Common use of Closing Procedures Clause in Contracts

Closing Procedures. (a) Deliveries by or on behalf of Laboratories. Laboratories shall deliver or cause to be delivered at the Closing Time to Holdco the following in form and substance satisfactory to Holdco: (i) certified copies of (i) the charter documents of each of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholders and the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder Agreement; and (iv) opinions of counsel to Laboratories, Acquireco and IPL. (b) Deliveries by or on behalf of Holdco. Holdco shall deliver or cause to be delivered at the Closing Time to Laboratories, IPL and Acquireco, as they may direct, the following in form and substance satisfactory to Laboratories, IPL and Acquireco: (i) certified copies of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholder and the board of directors of Holdco approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to Holdco.

Closing Procedures. (a) Deliveries by or on behalf of Laboratories. Laboratories shall deliver or cause to be delivered at the Closing Time to Holdco the following in form and substance satisfactory to Holdco: (i) certified copies At or prior to the Closing, Acquirer shall deposit with ESOP Management and Trust Services Ltd., the Israeli paying agent (the "Paying Agent"), an amount of cash sufficient to pay the unpaid Transaction Expenses (iother than any unpaid Transaction Expenses that will be paid by the Company following the Closing), the Repaid Company Debt and the Closing Consideration less (A) the charter documents Adjustment Escrow Amount, less (B) the Indemnity Escrow Amount, less (C) the aggregate amount of each payments in respect of Laboratories, Acquireco and IPL and extracts from In the by-laws thereof relating Money Vested Company Options to the execution of documents, (ii) all resolutions Company Vested Optionholders that are residents of the shareholders United States (such holder, the "U.S. Optionholders" and such payments, the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of"U.S. Optionholder Payments"), and completion of less (D) the transactions contemplated by, this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures;Option Cash Right Payment. (ii) At the Closing, Acquirer will instruct the Paying Agent to pay to each Company Shareholder, by wire transfer of same-day funds, such Company Shareholder’s Consideration Portion of the Closing Consideration less (A) such Company Shareholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such Company Shares and (B) the Company Loan Amount, if any, outstanding in respect of the Company Shareholder, as soon as reasonably practicable, but in any event, no later than five Business Days following surrender to the Paying Agent of a certificate duly executed letter of statustransmittal substantially in the form attached hereto as Exhibit I-1 or I-2, compliance, good standing or like certificate as applicable (the "Shareholders Letter of Transmittal") (provided that such payments shall be subject to Section 1.1(f) with respect to Acquireco the withholding of Israeli Tax and IPL provisions related to 102 Company Shares), together with all of the certificates or instruments which immediately prior to the Closing represented issued and outstanding Company Share Capital held by appropriate government officials Company Shareholder (or the Affidavit of their respective jurisdictions Lost Share Certificate in the form attached to the Shareholders Letter of incorporation;Transmittal), Share Transfer Deeds (to the extent not already delivered at Closing) (the "Converting Instruments"), a certificate confirming such Company Shareholder’s information contained in the Spreadsheet, in a form attached to the Shareholders Letter of Transmittal (a "Closing Allocation Certificate") and, with respect to Company Shareholders that are individuals and residents in a jurisdiction that follows the community property regime, a duly executed Spousal Consent. (iii) At the Shareholder Closing, Acquirer will instruct the Paying Agent to pay to each Company Optionholder who holds In the Money Vested Company Options at the Closing (other than In the Money Vested Company Options held by U.S. Company Optionholders), by wire transfer of same-day funds, such Company Optionholder’s portion of the Vested Option Payments less (A) such Company Optionholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such In the Money Vested Company Options and (B) the amount, if any, of the Company Loan Amount owed to the Company by such Company Optionholder (provided that such payments shall be subject to Section 1.1(f) regarding provisions related to 102 Company Options and 3(i) Company Options), as soon as reasonably practicable, but in any event, no later than five Business Days following the Closing and surrender to the Paying Agent of any documents required hereunder (including an executed Option Cancellation Agreement by such Company Optionholder) pursuant to Section 1.1(c) and subject to the terms of this Agreement; and. (iv) opinions At the Closing, Acquirer will instruct the Paying Agent to pay to the Company Warrantholder, by wire transfer of counsel same-day funds, such Company Warrantholder’s portion of the Warrant Payments less such Company Warrantholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such Company Warrants (provided that such payments shall be subject to LaboratoriesSection 1.1(f) regarding provisions related to Company Warrants) as soon as reasonably practicable, Acquireco but in any event, no later than five Business Days following the Closing and IPLsurrender to the Paying Agent of any documents required hereunder (including an executed Warrant Termination Agreement), pursuant to Section 1.1(d) and subject to the terms of this Agreement. (bv) Deliveries At or prior to the Closing, Acquirer shall deposit with Optimal Plus, Inc. (USA) (the "U.S. Subsidiary") an amount of cash sufficient to make the U.S. Optionholder Payments, and shall thereafter cause the U.S. Subsidiary to pay to each U.S. Optionholder the applicable U.S. Optionholder Payment less such U.S. Optionholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such U.S. Optionholder Payments, through the U.S. Subsidiary’s payroll system in accordance with standard payroll practices, including any required withholding for applicable Taxes, as soon as reasonably practicable, but in any event, no later than five Business Days following surrender to the Acquirer of any documents required hereunder (including an executed Option Cancellation Agreement by such Company Optionholder); provided, however, that with respect to holders of Company Options who are not Company Employees, references to the payroll system of the U.S. Subsidiary shall mean through the accounting services of such entity. (vi) At or on behalf prior to the Closing, Acquirer shall deposit with the 102 Trustee (subject to the terms of Holdco. Holdco shall deliver or cause an escrow agreement to be delivered agreed upon prior to Closing between the 102 Trustee, Acquirer and the Shareholders’ Agent), an amount of cash sufficient to pay the Option Cash Right Payment. At the Closing, Acquirer will instruct the 102 Trustee to pay to each Company Optionholder who holds In the Money Unvested Company Options, at the applicable vesting date of such Unvested Company Options (and with respect to In the Money Unvested Company Options held by U.S. Optionholders, thorough the payroll system of the U.S. Subsidiary), by wire transfer of same-day funds, such Company Optionholder’s portion of the Option Cash Right Payment less (A) such Company Optionholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such Unvested Company Options and (B) the amount, if any, of the Company Loan Amount owed to the Company by such Company Optionholder (provided that such payments shall be subject to Section 1.1(f) regarding provisions related to 102 Company Options and 3(i) Company Options), as soon as reasonably practicable, but in any event, no later than five Business Days following the applicable vesting date and surrender to the 102 Trustee of any documents required hereunder (including an executed Option Cancellation Agreement by such Company Optionholder) pursuant to Section 1.1(c) and subject to the terms of this Agreement. Any amounts forfeited from Option Cash Right Payment and not added to the Indemnity Escrow Fund, as required under Section 1.1(c)(ii), shall be released to Acquirer. (vii) At the Closing, the Paying Agent shall make payment of the Transaction Expenses remaining unpaid at the Closing Time (other than those that will be paid by the Company following the Closing) and the Repaid Company Debt as of the Closing in order to Laboratoriesdischarge the amounts payable thereunder. (viii) Notwithstanding the other provisions of this ARTICLE 1, IPL and Acquireco, as they may directat the Closing, the following Paying Agent shall deposit with the Shareholders’ Agent $200,000 (the "Shareholders’ Agent Expense Amount"), which shall be deemed to be withheld from the consideration otherwise payable at the Closing to each Indemnifying Party in form and substance satisfactory to Laboratories, IPL and Acquireco: accordance with each Indemnifying Party’s Pro Rata Share thereof. The Shareholders’ Agent Expense Amount shall be used by the Shareholders’ Agent: (i) certified copies for the payment of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, expenses incurred by it in performing its duties in accordance with Section 9.7 or (ii) all resolutions of as otherwise determined by the shareholder and Advisory Group (the board of directors of Holdco approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to Holdco"Shareholders’ Agent Expense Fund").

Closing Procedures. The closing of this sale shall take place at the offices of the Escrow Agent , on or before thirty (30) days after the expiration of the Contingency Period. Neither Seller nor Buyer need be physically present at such Closing. Any reference in this Agreement to "a closing", the "closing", or the "day of closing" shall mean the closing of the purchase and sale contemplated by this Agreement. The following shall occur on or before the Closing Date: (a) Deliveries by or on behalf of Laboratories. Laboratories Seller shall deliver or cause to be delivered at the Closing Time to Holdco Buyer, through escrow or directly to Buyer, the following in form documents duly executed and substance satisfactory to Holdcoacknowledged, where appropriate: (i) certified copies of (i) the charter documents of each of Laboratories, Acquireco Special Warranty Deed conveying good and IPL and extracts from the by-laws thereof relating marketable fee simple title to the execution of documents, (ii) all resolutions of Premises to Buyer subject only to the shareholders and the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signaturesPermitted Exceptions; (ii) a certificate ▇▇▇▇ of statusSale conveying good, compliance, good standing or like certificate with respect unencumbered title to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporationany personal property to Buyer; (iii) A certificate of non-foreign status pursuant to section 1445 of the Shareholder Internal Revenue Code; (iv) If required by Buyer's title insurer, an affidavit of title in form reasonably acceptable to Buyer's title insurer; (v) The original of all Tenant leases currently in effect for the Premises or any portion thereof; (vi) A current listing of any Tenant security deposits and prepaid rents and an assignment of such deposits and prepaid rents to Purchaser; (vii) A rent roll certificate by Seller dated as of the last day of the last full month immediately preceding the closing date, which rent roll shall show the name, space, monthly rental, prepaid rent and security deposit, if any, paid by each Tenant, and the status of any default(s) or non-payment of rent by any Tenant(s); (viii) A copy of Seller's letter to Tenant notifying it of the sale of the Premises and directing that all future rents be paid to Buyer; (ix) An assignment of all (i) Tenant leases, (ii) any monies and sums deposited with and/or held by Seller as Tenant deposits, including, without limitation, all security and cleaning deposits required to be held by Seller under the terms of any Tenant lease, (iii) any service contracts which Buyer elects to assume, (iv) manufacturers' and vendors' warranties, and (v) transferable warranties and guaranties then in effect, if any, with respect to any of the improvements located on the Premises by an assignment and assumption agreement in form acceptable to Buyer; (x) A certificate of authority authorizing the officer signing on behalf of Seller to make all deliveries, execute all documents and instruments and perform all actions necessary and appropriate to fulfill the terms of this Agreement; (xi) An affidavit stating that Seller has reviewed all of the estoppel certificates from all Tenants and that, to the best of Seller's knowledge, the same are true and correct in all material respects; (xii) Evidence of payment of all debts or obligations of Seller related to the Premises as of the closing date; and (ivxiii) opinions Such other documents as may be reasonably necessary and appropriate to complete the Closing of counsel to Laboratories, Acquireco and IPLthe transaction contemplated hereby. (b) Deliveries by or on behalf of Holdco. Holdco Buyer shall deliver or cause to be delivered at the Closing Time to Laboratories, IPL and Acquireco, as they may direct, the following in form and substance satisfactory to Laboratories, IPL and AcquirecoSeller: (i) certified copies The balance of (i) the charter documents Purchase Price as adjusted in accordance with the terms of Holdco and extracts from the by-laws thereof relating to the execution of documents, this Agreement; (ii) all Corporate resolutions of the shareholder Buyer, if Buyer is a corporation, or otherwise other documentation in such form as may be satisfactory to Seller and the board of directors of Holdco approving title company, including Buyer's full authority to purchase the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation;Property; and (iii) Such other documents as may be reasonably necessary and appropriate to complete the Shareholder Agreement; andClosing of the transaction contemplated hereby. (ivc) an opinion The Buyer and Seller shall each sign a mutually agreeable Closing Statement setting forth the Purchase Price and all items of counsel to Holdcocost and expense or adjustment provided for herein.

Closing Procedures. (a) Deliveries by or on behalf of Laboratories. Laboratories shall deliver or cause Subject to be delivered at the Closing Time to Holdco the following conditions set forth in form and substance satisfactory to Holdcothis Agreement: (iA) certified copies at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest; 2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction. (iB) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX: 1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the charter documents form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as of the Closing Date that all of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of Laboratories▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed; 2) a certificate, Acquireco and IPL and extracts from duly executed by the by-laws thereof relating Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the execution of documents, (ii) all resolutions incumbency and specimen signatures of the shareholders and the board officers of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, ▇▇▇▇▇▇▇▇ executing this Agreement and the Ancillary Agreements, and (iii▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and 3) a list certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date. (C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. 2) a schedule of payments for the $350,000 in cash and $300,000 in working capital, in the form attached hereto as Exhibit C (the JEANTEX Payment Schedule) acceptable to both ▇▇▇▇▇▇▇▇ and JEANTEX. 3) a certificate, duly executed by the Secretary of JEANTEX, in the form attached hereto as Exhibit D (the “JEANTEX Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder Agreement; and (iv) opinions of counsel to Laboratories, Acquireco and IPL. (b) Deliveries by or on behalf of Holdco. Holdco shall deliver or cause to be delivered at the Closing Time to Laboratories, IPL and Acquireco, as they may direct, the following in form and substance satisfactory to Laboratories, IPL and Acquireco: (i) certified copies of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholder and the board of directors of Holdco approving the entering into and completion of the transactions contemplated by JEANTEX executing this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signaturesJEANTEX’s other deliveries in connection herewith; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to Holdco.

Closing Procedures. At the Closing, subject to the terms and conditions of this Agreement, the parties will take the following actions: (a) Deliveries by or on behalf The Shareholders will deliver to Buyer certificates in valid form evidencing the Shares, in a form suitable for transfer, with duly executed instruments of Laboratories. Laboratories shall deliver or cause to be delivered at the Closing Time to Holdco the following transfer in form and substance satisfactory to Holdco: (i) certified copies of (i) the charter documents of each of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions respect of the shareholders and the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder Agreement; and (iv) opinions of counsel to Laboratories, Acquireco and IPLShares. (b) Deliveries Parent or Buyer will pay, by or on behalf wire transfer of Holdco. Holdco shall deliver or cause to be delivered at immediately available funds, the Closing Time Debt Amount in accordance with the Pay-Off Letters. (c) Parent or Buyer will pay to Laboratoriesthe Company, IPL by wire transfer of immediately available funds, the aggregate Stock Purchase Loan Payoff Amounts. (d) Parent or Buyer will deposit the TBV Shortfall Escrow Amount and Acquirecothe Indemnification Escrow Amount with the Escrow Agent by wire transfer of immediately available funds. (e) Parent or Buyer will pay the Closing Merger Consideration, by wire transfer of immediately available funds (or, to the extent relating to restricted stock subject to income tax withholding, by payment through Parent’s or the Company’s employee payroll system), to the Shareholders who have surrendered their Share certificates as provided in Sections 1.3(a) and 2.3(a), less the Stock Purchase Loan Payoff Amount payable by each such Shareholder, as they may directapplicable. (f) The Company will provide certificates of the appropriate Secretaries of State certifying as of a recent date as to the good standing of the Company in the State of Washington and each other state where the Company is qualified to do business. (g) Buyer will execute and deliver to the Shareholders’ Representative a counterpart of the Escrow Agreement, the following Shareholders’ Representative will execute and deliver to Buyer a counterpart of the Escrow Agreement, the Special Fiduciary will execute and deliver to the Shareholders’ Representative and Buyer a counterpart of the Escrow Agreement, and the Escrow Agent will execute and deliver to the Shareholders’ Representative and Buyer a counterpart of the Escrow Agreement. (h) The Company will deliver to Buyer a certificate, signed under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance satisfactory to Laboratories, IPL and Acquireco:required under Treasury Regulation §1.897-2(h). (i) certified copies of (i) The Company will deliver to Buyer an estoppel certificate in form and substance acceptable to Buyer, signed by the charter documents of Holdco and extracts from the by-laws thereof relating Company’s counterparty to the execution of documents, (ii) all resolutions of the shareholder and the board of directors of Holdco approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to Holdcoeach Real Property Lease.

Closing Procedures. (a) Deliveries by or on behalf of Laboratories. Laboratories Each Noteholder shall deliver or cause to be delivered at the Borrower and the SPAC any information that is reasonably requested in the De-SPAC Completion Exchange Closing Time Notice that is required in order to Holdco enable the following in form and substance satisfactory SPAC to Holdco: issue the Acquired Shares, including, without limitation, (i) certified copies a certification that such Noteholder is an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and an “Institutional Account” (i) within the charter documents meaning of each FINRA Rule 4512(c)), substantially in the form of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating to the execution of documentsExhibit A hereto, (ii) all resolutions the legal name of the shareholders and the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary Agreements, Person (or nominee) in whose name such Acquired Shares are to be issued and (iii) a list of the officers duly completed and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing executed IRS Form W-9 or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder AgreementForm W-8; and (ivb) opinions The SPAC shall deliver to each Noteholder (i) at or as promptly as practicable after the De-SPAC Completion Exchange Closing, the Acquired Shares in book entry form, free and clear of counsel any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in the name of such Noteholder (or its nominee in accordance with its delivery instructions) or to Laboratoriesa custodian designated by such Noteholder, Acquireco as applicable, and IPL(ii) as promptly as practicable after the De-SPAC Completion Exchange Closing, a copy of the records of, or correspondence from, the SPAC’s transfer agent reflecting such Noteholder as the owner of the Acquired Shares on and as of the date of the De-SPAC Completion Exchange Closing. Each book entry for the Acquired Shares shall contain a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. (bc) Deliveries by Prior to or on behalf of Holdco. Holdco upon the De-SPAC Completion Exchange Closing, each Noteholder shall execute and deliver such additional documents and take such additional actions as the Borrower or cause the SPAC reasonably may deem to be delivered at practical and necessary in order to consummate the De-SPAC Completion Exchange as contemplated by this Note, including the filing of any notices under U.S. federal and state securities laws. (d) At the De-SPAC Closing, and as a condition to the De-SPAC Completion Exchange, the SPAC, the Noteholder and the other parties thereto will enter into the Registration Rights Agreement substantially in the form attached hereto as Exhibit B hereto. (e) The SPAC hereby agrees to use its best efforts to maintain the listing or quotation of the Common Stock on the NYSE (as defined below) (or Nasdaq) until the De-SPAC Closing Time and, prior to Laboratoriesthe De-SPAC Closing, IPL the SPAC shall apply to list or quote the Common Stock and Acquirecoall of the Acquired Shares on Nasdaq or the NYSE, as they may directdetermined by the SPAC, and promptly secure the following listing of the Common Stock (including the Acquired Shares) on Nasdaq or the NYSE, as applicable. The SPAC agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including by timely payment of fees to the Depository Trust Company or such other established clearing corporation in form connection with such electronic transfer. (f) Prior to the earlier of the De-SPAC Termination Event or the De-SPAC Completion Exchange Closing, each of the SPAC and substance satisfactory the Borrower agree that it shall not enter into any subscription or other agreement with respect to Laboratoriesthe issuance and sale of Common Stock or any other equity or equity equivalent that includes terms that are materially more favorable to the parties to such subscription or other agreements than the terms of this Note, IPL except to the extent required to comply with such party’s policies and Acquireco:procedures or rules and regulations applicable to such party. (g) Unless and until the De-SPAC Termination Event shall have occurred, this Note shall remain automatically exchangeable in accordance with this Section 2 concurrently with the consummation of the De-SPAC Transactions. (h) The parties hereto agree and acknowledge that the Noteholders shall have no rights in or with respect to any class of the SPAC’s, Borrower’s or any of their respective Affiliates’ Equity Interests unless and until SPAC delivers to the Noteholders the Acquired Shares pursuant to Section 2.2(b). (i) certified copies Each party’s obligations under this Section 2.2 shall survive the termination of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholder this Note and the board repayment, satisfaction or discharge of directors of Holdco approving the entering into and completion of the transactions contemplated by all obligations under this Agreement and the Ancillary Agreements, and (iii) Note in connection with a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to HoldcoDe-SPAC Completion Exchange.

Closing Procedures. (a) Deliveries by or on behalf of Laboratories. Laboratories The Investor shall deliver or cause to be delivered at Holdings any information that is reasonably requested in the Closing Time Notice that is required in order to Holdco enable Holdings to issue the following in form and substance satisfactory to Holdco: Acquired Shares, including, without limitation, (i) certified copies a certification that the Investor is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act) or an “accredited investor” (within the meaning of (iRule 501(a) of the charter documents Securities Act), substantially in the form of each of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating Schedule A to the execution of documentsSubscription Agreement, (ii) all resolutions the legal name of the shareholders and the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary Agreements, person (or nominee) in whose name such Acquired Shares are to be issued and (iii) a list of the officers duly completed and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing executed Internal Revenue Service Form W-9 or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder AgreementForm W-8; and (ivb) opinions Holdings shall deliver to the Investor (i) at or as promptly as practicable after the Closing, the Acquired Shares in book entry form, free and clear of counsel any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in the name of the Investor (or its nominee in accordance with its delivery instructions) or to Laboratoriesa custodian designated by the Investor, Acquireco as applicable, and IPL(ii) as promptly as practicable after the Closing, a copy of the records of, or correspondence from, Holdings’ transfer agent reflecting the Investor as the owner of the Acquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. (bc) Deliveries by Prior to or on behalf of Holdco. Holdco upon the De-SPAC Completion Exchange, the Investor shall execute and deliver or cause such additional documents and take such additional actions as Holdings reasonably may deem to be delivered at practical and necessary in order to consummate the Closing Time to Laboratories, IPL and Acquireco, De-SPAC Completion Exchange as they may direct, the following in form and substance satisfactory to Laboratories, IPL and Acquireco: (i) certified copies of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholder and the board of directors of Holdco approving the entering into and completion of the transactions contemplated by this Agreement Convertible Note, including the filing of any notices under U.S. federal and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures;state securities laws. (iid) Unless and until a certificate BCA Termination shall have occurred, this Convertible Note shall remain automatically exchangeable in accordance with this Article 2 concurrently with the consummation of status, compliance, good standing the Company Merger. (e) The parties hereto agree and acknowledge that the Investor shall have no rights in or like certificate with respect to Holdco issued by appropriate government official any class of Holdings stock unless and until Holdings delivers to the jurisdiction of its incorporation; (iii) Investor the Shareholder Agreement; and (iv) an opinion of counsel Acquired Shares pursuant to HoldcoSection 2.2(b).

Closing Procedures. At the Closing, subject to the terms and conditions of this Agreement, the parties shall take the following steps: (a) Deliveries by or on behalf of Laboratories. Laboratories shall GP Seller will deliver or cause to be delivered at Buyer a certificate, dated the Closing Time to Holdco Date, executed by a duly authorized person of GP Seller , certifying as of the following in form and substance satisfactory to Holdco: Closing Date (i) certified copies a true and complete copy of (i) the charter documents of each of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholders and managing body of GP Seller authorizing the board of directors of each of Laboratoriesexecution, Acquireco and IPL approving the entering into ofdelivery, and completion performance of the transactions contemplated by, this Agreement and the Ancillary AgreementsDocuments and the transactions contemplated hereby and thereby, which resolutions shall then be in full force and effect, and (iiiii) a list the incumbency of the officers authorized persons executing this Agreement and directors the Ancillary Documents on behalf of Laboratories, Acquireco Seller Party and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder Agreement; and (iv) opinions of counsel to Laboratories, Acquireco and IPLCompany. (b) Deliveries Seller will deliver to Buyer certificates of the appropriate Secretaries of State or other authority certifying as of a recent date as to the good standing of Seller and each Relevant Company (other than EOCM) in its jurisdiction of formation and each other state where it is qualified to do business. (c) Seller will deliver to Buyer a certification of non-foreign status executed by or on behalf Seller (or, if Seller is a disregarded entity within the meaning of Holdco. Holdco shall Treasury Regulations Section 1.1445-2(b)(2)(iii), then the owner of such disregarded entity) in the form prescribed by Treasury Regulations Section 1.1445-2(b). (d) Seller will use commercially reasonable efforts to deliver or cause to be delivered at Buyer an estoppel certificate signed by the Closing Time counterparty to Laboratorieseach Real Property Lease relating to real property located in the United States, IPL and Acquireco, as they may direct, the following in form and substance reasonably satisfactory to LaboratoriesBuyer. (e) Seller and GP Seller will deliver the Purchased Interests, IPL free and Acquireco:clear of any Liens other than Permitted Equity Liens, to Buyer, together with appropriately executed instruments of transfer in form and substance reasonably satisfactory to Buyer. (f) With respect to each Ancillary Document contemplated by this Agreement to be executed at Closing, the applicable parties thereto will exchange appropriately executed counterparts of such Ancillary Document. (g) Each Phantom Stock Participant will deliver an appropriately executed Phantom Stock Cancellation Agreement to Buyer. (h) Buyer will pay, by wire transfer of immediately available funds, the Closing Indebtedness (if any) as set forth in the Allocation Certificate. (i) certified copies Buyer will pay, by wire transfer of immediately available funds, the Company Transaction Expenses (iif any) as set forth in the charter documents Allocation Certificate. (j) Buyer will make appropriate arrangements for the payment of Holdco Change in Control Payments in accordance with the Contracts or Applicable Legal Requirements governing such Change in Control Payments (it being understood that any such payments may be processed through the payroll of Buyer or Company and extracts from will be subject to any applicable withholding). (k) Buyer will pay or withhold the by-laws thereof relating Estimated Cash Consideration as required by Article 1. (l) Subject to the execution of documents, (ii) all resolutions of the shareholder and the board of directors of Holdco approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Equity Consideration Restricted Stock Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued Parent will issue the Equity Consideration as required by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to HoldcoArticle 1.

Closing Procedures. At the Closing, subject to the terms and conditions of this Agreement, the parties shall take the following steps: (a) Deliveries Each Seller who is receiving shares of Parent Common Stock under this Agreement shall deliver to Parent a counterpart of a Restricted Stock Agreement, duly executed by or such Seller, covering the number of shares of Parent Common Stock that such Seller will be entitled to receive pursuant to Article 1. (b) Parent shall deliver to each Seller who is receiving shares of Parent Common Stock under this Agreement a counterpart of a Restricted Stock Agreement, duly executed by Parent, covering the number of shares of Parent Common Stock that such Seller will be entitled to receive pursuant to Article 1. (c) Each Seller who is receiving shares of Parent Common Stock under this Agreement shall deliver to Parent a Representation Letter, duly executed by such Seller. (d) Each Seller that is not a natural person shall have provided a certificate, dated the Closing Date, executed by a duly authorized person of such Seller, certifying as of the Closing Date (i) a true and complete copy of the resolutions of the managing body of such Seller authorizing the execution, delivery, and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby, which resolutions shall then be in full force and effect, and (ii) the incumbency of the authorized persons executing this Agreement and the Ancillary Documents on behalf of Laboratories. Laboratories such Seller. (e) The Sellers’ Representatives shall deliver provide certificates of the appropriate Secretaries of State certifying as of a recent date as to the good standing of the Company, and each of its subsidiaries, in its jurisdiction of formation and each other state where it is qualified to do business. (f) The Sellers’ Representatives shall provide the written resignations or cause to be delivered at evidence of removal, effective as of the Closing Time to Holdco the following in form and substance satisfactory to Holdco: (i) certified copies Date, of (i) the charter documents directors of the Company and (ii) the directors of the Company’s subsidiaries as requested by Parent pursuant to Section 5.9(a). (g) (i) Parent shall execute and deliver to the Sellers’ Representatives a counterpart of each of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating to the execution of documentsEscrow Agreement, (ii) all resolutions of the shareholders Sellers’ Representatives shall execute and the board of directors deliver to Parent a counterpart of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary AgreementsEscrow Agreement, and (iii) the Escrow Agent shall execute and deliver to the Sellers’ Representatives and Parent a list counterpart of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures; (ii) a certificate of status, compliance, good standing or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation; (iii) the Shareholder each Escrow Agreement; and (iv) opinions of counsel to Laboratories, Acquireco and IPL. (bh) Deliveries by or on behalf of Holdco. Holdco The Stockholders shall deliver or cause to be delivered at Parent certificates in valid form evidencing the Closing Time Outstanding Common Shares, in a form suitable for transfer, with duly executed instruments of transfer in respect of the Outstanding Common Shares. (i) The Sellers’ Representatives shall deliver to LaboratoriesParent all original Notes, IPL Debentures and Acquireco, Redemption Notes. (j) For each unexercised and unexpired Company Warrant outstanding as they may directof immediately prior to the issuance of the Redemption Notes, the following Sellers’ Representatives shall deliver to the Company a Warrant Surrender Agreement duly executed by the applicable Redemption Noteholder. (k) The Sellers’ Representatives shall deliver to Parent a certificate, in form and substance reasonably satisfactory to Laboratories, IPL Parent and Acquireco: (i) certified copies of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions duly executed by an authorized officer of the shareholder and the board of directors of Holdco approving the entering into and completion of Company, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code. (l) The Sellers’ Representatives shall deliver to Parent a properly executed Form 8023 pursuant to Section 5.17(a)(ii). (m) Parent shall pay, by this Agreement wire transfer of immediately available funds, the Senior Debt Amount in accordance with the Pay-Off Letters and the Ancillary AgreementsDirection Letter. (n) Parent shall pay, by wire transfer of immediately available funds, the Company Transaction Costs incurred prior to the Closing in accordance with invoices provided to Parent and the Direction Letter. (o) Parent shall pay, by wire transfer of immediately available funds, the Net Distributable Profit Amount to the Stockholders in accordance with the Direction Letter. (p) Parent shall make the payments and issue the shares required by Article 1. (q) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Company, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures; (ii) a certificate of status▇▇▇▇▇▇▇ Procter LLP, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation; (iii) the Shareholder Agreement; and (iv) an opinion of counsel to Holdcocertain Sellers, shall deliver the Tax Opinion to the Company, unless such delivery is waived by Parent.