Common use of Closing Transactions Clause in Contracts

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.

Closing Transactions. The At the Closing, the following transactions and deliveries shall occur, all of such transactions being deemed to occur at the Closingsimultaneously: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) eNexi shall deliver, or cause to be delivered, to the Acquiror and Newco, the following documents and shall take the following actions: (i) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A certificate of the Public Authorities LawSecretary of eNexi certifying that the eNexi Stockholders have approved the Merger, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described transactions contemplated hereby in Section 6.4 below. The Deed shall be delivered to accordance with the Title Company at the Closing for recordationDGCL, eNexi's Certificate of Incorporation and Bylaws; (bii) A TP-584 form The eNexi Warrants and RP-5217 form pertaining any certificate or agreement evidencing the eNexi Warrants shall have been surrendered to eNexi for cancellation in accordance with Section 1.2(c) hereof and the holders thereof shall have consented to the Deed, signed assumption of such Warrants by SELLERAcquiror; (ciii) Any outstanding stockholder agreements relating to the eNexi capital stock shall have been terminated and evidence of such termination satisfactory to Acquiror shall have been delivered to Acquiror; (iv) eNexi shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; (v) A certificate shall be executed by an authorized officer of eNexi to the effect that all representations and warranties made by eNexi in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Newco on said date; (vi) A certificate of non-foreign status, signed good standing shall be delivered by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements eNexi from the Secretary of State of the transaction described hereinState of Delaware, signed by Seller dated at or about the Closing, to the effect that such corporation is in good standing under the laws of said state, similar good standing certificates shall be provided for each of the Subsidiaries (the “Settlement Statement”as that term is defined in Section 4.1(a)(ii) hereof); (evii) Such customary affidavits pertaining to title as An incumbency certificate shall be delivered by eNexi signed by all of the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation officers thereof dated at or warranty of any kind with respect to about the Subject Property or the state of title theretoClosing; (fviii) Certified resolution(s) The Certificate of SELLER authorizing Incorporation of eNexi, as amended and certified by the conveyance Secretary of State of the Subject Property to PURCHASERState of Delaware at or about the Closing Date, and a copy of the Bylaws of eNexi certified by the Secretary of eNexi dated at or about the Closing shall be delivered by eNexi; similar Certificates, Bylaws or other governing instruments will be delivered by each of the Subsidiaries; (gix) Any Board and all documents, agreements, registrations, keys, originals stockholder resolutions shall be delivered by the Secretary of expired leases eNexi dated at or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at about the Subject Property and used in or applicable to Closing authorizing the operation and maintenance of the Subject Property, as istransactions contemplated by this Agreement; (hx) A License certificate shall be executed by each of the Principal Stockholders to the effect that all representations and warranties made by them in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Newco on said date; (xi) Voting Proxies in the form attached hereto as Exhibit “A” 5.11 shall be executed and delivered by each of the Principal Stockholders; (xii) The employment agreements by and between the Acquiror and each of the Principal Stockholders in the form attached hereto as Exhibit 2.2(a)(xii) (the “License Agreement”), together with a Memorandum thereof to "Employment Agreements") shall be recorded in executed and delivered by each of the Ulster County Land Records and TP-584 related theretoPrincipal Stockholders; and (xiii) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement. (b) Acquiror will deliver, or shall cause to be delivered, to eNexi, the following documents and shall take the following actions: (i) Subject to Section 1.4(a) and Section 1.3(d), Acquiror shall deliver or shall cause to be delivered to the Purchase Money MortgageeNexi Stockholders certificates evidencing the Preferred Shares in payment of the Merger Consideration; (ii) Acquiror shall deliver certificates evidencing the Assumed Warrants to the persons and in the amounts set forth on Schedule 1.2(c); (iii) Newco shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; (iv) A certificate shall be executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to eNexi on said date; (v) A certificate shall be executed by an authorized officer of Newco to the effect that all representations and warranties of Newco under this Agreement are true and correct as of the Closing, as though originally given to eNexi on said date; (vi) A certificate of good standing shall be delivered by Acquiror from the Secretary of State of the State of Delaware dated at or about the Closing that Acquiror is in good standing under the laws of said state; (vii) A certificate of good standing shall be delivered by Newco from the Secretary of State of the State of Delaware dated at or about the Closing that Newco is in good standing under the laws of said state; (viii) An incumbency certificate shall be delivered by Acquiror signed by all of its officers dated at or about the Closing; (ix) An incumbency certificate shall be delivered by Newco signed by all of its officers dated at or about the Closing; (x) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (xi) Certificate of Incorporation of Newco certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of Newco certified by the Secretary of Newco dated at or about the Closing; (xii) A certified Board resolution shall be delivered by the Secretary of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement; (xiii) Certified Board and stockholder resolutions shall be delivered by the Secretary of Newco dated at or about the Closing authorizing the transactions contemplated by this Agreement; (xiv) Each of the officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to eNexi; and (xv) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. The following transactions and deliveries shall occur at At the Closing: 4.5.1, the parties shall take the actions and deliver the documents identified in this Section 5.2. SELLER The Closing shall deliver not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or cause waived in writing by the delivery of (the “Seller Closing Deliverables”):parties. (a) A statutory form of quitclaim deed (The Seller shall deliver to the “Deed”) pursuant to Art. 9, Title 5- A Buyer an executed copy of the Public Authorities Law, containing the covenant required by Section 13 ▇▇▇▇ of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordationSale; (b) A TP-584 form Each of the parties shall execute and RP-5217 form pertaining deliver to the Deed, signed by SELLERother a copy of the Assignment and Assumption Agreement; (c) A certificate The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of non-foreign status, signed by Sellerthe Purchase Price specified in Section 2.1(b) hereof; (d) A settlement statement, identifying all costs, expenses and disbursements Each of the transaction described herein, signed by Seller (parties shall execute and deliver to the “Settlement Statement”)other a fully executed copy of the Management Services Agreement; (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event The Seller shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect deliver Restricted Stock Agreements to the Subject Property or Buyer executed respectively by each of the state Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of title theretothe Eligible Parties, respectively; (f) Certified resolution(s) of SELLER authorizing The Buyer shall deliver to the conveyance Seller stock certificates issued in the names of the Subject Property to PURCHASER;Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable The Seller shall deliver Stockholder Non-Competition Agreements to the operation Buyer executed by the Seller and maintenance by each of the Subject PropertyEligible Parties, as isrespectively; (h) A License Agreement Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in the form attached hereto as Exhibit “A” (the “License Agreement”Schedule 1.1(f), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) Each of the Purchase Money Mortgageparties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. The On the Closing Date, the Parties shall consummate the following transactions and deliveries (all of which, when consummated on the Closing Date, shall occur at be deemed to have been consummated simultaneously): (i) Buyer shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the ClosingClosing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers shall deliver to Buyer each of the following: 4.5.1. SELLER shall deliver or cause A. all of the delivery Purchased Assets (subject to Section 2.3); B. a certificate of good standing for each Seller (to the extent such a document is applicable to the jurisdiction of such Seller); C. an Assignment and Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Seller Closing Deliverables”): (a) A statutory form Assignment and Assumption and Bill of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement StatementSale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (e) Such customary affidavits pertaining to title which shall include notarizations as specified in the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Subject Property or the state of title Sellers party thereto; (f) Certified resolution(s) F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of SELLER each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the conveyance execution, delivery and performance of this Agreement and the Subject Property to PURCHASER; (g) Any Transaction Documents and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at approving the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related theretotransactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens. (iiv) Buyer shall deliver to Seller: A. the Purchase Money MortgageAssignment and Assumption and Bill of Sale duly executed by ▇▇▇▇▇ and the Affiliate of Buyer party thereto; B. the Patent Assignment Agreement duly executed by ▇▇▇▇▇; C. each Transition Services Agreement duly executed by Buyer party thereto; D. the Local Transfer Agreements, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. The following transactions and deliveries shall occur at On the ClosingClosing Date: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form the Company, Buyer and the Merger Sub shall cause the First Certificate of quitclaim deed (Merger to be duly executed and filed with the “Deed”) pursuant to Art. 9, Title 5- A Secretary of State of the Public Authorities Law, containing State of Delaware in accordance with DE Law and immediately following the covenant required acceptance of such filing by Section 13 the Secretary of State of the Lien State of Delaware, the Initial Surviving Company, Buyer and Buyer Survivor LLC shall cause the Second Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with DE Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining Buyer shall deliver to the DeedSeller a certificate or, signed by SELLERat the Seller’s request, which request shall be made no later than five Business Days prior to the Closing Date, other record of book entry ownership, representing a number of shares of Buyer Newly Issued Common Stock equal to the Equity Consideration, which certificate or other record shall be in the name of the Seller and shall bear a restrictive legend as described in the Stockholders Agreement; (c) A certificate Buyer shall pay on behalf of non-foreign statusthe Group Companies, signed by Sellerthe outstanding amounts of any Company Funded Debt set forth on Section 10.04 of the Disclosure Letter, as set forth in the payoff letters from the holders of all Company Funded Debt listed on Section 10.04 of the Disclosure Letter that (1) reflect the amounts and relevant wire transfer instructions required in order to pay in full all such Company Funded Debt outstanding as of the Closing and (2) provide that, upon receipt in full of the amounts indicated, all commitments for financing in respect of such Company Funded Debt shall be terminated and all Liens with respect to the assets of the Group Companies securing the obligations under such Company Funded Debt shall be terminated and of no further force and effect and authorize a Group Company, its successors, assigns and designees to file evidence of such release in public offices, in form and substance reasonably satisfactory to Buyer (the “Payoff Letters”); (d) A settlement statement, identifying all costs, expenses and disbursements Buyer shall pay on behalf of the transaction described hereinCompany all Transaction Expenses set forth in the Transaction Invoices that remain unpaid as of the Effective Time, signed in the amounts, to the Persons and in accordance with the wire transfer instructions set forth in the Transaction Invoices provided by Seller (the “Settlement Statement”)Company within two Business Days prior to Closing; provided that for the avoidance of doubt, any Transaction Expenses in amounts in excess of $7,000,000 shall be included in the Transaction Expense Deficit as a reduction to the Cash Consideration; (e) Such customary affidavits pertaining Buyer shall pay, on behalf of the Company, the Closing Redemption Payment Amount, as set forth in the certificate delivered pursuant to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title theretoSection 3.04(a)(ii); (f) Certified resolution(s) Buyer shall deposit the Adjustment Escrow Amount with the Escrow Agent by wire transfer of SELLER authorizing immediately available funds pursuant to wire transfer instructions set forth in the conveyance Escrow Agreement, which shall be held by the Escrow Agent in accordance with the terms of the Subject Property Escrow Agreement to PURCHASERcover any Working Capital Deficit, Funded Debt Deficit, Transaction Expense Deficit, Tax Deficit and/or adjustments with respect to Company Cash, in each case, in accordance with Section 3.04(b); (g) Any subject to and all documentsin accordance with provisions of Section 3.04(a), agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable Buyer shall remit to the operation and maintenance Seller, or its designee, by wire transfer of immediately available funds to an account designated in writing by the Subject PropertySeller at least two Business Days prior to the Closing Date, as is;an aggregate amount in cash equal to the Estimated Closing Cash Payment; and (h) A License Agreement in Buyer, the form attached hereto Seller, the Merger Sub, Buyer Survivor LLC and the Company shall make such other deliveries as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgageare required by Section 3.03 hereof.

Closing Transactions. The At the Closing, the following transactions and deliveries shall occur, all of such transactions being deemed to occur at the Closingsimultaneously: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) P2i shall deliver, or cause to be delivered, to the Acquiror and Newco, the following documents and shall take the following actions: (i) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A certificate of the Public Authorities LawSecretary of P2i certifying that the P2i Stockholders have approved the Merger, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described transactions contemplated hereby in Section 6.4 below. The Deed accordance with the PBCL, P2i's Certificate of Incorporation and Bylaws; (ii) A certificate shall be executed by an authorized officer of P2i to the effect that all representations and warranties made by P2i in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Newco on said date; (iii) An incumbency certificate shall be delivered to by P2i signed by all of the Title Company officers thereof dated at or about the Closing; (iv) Board and stockholder resolutions shall be delivered by the Secretary of P2i dated at or about the Closing for recordationauthorizing the transactions contemplated by this Agreement; (v) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement. (b) A TP-584 form and RP-5217 form pertaining P2i Newspaper shall deliver, or cause to be delivered, to the DeedAcquiror and Newco, the following documents and shall take the following actions: (i) A certificate of the Secretary of P2i Newspaper certifying that the P2i Newspaper Stockholder has approved the Merger, this Agreement, and the transactions contemplated hereby in accordance with the PBCL, P2i Newspaper's Certificate of Incorporation and Bylaws; (ii) P2i Newspaper shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; (iii) P2i Newspaper shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, such certificates or other filings as the parties hereto shall deem mutually acceptable: (iv) A certificate shall be executed by an authorized officer of P2i Newspaper to the effect that all representations and warranties made by P2i Newspaper in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Newco on said date; (v) A certificate of good standing shall be delivered by P2i Newspaper from the Secretary of State of the State of Delaware, dated at or about the Closing, to the effect that such corporation is in good standing under the laws of said state, similar good standing certificates shall be provided for each of the Subsidiaries (as that term is defined in Section 4.1(a)(ii) hereof); (vi) An incumbency certificate shall be delivered by P2i Newspaper signed by SELLERall of the officers thereof dated at or about the Closing; (vii) The Certificate of Incorporation of P2i Newspaper, as amended and certified by the Secretary of State of the State of Delaware at or about the Closing Date, and a copy of the Bylaws of P2i Newspaper certified by the Secretary of P2i Newspaper dated at or about the Closing shall be delivered by P2i Newspaper; similar Certificates, Bylaws or other governing instruments will be delivered by each of the Subsidiaries; (viii) Board and stockholder resolutions shall be delivered by the Secretary of P2i Newspaper dated at or about the Closing authorizing the transactions contemplated by this Agreement; (ix) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement. (c) A certificate of non-foreign statusAcquiror will deliver, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event or shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof cause to be recorded in delivered, to P2i and P2i Newspaper, the Ulster County Land Records following documents and TP-584 related thereto; andshall take the following actions: (i) Newco shall execute and deliver, and file or cause to be filed with the Purchase Money MortgageSecretary of State of the State of Delaware, the Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; (ii) A certificate shall be executed by an authorized officer of Acquiror to the effect that all representations and warranties of Acquiror under this Agreement are true and correct as of the Closing, as though originally given to P2i and P2i Newspaper on said date; (iii) A certificate shall be executed by an authorized officer of Newco to the effect that all representations and warranties of Newco under this Agreement are true and correct as of the Closing, as though originally given to P2i and P2i Newspaper on said date; (iv) A certificate of good standing shall be delivered by Acquiror from the Secretary of State of the State of California dated at or about the Closing that Acquiror is in good standing under the laws of said state; (v) A certificate of good standing shall be delivered by Newco from the Secretary of State of the State of Delaware dated at or about the Closing that Newco is in good standing under the laws of said state; (vi) An incumbency certificate shall be delivered by Acquiror signed by all of its officers dated at or about the Closing; (vii) An incumbency certificate shall be delivered by Newco signed by all of its officers dated at or about the Closing; (viii) Certificate of Incorporation of Acquiror certified by the Secretary of State of the State of California at or about the Closing Date and a copy of the Bylaws of Acquiror certified by the Secretary of Acquiror dated at or about the Closing; (ix) Certificate of Formation of Newco certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the operating agreement of Newco certified by the Secretary of Newco dated at or about the Closing; (x) A certified Board resolution shall be delivered by the Secretary of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement; (xi) Certified Board and member resolutions shall be delivered by the Secretary of Newco dated at or about the Closing authorizing the transactions contemplated by this Agreement; (xii) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement; (xiii) Shareholder resolutions shall be delivered by the Secretary of the Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement.

Closing Transactions. (a) The following closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ & English, LLP, CityPlace I, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ at ten o'clock (10:00 am) in the morning on November 24, 2003, or such other date as is mutually agreed to by Buyer and deliveries Seller. The date of the Closing is herein referred to as the "Closing Date." Each of the parties to this Agreement acknowledges that it is contemplated that the Closing will be a formality inasmuch as, to the maximum extent possible, all documents will be executed and delivered to ▇▇▇▇▇▇▇▇ & English LLP as limited agent for purposes of assembling all documents required to consummate the Closing. (b) Subject to the conditions set forth in this Agreement, Seller shall occur deliver to Buyer at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (i) a lease agreement (the “"Camden Lease") for Seller's facility in Camden, New Jersey with Buyer as lessee, executed by Seller Closing Deliverables”):and Parent, in the form of Exhibit A hereto; (aii) A statutory a ▇▇▇▇ of Sale for the Purchased Assets in the form of quitclaim deed Exhibit B hereto; (iii) any required consents, authorizations, approvals, notices or filings necessary to legally and validly transfer the Purchased Assets to Buyer free and clear of all Liens (as defined in Section 2.6 below) and in compliance with ISRA (as defined in Section 2.12) and to place Buyer in exclusive possession and control of the Purchased Assets; (iv) the Intellectual Property Assignment Agreements in the form of Exhibit C hereto; (v) a certificate executed by the Secretary of Seller attaching (i) a certified copy of Seller's Certificate of Incorporation, and (ii) a certified copy of resolutions of the board of directors and the shareholder of Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated thereby; (vi) a certificate executed by the Secretary of Parent attaching a certified copy of resolutions of the board of directors, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (vii) the aged list of outstanding accounts receivable as of the Closing Date; (viii) a list of accounts payable of the Business as of the Closing Date; (ix) the First Amendment and Modification to Loan and Security Agreement between Standard Federal National Association, LaSalle Business Credit LLC, Seller, Parent and others (the “Deed”"First Amendment") pursuant to Art. 9, Title 5- A substantially in the form of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so Exhibit D hereto; and (x) such other instruments as may be reasonably necessary to convey the title required by Purchased Assets or otherwise carry out the provisions of this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER;. (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect Subject to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property conditions set forth in this Agreement, Buyer shall deliver to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or Seller at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.Closing:

Closing Transactions. The At the Closing, the following transactions and deliveries shall occur, all of such transactions being deemed to occur at the Closingsimultaneously: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) The Company and the Shareholders, as applicable, shall deliver to the Purchaser the following: (1) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A certificate or certificates representing all of the Public Authorities LawShares duly endorsed by the Shareholders in blank or accompanied by assignments separate from certificate duly endorsed in blank; (2) A certificate of the Shareholders to the effect that: (i) all representations and warranties made by the Shareholders under this Agreement are true and correct in all material respects as of the Closing Date, containing as though originally given to Purchaser on the covenant Closing Date; (ii) the Company and the Shareholders have performed all obligations required to be performed by them under this Agreement prior the Closing Date; and (iii) the conditions precedent identified in Article VI have been satisfied or waived in writing; (3) A certificate of existence/authorization of the Secretary of State of Washington, dated within fifteen (15) days of the Closing Date, to the effect that the Company is in good standing under the laws of such state; (4) An incumbency certificate signed by all of the officers of the Company dated at or about the Closing Date; (5) Copies of the Company's amended and restated articles of incorporation and amended and restated bylaws certified by the Secretary of the Company dated at or about the Closing Date; (6) An Employment Agreement executed by each of the Shareholders; (7) The resignation of each officer and director of the Company in form and substance satisfactory to Purchaser; (8) An opinion of the Company's counsel in form and substance satisfactory to the Purchaser; (9) Termination agreements in form and substance satisfactory to the Purchaser terminating any and all agreements between the Shareholders and the Company; (10) Either (i) evidence satisfactory to the Purchaser that all outstanding Bank Indebtedness has been repaid in full or (ii) a request that the Purchaser apply a portion of the purchase price to be paid at the Closing to the repayment in full of all outstanding Bank Indebtedness; (11) A non-foreign person affidavit as required by Section 13 1445 of the Lien LawCode from certain of the Shareholders; and (12) Such other documents, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreementagreements, consents, and also containing approvals as are required under this Agreement or as may be reasonably requested by the deed restriction described in Section 6.4 below. The Deed Purchaser. (b) Purchaser and Stonepath, as applicable, will deliver to the Company and the Shareholders the following: (1) Purchaser shall deliver or shall cause to be delivered to the Title Company Shareholders the Cash Payment Amount by wire transfer of immediately available funds to the bank accounts designated in writing by the Shareholders at the Closing for recordationleast three (3) days prior to Closing; (b2) A TP-584 form Certificates of the Purchaser's Chief Executive Officer and RP-5217 form pertaining Stonepath's Chief Executive Officer to the Deedeffect that: (i) all representations and warranties of the Purchaser and Stonepath (as applicable) under this Agreement are true and correct in all material respects as of the Closing Date, signed as though originally given to the Shareholders on the Closing Date; (ii) each of the Purchaser and Stonepath (as applicable) has performed all required obligations to be performed by SELLERit under this Agreement prior the Closing Date; and (iii) the conditions precedent identified in Article VII have been satisfied or waived; (c3) A certificate Certificates of non-foreign statusgood standing of the Secretary of the State of Delaware, signed by Sellerdated within fifteen (15) days of the Closing Date, that each of the Purchaser and Stonepath is in good standing under the laws of said state; (d4) A settlement statement, identifying all costs, expenses and disbursements Certified resolutions of each of the transaction described hereinPurchaser's and Stonepath's board of directors, signed by Seller (dated at or about the “Settlement Statement”)Closing Date, authorizing the transactions contemplated under this Agreement; (e5) Such customary affidavits pertaining to title as Incumbency certificates signed by all of the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmationofficers of the Purchaser and Stonepath, representation respectively, dated at or warranty of any kind with respect to about the Subject Property or the state of title theretoClosing Date; (f6) Certified resolution(s) of SELLER authorizing The Employment Agreements executed by the conveyance of Purchaser or the Subject Property to PURCHASERCompany, as applicable; (g7) Any Opinion of the Purchaser's and all Stonepath's counsel in form and substance satisfactory to the Shareholders; (8) The Stonepath Guaranty Agreement; and (9) Such additional documents, agreements, registrationsconsents, keys, originals of expired leases and approvals as are required under this Agreement or occupancy agreements with current tax bills, etcas may be reasonably requested by the Shareholders., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (The Agency shall execute, acknowledge and deliver to the “Deed”) Escrow Agent, in escrow pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and7.6 hereinbelow: (i) the Deed, in the form attached to this Agreement as Exhibit "F", acknowledged and ready for recordation in the Office of the Westchester County Clerk, Land Records Division; and (ii) The executed Purchase Money MortgageMortgage and Note in accordance with the Escrow Agreement and Section 7.6 below. (b) Each of the parties shall execute and deliver to the Escrow Agent such New York State and City of Yonkers Real Property Transfer Tax Returns and Real Property Transfer Reports and other documents as shall be necessary to enable the Escrow Agent to record the Deed upon the termination of the Escrow. (c) The Developer and the Agency shall execute and deliver the Escrow deliver the Escrow Agreement with the Escrow Agent. (d) The Agency shall deliver to the Developer the written opinion of the Corporation Counsel of the City in form reasonably satisfactory to the Developer (assuming that all signatures are genuine, and further assuming that all documents presented to such counsel as copies conform with the originals) or other evidence confirming: (1) the due and valid issuance and effectiveness of any Governmental Approvals over which the Agency, or the City, the City Council or any City Board, Department, Office or other City agency has jurisdiction; (2) the due authorization by the Agency and the City of this Agreement and all other agreements pertaining to the transactions contemplated by this Agreement to which the Agency or the City is a party; (3) the power and authority of the Agency and City signatories to execute all such agreements or instruments on behalf of the Agency and the City respectively; and (4) that these agreements or instruments constitute binding obligations of the Agency and the City, enforceable in accordance with their terms. (e) the Developer shall deliver to the Agency a current certificate of good standing of the Developer and a copy the Certificate of Incorporation of the Developer. (f) the Developer shall deliver to the Agency the written opinion of counsel to the Developer, in form reasonably satisfactory to the Agency (assuming that all signatures are genuine, and further assuming that all documents presented to such counsel as copies conform with the originals), stating (1) that the Developer is a corporation duly organized and validly existing under the laws of the State of Nevada and qualified to do business in the State of New York; (2) the Developer has the power to enter into the transactions contemplated by this Agreement, including, without limitation, entry into this Agreement; (3) all actions by the Developer required to be authorized in the transactions contemplated by this Agreement, including, without limitation, entry into this Agreement have been duly authorized; (4) this Agreement and all documents required to effectuate the transactions contemplated hereby which are to be executed by the Developer (including, without limitation, all agreements and instruments to be executed by the Developer at the Closing) have been duly executed and delivered by the Developer, and constitute binding obligations of the Developer, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganizations, moratoriums or similar laws affecting the enforcement of creditors' rights generally and by legal and equitable limitation on the enforceability of specific remedies; and (g) [Reserved] (h) The Developer shall deliver to the Agency copies of resolutions adopted by the Developer, authorizing the execution and delivery of this Agreement and the performance of the Developer's obligations hereunder, accompanied by a certificate signed by the Secretary of the Developer, certifying as to the due adoption and current effectiveness of such resolutions. (i) The initial advance of proceeds of the Section 108 Loan obtained by the Developer for the construction of the Private Improvements shall be made by the City, at the same rate of interest as the Section 108 Loan plus 150 basis points, in an amount not less than Fifty Thousand ($50,000.00) Dollars, and future advances of such loan shall not be subject to any conditions that remain unsatisfied as of the Closing Date, other than customary conditions pertaining to the lender's procedure for processing and approving advances, and conditions reflecting the non-availability of the Building Site for Private Construction Work during the Staging Period. It is the intent of the Developer to request advances under the Section 108 Loan in tandem with the construction financing for the Project in order to rate lock in the year 2002. (j) One or more of the equity investors whose Financing Commitments have been submitted and approved by the Agency, prior to the Closing, under Section 4.4 (f) above, shall or shall have contributed not less than $100,000.00 in funds for the payment of costs of construction of the Private Improvements and related architectural, engineering, legal, accounting, planning and other development costs. (k) If the City or Agency is exempt from paying real property transfer taxes, the Developer shall pay all such taxes as may be required by law in connection with the conveyance of the Building Site to the Developer. (l) All monies payable under this Agreement, unless otherwise specified, shall be either: (i) Cash, but not over $1,000.00; (ii) Good, current check of the Developer up to the amount of $2,000.00; and (iii) Good certified check of the Developer, or official check of any bank, savings bank or trust company, if more than $2,000.00. (m) Money payable to the Agency at the Closing, other than the purchase price, may be by check of the Developer up to the amount of $2,000.00; or (n) The following shall be adjusted as of the date of the Closing: (i) real estate taxes and any other state, county or municipal charges; (ii) any special assessments; (iii) water, gas, electric and sewer charges, it being agreed that the Agency shall obtain prior to Closing final readings of all metered accounts; and if the Closing shall occur before a new tax rate is fixed, the apportionment of taxes shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Any errors or omissions in computing apportionments at Closing shall be corrected. This provision shall survive the Closing for a period of six months. (o) All real property transfer taxes payable as of the date of the Closing by reason of the conveyance provided for in this Agreement and any costs related to the recordation of the Deed or any instruments to be recorded as contemplated in this Agreement shall be paid by the Developer. The Developer shall pay the costs of any title insurance or surveys obtained by the Developer. All other closing costs not specifically allocated by this Agreement shall be adjusted in accordance with local custom in Westchester County, as determined by the Title Company. (p) The Agency has the option to credit the Developer as an adjustment of the purchase price with the amount of any unpaid taxes, assessments, water charges and sewer charges, together with any interest and penalties thereon, to a date not less than five (5) business days after the Closing. If there is anything else affecting the sale, which the Agency is obligated to pay and discharge at Closing, the Agency may use any portion of the purchase price to discharge it. The Agency may deposit money with the Title Company to assure discharge of any unpaid taxes, assessments, water charges and sewer charges, together with any interest and penalties thereon, to a date not less than five (5) business days after the Closing, but only if the Title Company will insure the Developer's title clear of the matter or insure against its enforcement out of the Building Site.

Closing Transactions. The following transactions and deliveries shall occur at At or prior to the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form The Buyers shall pay the Closing Payment to the Sellers by wire transfer of quitclaim deed immediately available funds to the account(s) designated in writing by the Sellers at least two (2) Business Days prior to the “Deed”Closing Date. (b) pursuant The Buyers shall deliver to Art. 9the Sellers: (i) a counterpart to the Transition Services Agreement, Title 5- A of duly executed by TRMG; (ii) the Public Authorities Law, containing the covenant certificates required by Section 13 of the Lien Law, signed Sections 5.3(a) and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered (b); (iii) evidence reasonably satisfactory to the Title Company at regarding due organization and the Closing for recordation;due authorization of the transactions contemplated by the Buyers, to the extent required by the Title Company; and (biv) A TP-584 form and RP-5217 form pertaining evidence reasonably satisfactory to the Deed, signed by SELLER;Sellers that the Buyers have obtained all Required Gaming Approvals. (c) A certificate of non-foreign statusEach Seller shall deliver, signed or cause to be delivered, to the Buyers: (i) counterparts to the Transition Services Agreement, duly executed by SellerParent, Shreveport JV and Columbia Properties; (dii) A settlement statementthe Trademark License Agreement, identifying all costsduly executed by Parent and its applicable Affiliates as licensors and the Companies as licensees; (iii) the IP Assignment Agreement, expenses duly executed by Parent and disbursements its applicable Affiliates as assignors for the benefit of the transaction described hereinCompanies as assignees; (iv) to the extent certificated, signed the original limited liability company interest or partnership interest certificates representing the Purchased Interests, duly endorsed in favor of the applicable Buyer or its designee and, if not certificated, such assignment agreements, in form and substance reasonably satisfactory to the Buyers, assigning such Seller’s interest in the Purchased Interests to the applicable Buyer free and clear of all Liens; (v) the certificates required by Seller Sections 5.2(a) and (the “Settlement Statement”b); (evi) Such customary affidavits pertaining to title as a duly executed non-foreign person certification for each Seller (or if a Seller is a disregarded entity for U.S. federal Income Tax purposes, its regarded owner for such purposes) that complies with the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmationrequirements of Section 1445 of the Code and Section 1.1445-2(b)(2) of the Treasury Regulations and, representation or warranty of any kind with respect to the Subject Property or sale of the state Shreveport Purchased Interests, Section 1446(f) of title theretothe Code, in form and substance reasonably satisfactory to the Buyers; (fvii) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASERa properly completed and duly executed IRS Form W-9 from each Seller (or if Seller is a disregarded entity for U.S. federal Income Tax purposes, its regarded owner for such purposes); (gviii) Any and all documents, agreements, registrations, keys, originals a lien affidavit in the form of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as isExhibit A attached hereto; (hix) A License Agreement a non-imputation affidavit and indemnity in the form of Exhibit B attached hereto hereto; (x) the estoppel certificates required by Section 5.2(d); (xi) evidence of the resignation or removal, effective as Exhibit “A” of the Closing Date, of each of the managers, members and officers of the Companies, unless otherwise designated by the Buyers in advance in writing no less than five (5) Business Days prior to the “License Agreement”Closing Date; (xii) written evidence reasonably satisfactory to the Buyers that all Liens and Encumbrances (other than Permitted Encumbrances, including state and federal securities law restrictions) on the Purchased Interests and the assets of the Companies, including the Real Property and the Vessels, and guarantees by each Company, in each case set forth on Schedule 1.3(c)(xii), have been or shall be released as of the Closing Date; (xiii) a copy of the Player List in an electronic format together with a Memorandum thereof certificate of an officer of each Company certifying on behalf of each Company that, to be recorded such Company’s knowledge, the Player List, as it relates to such Company, is complete and accurate in the Ulster County Land Records and TP-584 related theretoall material respects; and (ixiv) a USB drive containing a copy of the Purchase Money Mortgagevirtual data room for each of the Companies maintained by M▇▇▇▇▇▇ DataSite for each of the Companies.

Closing Transactions. The At the Closing, the following transactions and deliveries shall occur, all of such transactions being deemed to occur at the Closingsimultaneously: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) The Shareholder will deliver, or shall cause to be delivered, to the Buyer, the following documents and shall take the following actions: (1) The Shareholder shall surrender and deliver to the Buyer the certificate or certificates representing all of the Shares; (2) A statutory certificate shall be executed by the Shareholder to the effect that: (i) all representations and warranties made by the Shareholder under this Agreement are true and correct as of the Closing, as though originally given to Buyer on said date; and (ii) the conditions precedent identified at Sections 6.2 and 6.3 have been satisfied; (3) A certificate of good standing shall be delivered by the Shareholder from the Secretary of State of the State of Delaware, dated at or about the Closing, to the effect that the Company is in good standing under the laws of such state; (4) An incumbency certificate shall be delivered by the Shareholder signed by all of the officers of the Company dated at or about the Closing; (5) Certified Certificate of Incorporation shall be delivered by the Shareholder dated at or about the Closing and a copy of the Bylaws of the Company certified by the Secretary of the Company dated at or about the Closing; (6) A registration rights agreement (the "Registration Rights Agreement"), the form of quitclaim deed which is attached hereto as Exhibit A, shall be executed and delivered by the Shareholder; (7) A consulting agreement (the “Deed”"Consulting Agreement"), the form of which is attached hereto as Exhibit B, shall be executed and delivered by Shareholder; (8) A noncompetition agreement (the "Noncompetition Agreement"), the form of which is attached hereto as Exhibit C, shall be executed and delivered by Shareholder; (9) The Escrow Agreement, in the form of Exhibit D, shall be executed and delivered by the Shareholder, Buyer and the Escrow Agent; (10) The Shareholder shall deliver the Escrow Fund into escrow pursuant to Art. 9, Title 5- A the terms of the Public Authorities Law, containing the covenant required by Section 13 Escrow Agreement; (11) Each of the Lien Lawofficers and directors of the Company shall have tendered their resignation in form and substance satisfactory to Buyer, signed and acknowledged by SELLER concurrently therewith, Shareholder shall be elected to serve on the board of directors of the Company along with two of Buyer's appointees; (12) The delivery of an opinion of counsel of the Shareholder in proper form for recording so and substance satisfactory to the Buyer; (13) Shareholder executed Internal Revenue Form 8023 as more fully set forth in Section 5.14; and (14) Each of the parties to convey the title this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required by under this Agreement. (b) Buyer will deliver, or shall cause to be delivered, to the Shareholder, the following documents and also containing shall take the deed restriction described in Section 6.4 below. The Deed following actions: (1) Buyer shall deliver or shall cause to be delivered to the Title Company at Shareholder a certificate or certificates representing the Closing for recordationStock Consideration; (b2) A TP-584 form and RP-5217 form pertaining Buyer shall deliver or shall cause to be delivered to the DeedShareholder, signed $2,500,000 by SELLERwire transfer of immediately available funds to the bank account designated in writing by the Shareholder at least one (1) day prior to Closing; (c3) A certificate shall be executed by the Buyer's Chief Executive Officer to the effect that all representations and warranties of the Buyer under this Agreement are true and correct as of the Closing, as though originally given to the Shareholder on said date; (4) A certificate of non-foreign status, signed good standing and certified copies of Buyer's certificate of incorporation shall be delivered by SellerBuyer from the Secretary of the State of Delaware dated at or about the Closing that the Buyer is in good standing under the laws of said state; (d5) A settlement statement, identifying all costs, expenses and disbursements of Certified board resolutions shall be delivered by the transaction described herein, signed by Seller (Buyer dated at or about the “Settlement Statement”)Closing authorizing the transactions contemplated under this Agreement; (e6) Such customary affidavits pertaining to title as An incumbency certificate shall be delivered by Buyer signed by all of the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation officers thereof dated at or warranty of any kind with respect to about the Subject Property or the state of title theretoClosing; (f7) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any Buyer will execute and all documentsdeliver a Consulting Agreement with Shareholder, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form of which is attached hereto as Exhibit “B; (8) Buyer will execute and deliver a Noncompetition Agreement with Shareholder, the form of which is attached hereto as Exhibit C; (9) Buyer will execute and deliver the Registration Rights Agreement with the Shareholder, the form of which is attached hereto as Exhibit A” ; (10) The delivery of an opinion of counsel of Buyer in form and substance satisfactory to the “License Agreement”), together with a Memorandum thereof to be recorded Shareholder;; (11) Execution of Internal Revenue Form 8023 as more fully set forth in the Ulster County Land Records and TP-584 related theretoSection 5.14; and (i12) Each of the Purchase Money Mortgageparties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. The following transactions and deliveries shall occur at on June 30, 2003 and, as to the Closing:closing documents, shall be deemed delivered on the Closing Date, each being a condition precedent to the others and all being considered as occurring simultaneously; 4.5.19.2.1. SELLER The Seller shall execute in recordable form and deliver or cause to the delivery of (Purchaser a warranty deed conveying title to the “Land and Improvements. 9.2.2. The Purchaser shall prepay to the Seller Closing Deliverables”):the Purchase Price for the Included Assets in the amount and the manner specified in Section 3 hereof. (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art9.2.3. 9, Title 5- A The Seller shall execute and deliver an assignment of the Public Authorities Law, containing Leases in a form approved by the covenant required by Section 13 of Purchaser and the Lien Law, signed Purchaser shall execute and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 belowdeliver its assumption thereof at Closing. 9.2.4. The Deed Seller shall cause to be executed and delivered to the Title Company Purchaser an affidavit of the Seller stating that: (i) there are no boundary disputes affecting the Land, (ii) improvements or repairs have been made on the Land by the Seller within ninety-five (95) days prior to Closing and all costs with respect thereto have been paid in full, will be paid in full at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the DeedClosing, signed by SELLER; (c) A certificate or Seller will indemnify Purchaser against nonpayment of non-foreign status, signed by Seller; (d) A settlement statement, identifying all such costs, expenses and disbursements (iii) the Seller is not a "foreign person" within the meaning of Section 1445 of the transaction described hereinInternal Revenue Code of 1986, signed by as amended, (iv) no party other than the Seller has possession or rights to possession of the Land except for the Existing Purchase Agreements, and (the “Settlement Statement”); (ev) Such customary affidavits pertaining to title such other information as the Title Company Purchaser's title insurer may reasonably require provided that in no event order to delete the standard printed exceptions in the Purchaser's policy of owner's title insurance. 9.2.5. The Seller and the Purchaser shall any execute and/or deliver, as applicable, such affidavits require that SELLER other documents, certificates and the like, as may any affirmation, representation be required pursuant to this Agreement or warranty of any kind with respect necessary or desirable to carry out their respective obligations under this Agreement. 9.2.6. Subject to the Subject Property or provisions of the state last paragraph of Section 6.1, the Parties shall affirm to each other that the warranties and representations set forth in Section 6 hereof are true and correct in all Material respects as of the Closing Date, except for such matters as the certifying party has advised the other pursuant to such Section. 9.2.7. The Seller shall deliver to the Purchaser possession of the Included Assets as herein contemplated. 9.2.8. Escrow Agent shall deliver to the Purchaser an ALTA owner's policy showing title thereto; (f) Certified resolution(s) to the Land vested in the Purchaser subject only to Permitted Exceptions with an effective date of SELLER authorizing the date of recording of the conveyance documents. 9.2.9. The Seller shall execute and deliver to the Purchaser a warranty ▇▇▇▇ of sale conveying the Personal Property and Intangible Property to the Purchaser. 9.2.10. The Purchaser shall deliver to the Seller an assumption of the Subject Property Assumed Liabilities, the Contracts, and the Leases. 9.2.11. The Seller shall execute and deliver to PURCHASER;Purchaser an Assignment of all Existing Purchase Agreements described in Exhibit "J". (g) Any 9.2.12. The Seller shall execute and deliver to Purchaser an Assignment of all documentsContracts, agreementsLicenses, registrationsEntitlements, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable Permits related to the operation and maintenance construction of the Subject Property, Included Assets. 9.2.13. Such other documents as is; (h) A License Agreement in either party may reasonably require to consummate the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgagetransaction contemplated hereby.

Closing Transactions. The following transactions (a) Subject to the satisfaction or waiver of the closing conditions and deliveries shall occur delivery obligations as set forth in Article 8, at the Closing: 4.5.1. SELLER , the Company shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to Buyer: (i) duly executed assignment, transfer or other instruments of conveyance (in a form reasonably acceptable to Buyer), duly effecting the Title transfer of each Seller’s Company at Interests or Blocker Stock to Buyer, free and clear of all Liens (other than any transfer restrictions arising under applicable securities Laws); (ii) the Closing for recordation;stock certificates representing the shares of Blocker Stock; and (iii) such other documents or certificates as shall reasonably be required by Buyer and its counsel in order to consummate the transactions contemplated hereby. (b) A TP-584 form and RP-5217 form pertaining Subject to the Deedsatisfaction or waiver of the closing conditions and delivery obligations as set forth in Article 8, signed by SELLER;at the Closing, Buyer shall: (ci) A certificate of non-foreign statuspay, signed by Seller; or caused to be paid: (dA) A settlement statementthe Closing Cash Payment Amount to the Paying Agent for further distribution in accordance with the Company Closing Statement, identifying all costs, expenses and disbursements (B) on behalf of the transaction described hereinCompany and the PCs, signed by Seller (any amounts owing in respect of Indebtedness of the “Settlement Statement”); (e) Such customary affidavits pertaining to title Company and the PCs as of the Title Closing as set forth in the Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect Closing Statement to the Subject Property or Persons to whom such amounts are owed in accordance with the state of title thereto; Payoff Letters and the instructions set forth therein, (fC) Certified resolution(s) of SELLER authorizing the conveyance on behalf of the Subject Property to PURCHASER; (g) Any Company and all documentsthe PCs, agreements, registrations, keys, originals the amount of expired leases or occupancy agreements with current tax bills, etc., the Transaction Costs as set forth in SELLER’S actual possession or located in or at the Subject Property and used in or applicable Company Closing Statement to the operation Persons to whom such amounts are owed in accordance with the Transaction Cost Invoices and maintenance the instructions therein and (D) on behalf of the Subject PropertySellers, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (amount of the “License Agreement”), together with a Memorandum thereof Seller Representative Fund to be recorded in the Ulster County Land Records and TP-584 related theretoSeller Representative; and (iii) deliver, via book-entry issuance the Purchase Money MortgageClosing Number of Shares to the Blocker Seller, Dand, Ghosh and each Seller in accordance with their respective Allocable Share in the Company Closing Statement, free and clear of all Liens (other than any restrictions arising under applicable securities Laws and the restrictions set forth in Section 7.8); provided that the aggregate number of Closing Number of Shares that may become issuable after the Closing Date to the Deferred Vesting Recipients in respect of their Class B Units that remain subject to vesting as of immediately prior to the Closing as set forth in the Company Closing Statement shall instead be delivered in the manner set forth in Section 2.9 subject to the satisfaction of the conditions set forth therein.

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A obligation of the Public Authorities Law, containing parties hereto to consummate the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered Closing is subject to the Title Company fulfillment (or waiver) at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements each of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; andfollowing conditions: (i) the Purchase Money MortgageCompany shall have duly executed and delivered to each of the Investors certificates, dated as of the Closing Date and bearing appropriate legends as hereinafter provided for, representing all of the Purchased Securities set forth opposite such Investor’s name on Schedule 1.1, in each case against payment of the aggregate purchase price therefor as set forth in Section 1.1; (ii) the Company shall have duly executed and delivered to the Investors, and each of the Investors shall have duly executed and delivered to the Company, an Amendment No. 3 to the First Amended and Restated Registration Rights Agreement (the “Registration Rights Amendment”) in the form of Annex C; (iii) the Company shall have delivered to the Investors a good standing certificate with respect to the Company issued by the Secretary of State of the State of Delaware, dated as of a recent date; (iv) the Company shall have delivered to the Investors a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, (a) certifying the resolutions adopted by the Independent Majority of the board of directors of the Company approving the Transaction Documents, the Transactions and the issuance of the Purchased Securities, (b) certifying the current versions of the Certificate of Incorporation and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the representations and warranties of the Company set forth in Section 3.1 and of the Investors set forth in Section 3.2 shall be true and correct in all material respects; and (vi) the Company shall have delivered all other documents, certificates, instruments and writings reasonably requested by any of the Investors or their counsel prior to the Closing as may be necessary or advisable in connection with the consummation of any of the Transactions.

Closing Transactions. The At or substantially concurrently with the Closing and on the Closing Date (unless such other date is indicated), the Parties shall cause the consummation of the following transactions in the following order, upon the terms and deliveries shall occur at subject to the Closingconditions of this Agreement: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (Parent shall direct the “Deed”) pursuant Trustee to Art. 9, Title 5- A of make any payments required to be made by Parent in connection with the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordationParent Stockholder Redemptions; (b) A TP-584 form the PIPE Investors, any Alternative Financing Source and RP-5217 form pertaining to Parent shall consummate the Deed, signed by SELLERPIPE Investment and any Alternative Financing (if applicable); (c) A certificate of non-foreign status, signed by Sellerthe Founder Holder Class B Conversion shall be effectuated in accordance with the Parent Charter; (d) A settlement statement, identifying all costs, expenses the Founder Holder Forfeiture shall be effectuated pursuant to the terms and disbursements conditions of the transaction described herein, signed by Seller (the “Settlement Statement”)Founder Holder Agreement; (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty certificate of any kind merger with respect to the Subject Property or First Merger shall be prepared and executed in accordance with the state relevant provisions of title theretothe DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware; (f) Certified resolution(s) the certificate of SELLER authorizing merger with respect to the conveyance Second Merger shall be prepared and executed in accordance with the relevant provisions of the Subject Property to PURCHASERDGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware; (g) Any and all documents, agreements, registrations, keys, originals of expired leases Parent shall deposit (or occupancy agreements cause to be deposited) with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to Exchange Agent the operation and maintenance portion of the Subject Property, as isAggregate Stock Consideration payable pursuant to Section 2.6(a) and Section 2.6(e); (h) A License Agreement Parent shall (i) pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing, and (ii) (on behalf of the Company) pay, or, cause to be paid, all amounts included in the form attached hereto Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as Exhibit “A” set forth on the Company Closing Statement, by wire of immediately available funds; provided, that Parent shall (on behalf of the “License Agreement”)Company) pay, together with a Memorandum thereof or cause to be recorded in paid, the Ulster County Land Records and TP-584 related theretoCompany Transaction Costs that represent compensation to employees to the Company for payment to the applicable service provider at the time required by the applicable employment arrangement through the Company’s payroll system; and (i) the Purchase Money MortgageRepurchase shall be effectuated on the Business Day immediately following the Second Effective Time in accordance with the Repurchase Agreement.

Closing Transactions. The following transactions and deliveries shall occur at At the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form Purchaser shall pay or cause to be paid in cash, by wire transfer of quitclaim deed immediately available funds: (i) all amounts included in the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered Seller Transaction Expenses to the Title Company at accounts set forth in the Closing for recordation;Statement; provided that Purchaser shall pay directly to Seller any amount in respect of Seller Transaction Expenses paid by Seller or a Target Company prior to the Closing; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement, to the extent not paid by Purchaser prior to the Closing. (b) A TP-584 form Purchaser shall make, or cause to be made, appropriate book entries in the name of Seller evidencing the issuance of the Closing Share Consideration, free and RP-5217 form pertaining to clear of all Liens (except for (i) Liens created by, or on behalf of, Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the Deed, signed by SELLER;restrictions arising under the lock-up provisions under the Investors Rights Agreement). (c) A Seller shall deliver to Purchaser: (i) to the extent certificated, all share certificates representing the Purchased Shares (each, a “Certificate”), or in the case of any Certificates that are lost, an indemnity for such Certificate; (ii) a copy of the Investor Rights Agreement, duly executed by the Seller; (iii) a copy of resolutions taken by the Seller Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); (iv) details of Seller’s Irish tax reference number; (v) either a certificate of non-foreign statusthe kind described in section 980 of the TCA or a letter from the auditors of the Target Companies confirming that none is required; (vi) where applicable, signed copies of the share transfer form instruments with respect to the Purchased S▇▇▇▇▇, duly executed by Seller; (dvii) A settlement statementwhere applicable, identifying all costs, expenses and disbursements the updated register of members of each of the transaction described hereinTarget Companies, signed reflecting the transfer of the Purchased Shares to Purchaser; (viii) the consents, approvals and waivers listed in Section 3.03(b) of the Seller Disclosure Letter; (ix) restrictive covenant agreements executed by Seller each of the Key Employees; (x) a certificate from Seller, dated as of the “Settlement Statement”Closing Date in format and substance acceptable to Purchaser, certifying that (i) no withholding is required under Section 1445 of the Code, which certificate shall be in form and substance in accordance with the provisions of Treasury Regulations Section 1.1445-11T(d)(2), and (ii) no withholding is required under Section 1446(f) of the Code, which certificate shall be in form and substance in accordance with the provisions of Treasury Regulations Section 1.1446(f)-2(b)(4); (exi) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title theretoa properly completed Internal Revenue Service Form W-8 duly executed by Seller; (fxii) Certified resolution(s) of SELLER authorizing the conveyance a copy of the Subject Property to PURCHASERminutes of a meeting of the directors validly held in accordance with the relevant Organizational Documents of each of the entities involved in the Restructuring approving the relevant aspects of the Restructuring; (gxiii) Any a copy of the minutes of a meeting of the directors validly held in accordance with the relevant Organizational Documents of each of Alternus Lux and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc.AEA, in SELLER’S actual possession or located in or at each case approving the Subject Property and used in or applicable to the operation and maintenance registration of the Subject Property, as is; (h) A License Agreement interest of the Purchaser in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related theretorelevant Purchased Shares; and (A) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 6.01; and (B) such other documents or certificates as shall reasonably be required by Purchaser and its counsel to consummate the Transactions (including the Share Sale). (d) Purchaser shall deliver to Seller: (i) a certified copy of the Purchase Money MortgageA&R Purchaser Charter; (ii) a copy of the A&R Purchaser Bylaws; (iii) a copy of the Investor Rights Agreement, duly executed by P▇▇▇▇▇▇▇▇; (iv) a copy of the resolutions taken by the Purchaser Board in connection with the approval of this Agreement and the Transactions (including the Share Sale); (v) [Reserved]; and (vi) (A) all other documents, instruments or certificates required to be delivered by Purchaser at or prior to the Closing pursuant to Section 6.02; and (B) such other documents or certificates as shall reasonably be required by Seller and its counsel to consummate the Transactions (including the Share Sale).

Closing Transactions. The following transactions and deliveries shall occur at At or prior to the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form Buyers shall pay the Closing Payment to the Sellers by wire transfer of quitclaim deed immediately available funds to the account(s) designated in writing by the Sellers at least two (2) Business Days prior to the “Deed”Closing Date. (b) pursuant Buyers shall deliver to Art. 9the Sellers: (i) counterparts to the Transition Services Agreement, Title 5- A duly executed by TRMG, Rainbow and IOC Kansas City; (ii) counterparts to the Trademark License Agreement, duly executed by TRMG, Rainbow and IOC Kansas City; (iii) counterparts to the Domain Name Assignment Agreement, duly executed by each of TRMG, Rainbow and IOC Kansas City; (iv) the Public Authorities Law, containing the covenant certificates required by Section 13 of the Lien Law, signed Sections 5.3(a) and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered (b); (v) evidence reasonably satisfactory to the Title Company at regarding due organization and the Closing for recordation;due authorization of the transactions contemplated by Buyers, to the extent required by the Title Company; and (bvi) A TP-584 form and RP-5217 form pertaining evidence reasonably satisfactory to the Deed, signed by SELLER;Sellers that Buyers have obtained all Gaming Approvals required to consummate the transactions contemplated hereby. (c) A certificate of non-foreign statusEach Seller shall deliver, signed or cause to be delivered, to Buyer: (i) counterparts to the Transition Services Agreement, duly executed by SellerParent; (dii) A settlement statementcounterparts to the Trademark License Agreement, identifying all costsduly executed by the Sellers; (iii) counterparts to the Domain Name Assignment Agreement, expenses and disbursements duly executed by Parent; (iv) to the extent certificated, the original stock, limited liability company interest or partnership interest certificates representing the Purchased Interests, duly endorsed in favor of the transaction described hereinapplicable Buyer or its designee and, signed if not certificated, such assignment agreements, in form and substance reasonably satisfactory to Buyers assigning such Seller’s interest in the Purchased Interests to the applicable Buyer free and clear of all Liens; (v) the certificates required by Seller Sections 5.2(a) and (the “Settlement Statement”b); (evi) Such customary affidavits pertaining a duly executed non-foreign person certification for each of Parent and IOC Vicksburg that complies with the requirements of Section 1445 of the Code and Section 1.1445-2(b)(2) of the Treasury Regulations in form and substance reasonably satisfactory to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title theretoBuyers; (fvii) Certified resolution(s) a properly completed and duly executed IRS Form W-9 from each of SELLER authorizing the conveyance of the Subject Property to PURCHASERParent and IOC Vicksburg; (gviii) Any and all documents, agreements, registrations, keys, originals a lien affidavit in the form of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as isExhibit A attached hereto; (hix) A License Agreement a non-imputation affidavit and indemnity in the form of Exhibit B attached hereto hereto; (x) the estoppel certificates required by Section 5.2(d); (xi) evidence of the resignation or removal, effective as Exhibit “A” of the Closing Date, of each of the managers, members and officers of the Companies, unless otherwise designated by Buyers in advance in writing no less than five (5) Business Days prior to the “License Agreement”Closing Date; (xii) written evidence reasonably satisfactory to Buyers that all Liens and Encumbrances (other than Permitted Encumbrances, including state and federal securities law restrictions) on the Purchased Interests and the assets of the Companies, including the Real Property and the Vessels, and guarantees by each Company, in each case set forth on Schedule 1.3(c)(xii), have been or will be released as of the Closing Date; (xiii) a copy of the Player List in an electronic format together with a Memorandum thereof certificate of an officer of each Company certifying on behalf of each Company that to be recorded such Company’s knowledge, the Player List, as it relates to such Company, is complete and accurate in all material respects; (xiv) a USB drive containing a copy of the Ulster County Land Records and TP-584 related theretovirtual data room for each of the Companies maintained by ▇▇▇▇▇▇▇ DataSite for each of the Companies; and (ixv) an amendment to the Purchase Money MortgageKansas City Sublease, duly executed and delivered by the Port Authority of Kansas City, Missouri and IOC Kansas City, that adds Tract A-4 to the “Demised Premises” (as defined in the Kansas City Sublease), such amendment to be in form and substance reasonably satisfactory to Buyers.