ▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for and in the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form attached hereto as Exhibit 2.6(a)(iiiEXHIBIT ------- 2.4(a)(iii) (the “Trademark Assignment”"Employment Agreements");] ----------- (iv) one or more assignment and assumption agreements a certificate executed by Seller for Sellers and the Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 Organizational Documents; and (the “Assignment and Assumption Agreements”); (vB) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their 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 (the "Sellers' Closing Certificate"); (v) opinion(s) of counsel, dated the Closing Date, in accordance with the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇.▇. ▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 8.1 2.4(b), (2) evidencing the accuracy of any of Sellers' representations and as to their warranties, (3) evidencing the performance by Sellers of, or the compliance with and performance of their covenants and obligations by Sellers with, any covenant or obligation required to be performed or complied with at by the Sellers, or before (4) otherwise facilitating the Closing in accordance with Section 8.2; and (ix) consummation or performance of any of the Non-Competition and Employment Agreements described in Section 8.4Contemplated Transactions. (b) Purchaser shall Buyer will deliver to each Seller (or ▇▇▇▇▇▇, as the case may be:to such other Persons designated below): (i) that portion such Seller's share of the Purchase Price described as set forth in Section 3.1(a);instructions to be provided by Sellers together with the Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the Notesterms of the Consulting Agreement, the Non-Competition Agreements and/or the Employment Agreements; (iii) the Assignment Consulting Agreement, the Non-Competition Agreements and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Employment Agreements, all executed by Purchaser; andBuyer;] (iv) a certificate executed by Purchaser as Buyer to the accuracy effect that, except as otherwise stated in such certificate, each of its 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 Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (v) opinion(s) of counsel, dated the Closing Date, in accordance with the form of EXHIBIT 2.4(b)(v); and ----------------- (vi) such other documents as Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 9.1 and as to its 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance with and performance of its covenants and obligations by Buyer with, any covenant or obligation required to be performed or complied with at by Buyer, or before (4) otherwise facilitating the Closing in accordance with Section 9.2consummation of the Contemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller or ▇▇▇▇▇▇the Parent Entity, as applicable, shall will deliver or cause to Purchaserbe delivered to Buyer: (i) a ▇▇▇▇ such bills of sale executed sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by Seller for the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the Purchased Assets that are personal property in substantially contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the same form as Exhibit 2.6(a)(i) (like relating to the “▇▇▇▇ of Sale”);Company Assets. (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions;Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) a trademark assignment separate Employment Agreements for each of the Seller’s Trademarks employees listed on Exhibit 2.4(a)(iii)-1 and in substantially the same form attached hereto as Exhibit 2.6(a)(iii) --------------------- ------- 2.4(a)(iii)-2 (the “Trademark Assignment”"Employment Agreements");; ------------- (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to Non-Competition Agreement in the Seller’s lease described in Section 2.3 form attached hereto as EXHIBIT 2.4(a)(iv) (the “Assignment and Assumption Agreements”"Non-Competition Agreement");; ------------------ (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and certificate executed by Seller or ▇▇▇▇▇▇, as applicable, including and the assignment Parent Entity representing and warranting to Buyer that each of any Intellectual Property rights that may have arisen in any independent contractors of Seller's and the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their Parent Entity'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 Date as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in accordance with the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 8.1 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and as to their warranties, (3) evidencing the performance by Seller of, or the compliance with and performance of their covenants and obligations by Seller with, any covenant or obligation required to be performed or complied with at by the Seller, or before (4) otherwise facilitating the Closing in accordance with Section 8.2; and (ix) consummation or performance of any of the Non-Competition and Employment Agreements described in Section 8.4Contemplated Transactions. (b) Purchaser shall Buyer will deliver to the Seller (or ▇▇▇▇▇▇, as the case may be:to such other Persons designated below): (i) that the cash portion of the Purchase Price described and appropriate agreements evidencing the assumption of certain liabilities (as provided in Section 3.1(aSections 2.2(a) and 2.5 below); (ii) the NotesNon-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as Buyer representing and warranting to the accuracy Seller and the Parent Entity that each of its 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 Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in accordance with the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 9.1 and as to its 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance with and performance of its covenants and obligations by Buyer with, any covenant or obligation required to be performed or complied with at by Buyer, or before (4) otherwise facilitating the Closing in accordance with Section 9.2consummation of the Contemplated Transactions.

Closing Obligations. In Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall deliver, or caused to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers): (i) one ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller or (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, an amendment to such Lease including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractorseasement; (viii) a certificate executed on behalf of Seller counterpart signature page to a letter agreement, in form and ▇▇▇▇▇▇ as substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as Pay-Off Amounts to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇Pomroys Leasing, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.LP within ninety

Closing Obligations. In Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall deliver, or caused to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers): (i) one ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller or (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”); (ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, an amendment to such Lease including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractorseasement; (viii) a certificate executed on behalf of Seller counterpart signature page to a letter agreement, in form and ▇▇▇▇▇▇ as substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as Pay-Off Amounts to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4. (b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇Pomroys Leasing, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.LP within ninety EXECUTION VERSION

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller or ▇▇▇ Enterprises and ▇▇▇▇▇ Procurement, as applicable, shall will deliver to PurchaserBuyer duly executed copies of: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Acquired Assets that are personal property substantially in substantially the same form attached hereto as Exhibit 2.6(a)(i) A (the “▇▇▇▇ of Sale”); (ii) a an instrument of assignment and assumption substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); (iii) certificates pursuant to clauses (a) and (b) of Section 7.2; (iv) instruments of assignment to Buyer of all registrations and applications for Intellectual Property and other intangibles included in the Acquired Assets and reasonably requested by Buyer; provided, however, ▇▇▇ Procurement’s assignment of the Nickel Ads’ trademark and service ▇▇▇▇ shall be in the form attached hereto as Exhibit C; (v) instruments of sale assignment to Buyer of all rights of ▇▇▇ Enterprises and ▇▇▇ Procurement to the domain names and website addresses included in the Acquired Assets and reasonably requested by Buyer; (vi) a certificate of ▇▇▇ Enterprises and ▇▇▇ Procurement that each is not a foreign Person subject to withholding under Section 1445 of the IRC; (vii) a real property deed, or deeds, as the case may be, substantially in the form attached hereto as Exhibit D (the “Real Property Deed”); (viii) a Transition Services Agreement substantially in the form attached hereto as Exhibit E (the “Transition Services Agreement”); and (ix) all other instruments or documents as Buyer may reasonably request to effect the conveyance and assignment instrument executed of the Acquired Assets as contemplated hereby. (b) Buyer will deliver to ▇▇▇: (i) the cash portion of the Purchase Price by wire transfer in immediately available funds to the account specified by ▇▇▇▇▇▇ for ; (ii) duly executed copies of the ▇▇▇▇▇▇ Contributionscertificates pursuant to clauses (a) and (b) of Section 7.3; (iii) a trademark assignment for each duly executed counterpart of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”)▇▇▇▇ of Sale; (iv) one or more assignment and assumption agreements a duly executed by Seller for each counterpart of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”)Agreement; (v) each a duly executed counterpart of the Consents identified on Schedule 4.3 as a required Consent;Transition Services Agreement; and (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor executed counterparts of Purchaser; (vii) such all other bills of sale, assignments, instruments and certificates of titleassumption, documents novation and other instruments of transfer and conveyance release as ▇▇▇ may reasonably be requested by Purchaser, each request in form order to effectively make Buyer responsible for all Assumed Liabilities and substance satisfactory to Purchaser and its legal counsel and executed by Seller release ▇▇▇ Enterprises or ▇▇▇▇▇▇▇ Procurement, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as therefrom to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described in Section 8.4fullest extent permitted under applicable Law. (b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a); (ii) the Notes; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and (iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or ▇▇▇▇▇▇and Members, as applicablethe case may be, shall deliver to PurchaserBuyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) a ▇b▇▇▇ of sale for all of the Purchased Assets in the form of Exhibit 2.7(a)(i) (the “B▇▇▇ of Sale”) executed by Seller for Seller; (ii) an assignment of all of the Purchased Assets that are intangible personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ exclusive of Sale”Intellectual Property Assets); (ii) a ▇▇▇▇ of sale or other , which assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions; (iii) a trademark assignment for each of the Sellershall also contain Buyer’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment undertaking and assumption agreements executed by Seller for each of the Assumed ContractsLiabilities, including a separate such document with respect to in the Seller’s lease described in Section 2.3 form of Exhibit 2.7(a)(ii) (the “Assignment and Assumption AgreementsAgreement”), executed by Seller; (viii) each assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights executed by Seller in the Consents identified on Schedule 4.3 as a required Consentform of Exhibit 2.7(a)(iii), executed by Seller; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (viiiv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserBuyer, each in form and substance satisfactory to Purchaser Buyer and its legal counsel and executed by Seller or Seller; (v) consulting agreements executed by D▇. ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ and Dr. Prolla in the form of Exhibit 2.7(a)(v) (the “Consulting Agreements”); (vi) noncompetition agreements, executed by virtue each Member in the form of work performed Exhibit 2.7(a)(vi) (the “Noncompetition Agreements”); (vii) a new Research and Development Agreement, in the form of Exhibit 2.7(a)(vii) (the “Research and Development Agreement”), executed by such contractorsSeller and replacing the terminated DTLRA dated September 4, 2009; (viii) a duly executed certificate in the form specified in Treas. Reg. Section 1.1445-2(b); (ix) a certificate executed on behalf of by Seller and ▇▇▇▇▇▇ each Member as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 5.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.25.2; and (ixx) a certificate of the Non-Competition President of Seller certifying, as complete and Employment Agreements described in Section 8.4accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s managers and members approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions. (b) Purchaser Buyer shall deliver to Seller or ▇▇▇▇▇▇and Members, as the case may be: (i) that portion of the Purchase Price described in Section 3.1(a)Price, by wire transfer to an account designated by Seller; (ii) the NotesAssignment and Assumption Agreement executed by Buyer; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Consulting Agreements executed by Purchaser; andBuyer; (iv) the Noncompetition Agreements executed by Buyer; (v) the Research and Development Agreement, executed by Buyer; (vi) a certificate executed by Purchaser Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 6.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.26.2; and (vii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. In addition Subject to any other documents to be delivered under other provisions of this AgreementSection 2.3A, at the Closing: (a) Seller Company and the Stockholders will deliver to Buyer: (i) one or more certificates (or indemnities in the agreed upon form in respect of lost certificates) representing 100% of the issued and outstanding capital stock of the Company on a fully diluted basis, accompanied by duly executed stock transfer forms to Buyer; (ii) written resignations in the agreed terms executed by the officers and directors of Group identified in sub-Sections (xi) and (c) below, effective as of the Closing Date; (iii) written resignations executed by the external auditors of Company, effective as of the Closing Date, to the extent permissible under applicable laws and regulations; (iv) all corporate seals of Group to the extent not in the possession of the Group; (v) the Deed of Release duly executed by the parties thereto; and (vi) the Escrow Agreement duly executed by the Stockholders; (vii) the US Reorganization Documents duly executed by the parties thereto; (viii) a true and complete copy of each of the Insurance Policies; (ix) forms to amend the mandates given to the relevant banks and other financial institutions in such manner as Buyer shall direct (such instructions to be given to the Company at least ten (10) Business Days prior to Closing); (x) the Sellers shall procure that a board meeting of Company is held on the Closing Date at which: (A) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as applicable, shall deliver to Purchaser: (i) a ▇▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”); (ii) a ▇, ▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributionsand ▇▇▇▇▇▇▇ ▇▇▇▇▇ are appointed as directors of Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is appointed secretary of Company; (iiiB) a trademark assignment for each the resignations of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”); (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable▇▇▇▇▇ Gradden, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇▇▇▇ by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller and ▇▇▇▇, Liam Strong, ▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors of Company and ▇▇▇ ▇▇▇▇▇▇ as secretary of Company are accepted; (C) the resignation of the external auditors of the Company is accepted, to the accuracy of their representations extent permissible under applicable laws and warranties as of regulations; (D) the date of this Agreement and as of the Closing in accordance with Section 8.1 and as stock transfers are (subject only to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (ixbeing duly stamped) the Non-Competition and Employment Agreements described in Section 8.4.approved for registration; (b) Purchaser the Sellers shall deliver procure that a board meeting of each of the Subsidiaries is held on the Closing Date at which: (i) the persons nominated by the Buyer in writing are appointed as directors and secretary (as applicable) provided such details are notified to Seller or the Institutional Stockholder at least 10 Business Days prior to Closing; (ii) the resignations of the persons notified by the Buyer are accepted provided such details are notified to the Institutional Stockholder at least 10 Business Days prior to Closing; (iii) the resignation of the external auditors is accepted, to the extent permissible under applicable laws and regulations; (iv) the registered office is changed to ▇-▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇; and (v) all existing bank and other mandates are revoked/modified and such new mandates are issued as the case Buyer may bedirect (such instructions to be given at least ten (10) Business Days prior to Closing); (c) On the Closing Date, Buyer will upon the receipt of all of the certificates (or indemnities for lost certificates in the agreed form) representing 100% of the issued and outstanding shares of the capital stock of the Company on a fully diluted basis: (i) that portion of execute the Purchase Price described in Section 3.1(a)Escrow Agreement; (ii) pay the NotesClosing Cash Proceeds (less the Escrow Amount), by wire transfer in cleared funds to the Stockholders' Solicitors Account; (iii) procure the Assignment execution of the Escrow Agreement by the Escrow Agent and Assumption upon receipt of the Escrow Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; andthe Stockholders, pay the Escrow Amount by wire transfer in cleared funds into the Escrow Account; (iv) a certificate executed procure that the Company shall pay the following amounts by Purchaser as wire transfer in cleared funds to the accuracy of its representations Stockholders' Solicitors' Account; (a) the Loan Notes Redemption Amount to use solely to discharge in full the Loan Notes; and warranties as (b) upon receipt by the Company of the date Deed of this Agreement and as of Release, the Closing Facility Repayment Amount to use solely to discharge in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before full the Closing in accordance with Section 9.2Burdale Facility.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Seller or ▇▇▇▇▇▇, as applicable, shall Sellers will deliver to PurchaserBuyer: (i) a ▇▇▇▇ of sale certificates representing the Shares, duly endorsed (or accompanied by duly executed by Seller stock powers), for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”)transfer to Buyer; (ii) a ▇▇▇▇ of sale or other assignment instrument the Escrow Agreement, executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ ContributionsSellers; (iii) a trademark assignment for each releases in the form of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) D executed by Sellers (collectively, the “Trademark AssignmentSellers’ Releases”); (iv) one or more assignment and assumption employment agreements in the form of Exhibit E, executed by Seller for each of the Assumed ContractsSellers (collectively, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Employment Agreements”); (v) each noncompetition agreements in the form of Exhibit F, executed by Sellers (collectively, the Consents identified on Schedule 4.3 as a required Consent“Noncompetition Agreements”); (vi) titles to resignation letters from each of the motor vehicles included in directors and officers of the Purchased AssetsCompany, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of saleincluding Sellers, assignments, certificates of title, documents ▇▇▇▇▇ and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇▇; (vii) an opinion of Blank Rome LLP, as applicablecounsel to Sellers, including dated the assignment Closing Date, in the form of any Intellectual Property rights that may have arisen in any independent contractors of Exhibit G; (viii) the Seller or ▇▇▇▇▇ Note, executed by the Company and ▇▇▇▇▇, and the ▇▇▇▇▇▇▇ Note, executed by virtue of work performed by such contractors; (viii) a certificate executed on behalf of Seller the Company and ▇▇▇▇▇▇ ▇▇; (ix) [Intentionally Omitted]; (x) the Zaumeyer Release, executed by Zaumeyer; (xi) the Landlord Consent, executed by the Landlord; (xii) a copy of the Company’s Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Florida; (xiii) a certificate of good standing of the Company issued as of a recent date by the Secretary of State of the State of Florida; (xiv) a certificate of the secretary or an assistant secretary of the Company dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Articles of Incorporation of the Company since the date of the certificate referred to in Section 2.4(a)(xii) above; and (ii) the bylaws of the Company; (xv) the certificate contemplated by Section 7.3, executed by each Seller; (xvi) a spousal consent from the spouse of each Seller, as applicable; and (xvii) such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of their any of Sellers’ representations and warranties as of warranties, (ii) evidencing the date of this Agreement and as of performance by any Seller of, or the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations by any Seller with, any covenant or obligation required to be performed or complied with at or before by such Seller, (iii) evidencing the Closing in accordance with Section 8.2; and (ix) the Non-Competition and Employment Agreements described satisfaction of any condition referred to in Section 8.47, or (iv) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Purchaser shall Buyer will deliver to Seller or ▇▇▇▇▇▇, as the case may beSellers: (i) that portion of the Purchase Price described Closing Cash Amount, payable to Sellers as set forth in Section 3.1(a2.2(a)(i); (ii) certificates representing the NotesBuyer Closing Shares; (iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses Escrow Agreement, executed by PurchaserBuyer; (iv) the Promissory Notes, executed by Buyer; (v) the Employment Agreements, executed by Buyer; (vi) the Noncompetition Agreements, executed by Buyer; (vii) the certificate contemplated by Section 8.3, executed by a duly authorized officer of Buyer; and (ivviii) a certificate executed by Purchaser such other documents as Sellers may reasonably request for the purpose of (i) enabling their counsel to provide the opinion referred to in Section 2.4(a)(vii), (ii) evidencing the accuracy of its representations and warranties as any representation or warranty of Buyer, (iii) evidencing the date of this Agreement and as of performance by Buyer of, or the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and obligations by Buyer with, any covenant or obligation required to be performed or complied with at by Buyer, (iv) evidencing the satisfaction of any condition referred to in Section 8, or before (v) otherwise facilitating the Closing in accordance with Section 9.2consummation of any of the Contemplated Transactions.

Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or ▇▇▇▇▇▇Bizarre and Shareholders, as applicablethe case may be, shall deliver to PurchaserJKP Sub: (i) a ▇▇▇▇ bill of sale executed by Seller for all of the Purchased Assets that are personal property in substantially Tangible Personal Proper▇▇ ▇n the same form as of Exhibit 2.6(a)(i4.7(a)(i) (the “▇▇▇▇ of Sale”)"BILL OF SALE") duly executed by Bizarre; (ii) a ▇▇▇▇ of sale or other assignment instrument executed by an ▇▇▇▇▇▇ for gnment of all of the ▇▇▇▇▇▇ ContributionsAssets that are intangible personal property in the form of Exhibit 4.7(a)(ii), which assignment shall also contain JKP Sub's undertaking and assumption of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") duly executed by Bizarre; (iii) a trademark assignment for each assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the Seller’s Trademarks in substantially the same form as of Exhibit 2.6(a)(iii4.7(a)(iii) (the “Trademark Assignment”)duly executed by Bizarre; (iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”); (v) each of the Consents identified on Schedule 4.3 as a required Consent; (vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser; (vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by PurchaserJKP Sub, each in form and substance satisfactory to Purchaser JKP Sub and its legal counsel and duly executed by Seller or Bizarre; (v) an employment agreement in the form of Exhibit 4.7(a)(v), duly executed by Keith Gordon (the "EMPLOYMENT AGREEMENT"); (vi) n▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ ▇n agreements in the form of Exhibit 4.7(a)(vi), duly executed by virtue each Shareholder (the "NONCOMPETITION AGREEMENTS"); (vii) a consulting agreement in the form of work performed Exhibit 4.7(a)(vii), duly executed by such contractorsMorton Gordon (the "CONSULTING AGREEMENT"); (viii) a certificate executed on behalf of Seller and ▇ ▇▇▇▇▇▇ ▇▇▇▇te executed by Bizarre 1 and each Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement Effective Date and as of the Closing in accordance with Section 8.1 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.29.2; (ix) a certificate executed by Bizarre 2 and each Shareholder as to the accuracy of their representations and warranties as of the Effective Date and as of the Closing in accordance with Section 9.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (x) a certificate of the Secretary of Bizarre 1: (a) certifying, as complete and accurate as of the Closing: (1) Part 4.1(a), Part 4.1(b), Part 4.1(d), Part 5.18(a) and Part 5.15(b); (2) the attached copies of the Governing Documents of Bizarre; (3) all attached requisite resolutions or actions of Bizarre's board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.7; (b) certifying as to the incumbency and signatures of the officers of Bizarre executing this Agreement and any other document relating to the Contemplated Transactions; and (c) certifying and attaching the requisite documents for amending the relevant Governing Documents of Bizarre required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; and (ixxi) a certificate of the Secretary of Bizarre 2: (a) certifying, as complete and accurate as of the Closing: (1) Part 4.1(a), Part 4.1(b), Part 4.1(d), Part 5.18(a) and Part 5.15(b); (2) the Non-Competition attached copies of the Governing Documents of Bizarre; (3) all attached requisite resolutions or actions of Bizarre's board of directors and Employment Agreements described shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.8; (b) certifying as to the incumbency and signatures of the officers of Bizarre executing this Agreement and any other document relating to the Contemplated Transactions; and (c) certifying and attaching the requisite documents for amending the relevant Governing Documents of Bizarre required to effect such change of name in Section 8.4form sufficient for filing with the appropriate Governmental Body. (b) Purchaser On the Closing Date, JKP Sub shall deliver to Seller or ▇▇▇▇▇▇Bizarre and Shareholders, as the case may be: (i) that portion of the Unpaid Purchase Price described in Section 3.1(a)by wire transfer to Bizarre's Account; (ii) the NotesWarrant in the form of Exhibit 4.3(b) executed by JKP; (iii) the Assignment and Assumption Agreement for in the Assumed Liabilities and Accrued Expenses form of Exhibit 4.7(a)(ii) executed by Purchaser; andJKP Sub; (iv) the Employment Agreement in the form of Exhibit 4.7(a)(v) executed by JKP Sub; (v) the Noncompetition Agreements in the form of Exhibit 4.7(a)(vi) executed by JKP Sub; (vi) the Consulting Agreement in the form of Exhibit 4.7(a)(vii) executed by JKP Sub; (vii) a certificate executed by Purchaser the secretary of JKP Sub as to the accuracy of its representations and warranties as of the date of this Agreement Effective Date and as of the Closing in accordance with Section 9.1 10.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.210.2; and (viii) a certificate of the secretary of JKP Sub (a) certifying, as complete and accurate as of the Closing, the attached copies of the Governing Documents of JKP Sub; (b) and certifying and attaching all requisite resolutions or actions of JKP Sub's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (c) certifying to the incumbency and signatures of the officers of JKP Sub executing this Agreement and any other document relating to the Contemplated Transactions.