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. On the Closing Date (or on a date -------------------- otherwise indicated herein): a. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER Companies shall deliver or cause to be delivered to Buyer: i. Such bills of sale, endorsements, assignments, receipts and other instruments, in such form as are reasonably satisfactory to Buyer, as shall be sufficient to vest in Buyer or Buyer's nominee good and marketable title to the delivery Assets, free and clear of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) all Encumbrances other than liens arising pursuant to Artthe Assumed Liabilities. ii. 9Such keys, Title 5- A lock and safe combinations, and other similar items as Buyer shall require to obtain full occupation and control of the Public Authorities LawAssets. iii. As between the Companies and Buyer, containing the covenant required by Section 13 possession of the Lien LawReal Estate. iv. All consents, signed waivers and acknowledged releases necessary, required or appropriate to consummate the transactions contemplated hereby, except consents to transfers of the Companies' contracts, which Buyer acknowledges will not be procured by SELLER in proper form the Companies and which are not a condition to the consummation of the transactions contemplated hereby. v. The Closing Balance Sheet, and consolidated unaudited financial statements for recording so the Companies and NAI as to convey of November 30, 1997. vi. Certified copies of resolutions duly adopted by each of the title required Companies' General Partner approving the transactions contemplated by, and authorizing the execution, delivery and performance by each of the Companies and NAI of, this Agreement, and also containing a certificate as to the deed restriction described incumbency of officers of each executing any instrument or other document delivered in Section 6.4 belowconnection with such transactions. vii. The Deed Such other documents as the Buyer may reasonably request. viii. Buyer shall deliver or cause to be delivered to the Title Company at Companies: ix. On January 5, 1998 and not before, the Closing for recordation;entire Purchase Price. (b) A TP-584 form x. Certified copies of resolutions duly adopted by Buyer's Board of Directors approving the transactions contemplated by, and RP-5217 form pertaining authorizing the execution, delivery and performance by Buyer of, this Agreement, and a certificate as to the Deed, signed by SELLER;incumbency of officers of each executing any instrument or other document delivered in connection with such transactions. (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) xi. Such customary affidavits pertaining to title other documents as the Title Company Companies 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, etcrequest., 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 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.

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 promissory note in the principal amount of non-foreign statusthe Purchase Price, signed by Sellerin form and substance mutually agreeable to the parties hereto; (d) A settlement statement, identifying all costs, expenses and disbursements Each of the transaction described herein, signed by Seller (parties to the “Settlement Statement”)Management Services Agreement shall execute and deliver to the other a fully executed copy thereof; (e) Such customary affidavits pertaining to title as The Medical Group shall deliver 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 Restricted Stock Agreement to the Subject Property or Buyer executed by each of the state of title theretoPracticing Physicians, and the Buyer shall execute and deliver to the Medical Group the Restricted Stock Agreement for the Practicing Physicians; (f) Certified resolution(s) of SELLER authorizing The Buyer shall deliver to the conveyance Practicing Physicians stock certificates issued in their respective names as required under the terms of the Subject Property to PURCHASERRestricted Stock Agreement; (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 Medical Group shall deliver to the operation and maintenance Buyer the Stockholder Non-Competition Agreement executed by each of the Subject Property, as is;Practicing Physicians; and (h) A License Agreement The Seller shall deliver to the Buyer a copy of the resolutions of the Seller authorizing the transactions contemplated hereby, accompanied by a certificate of the Seller stating that such resolutions have been duly adopted in the form attached hereto as Exhibit “A” (the “License Agreement”), together accordance with a Memorandum thereof to be recorded in the Ulster County Land Records Seller's Articles of Incorporation and TP-584 related thereto; and (i) the Purchase Money MortgageBy-laws.

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. 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 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 (A) The Sellers 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 Corporation, or if specified to such other person, the Closing for recordationfollowing: (i) Certificate(s) representing all of the Shares duly endorsed by the Sellers in blank or accompanied by an assignment separate from certificate duly endorsed in blank, and such other duly executed transfer documents as are required to perfect the transfer; (bii) A TP-584 form and RP-5217 form pertaining For each Seller that is an entity, a certificate of good standing (or its equivalent, if any) from the Secretary of State where such Seller is incorporated or formed, dated within fifteen (15) days of the Closing Date, to the Deedeffect that the Seller is in good standing (or its equivalent, signed by SELLERif any) under the laws of such state; (ciii) A certificate For each Seller that is an entity, copies of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements resolutions 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 Corporation’s board of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER directors 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 transactions contemplated under this Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (iv) A certificate, dated the Closing Date, signed by each Seller, certifying that all of the representations and warranties of Sellers set forth in this Agreement are true and correct on and as of the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date). (B) The Corporation shall deliver or cause to be delivered to the Sellers, the following: (i) Any cash payment required to be paid at the Purchase Money MortgageClosing by wire transfer of immediately available funds to the bank account designated in writing by each Seller on Schedule 13(B)(i) attached hereto; (ii) A resolution of the Corporation’s board of directors, dated at or about the Closing Date, authorizing the transactions contemplated under this Agreement; and (iii) A certificate, dated the Closing Date, signed by the Corporation, certifying that all of the representations and warranties of Sellers set forth in this Agreement are true and correct on and as of the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date).

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) 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 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 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 Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate 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 Company shall allot and issue the Purchased Shares to Art. 9, Title 5- A Buyer at an issue price 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 recordationFinal Per Share Price; (b) A TP-584 form and RP-5217 form pertaining the Buyer shall deliver to the DeedCompany the Purchase Price, signed by SELLERwire transfer of immediately available funds to the account(s) designated in writing by the Company to the Buyer prior to the Closing; (c) A certificate the Existing Indebtedness shall be repaid, redeemed or discharged, as applicable, in full and all commitments thereunder shall be terminated substantially concurrently with the Closing and receipt of nonpayment from the Buyer pursuant to Section 2.3(a), and the Company shall deliver to the Buyer (x) a pay-foreign statusoff letter and lien release documentation in respect of the Existing Credit Agreement, signed by Seller(y) evidence that the Company has redeemed or repurchased in full all indebtedness owing in respect of the Existing Note Purchase Agreement substantially concurrently with the Page 10 Closing and (z) evidence that the Company has (1) satisfied and discharged the Existing Indenture substantially concurrently with the Closing and (2) delivered at Closing an irrevocable notice of redemption of the notes issued under the Existing Indenture, in each case in form and substance reasonably satisfactory to the Buyer (it being understood that in no event shall the Company be required to deliver any notices to repay, redeem, repurchase or discharge any Existing Indebtedness which notice is not revocable or conditional on the occurrence of the Closing); (d) A settlement statementthe Company will register the Purchased Shares, identifying all costson issue after due payment therefor, expenses and disbursements in its register of members in the name of the transaction described herein, signed by Seller (the “Settlement Statement”);Buyer; and (e) Such customary affidavits pertaining to title the Buyer and the Company shall make such other deliveries 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, etcare contemplated by Article 7., 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) A statutory form of quitclaim deed CNF and the Shareholder shall deliver, or cause to be delivered, to the Acquiror and JLL, the following documents and shall take the following actions: (i) The CNF Shareholders shall surrender and deliver to Acquiror as the “Deed”) pursuant to Art. 9, Title 5- A surviving corporation certificates representing all of the Public Authorities Lawissued and outstanding shares of CNF Common Stock; (ii) The CNF Shareholders shall, 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 extent necessary to comply with applicable federal and state securities laws, execute and deliver at the Closing a copy of an investment letter in the form attached to this Agreement as Exhibit 2.2(a)(ii) (the "Investment Letter");. (iii) The CNF Options and any certificate or agreement evidencing the CNF Options shall have been surrendered to CNF for recordationcancellation in accordance with Section 1.2(c) hereof; (biv) A TP-584 form and RP-5217 form pertaining Any outstanding shareholder agreements relating to the Deed, signed by SELLERCNF capital stock shall have been terminated and evidence of such termination satisfactory to Acquiror shall have been delivered to Acquiror; (cv) CNF and the Shareholder shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of California, Articles of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) A certificate shall be executed by an authorized officer of CNF and the Shareholder to the effect that all representations and warranties made by CNF and the Shareholder in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and JLL on said date; (vii) A certificate of non-foreign statusgood standing shall be delivered by CNF and the Shareholder from the Secretary of State of the State of California, signed by Sellerdated at or about the Closing, to the effect that such corporation is in good standing under the laws of said state; (dviii) A settlement statement, identifying An incumbency certificate shall be delivered by CNF signed by all costs, expenses and disbursements of the transaction described herein, signed by Seller (officers thereof dated at or about the “Settlement Statement”)Closing; (eix) Such customary affidavits pertaining to title as Articles of Incorporation certified by the Title Company may reasonably require provided that in no event Secretary of State of the State of California at or about the Closing Date and a copy of the Bylaws of CNF certified by the Secretary of CNF dated at or about the Closing 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 theretobe delivered by CNF; (fx) Certified resolution(s) Board and shareholder resolutions shall be delivered by the Secretary of SELLER CNF dated at or about the Closing authorizing the conveyance of the Subject Property to PURCHASERtransactions contemplated by this Agreement; (gxi) 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 The Shareholder Escrow Agreement in the form attached hereto as Exhibit “A” Schedule 1.4(b) shall be executed and delivered by the Shareholder; (xii) The Shareholder Escrow Shares shall be delivered into escrow pursuant to the “License Shareholder Escrow Agreement”); (xiii) CNF and the Shareholder shall deliver those documents deemed adequate and necessary by Acquiror to evidence (i) the consent of ▇▇▇▇▇ Fargo Bank to the transactions contemplated by this Agreement; and (ii) compliance with the terms of Section 6.2(j) hereof, together with a Memorandum thereof unless otherwise waived by Acquiror; (xiv) Shareholder shall have executed an assignment of intellectual property rights to be recorded Acquiror in form and substance satisfactory to Acquiror;. (xv) Shareholder shall execute and deliver the Registration Rights Agreement in the Ulster County Land Records and TP-584 related theretoform attached to this Agreement as Exhibit 5.5(b); and (xvi) 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 CNF and the Shareholder, the following documents and shall take the following actions: (i) Subject to Section 1.4(b), Acquiror shall deliver or shall cause to be delivered to the CNF Shareholders certificates evidencing 6,000,000 Preferred Shares in payment of the Purchase Money MortgagePrice. 2,850,000 of the Preferred Shares issuable to the Shareholder shall be delivered into escrow pursuant to the terms of the Shareholder Escrow Agreement; (ii) Acquiror shall deliver certificates evidencing the Acquiror Options to the persons and in the amounts set forth on Schedule 1.2(c); (iii) Acquiror shall cause certain shareholders of Acquiror to deliver voting proxies to the Shareholder with respect to an aggregate of 1,600,000 shares of Common Stock, in the form attached to this Agreement as Exhibit 5.20; (iv) JLL 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; (v) 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 CNF and the Shareholder on said date; (vi) A certificate shall be executed by an authorized officer of JLL to the effect that all representations and warranties of JLL under this Agreement are true and correct as of the Closing, as though originally given to CNF and the Shareholder on said date; (vii) 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; (viii) A certificate of good standing shall be delivered by JLL from the Secretary of State of the State of Delaware dated at or about the Closing that JLL is in good standing under the laws of said state; (ix) An incumbency certificate shall be delivered by Acquiror signed by all of its officers dated at or about the Closing; (x) An incumbency certificate shall be delivered by JLL signed by all of its officers dated at or about the Closing; (xi) 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; (xii) Certificate of Incorporation of JLL certified by the Secretary of State of the State of Delaware at or about the Closing Date and a copy of the Bylaws of JLL certified by the Secretary of JLL dated at or about the Closing; (xiii) Certified Board resolution shall be delivered by the Secretary of Acquiror dated at or about the Closing authorizing the transactions contemplated by this Agreement; (xiv) Certified Board and shareholder resolutions shall be delivered by the Secretary of JLL dated at or about the Closing authorizing the transactions contemplated by this Agreement; (xv) Acquiror will execute and deliver and cause the Historic Acquiror Shareholders to execute and deliver the Escrow Shares pursuant to the Escrow Agreement in, the form attached to this Agreement as Exhibit 1.4(a); (xvi) Cause the Historic Acquiror Shareholders to deliver the Acquiror Escrow Shares (4,000,000 shares of Acquiror Common Stock) into escrow pursuant to the Acquiror Escrow Agreement; (xvii) Each of the officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to CNF and the Shareholder; (xviii) Acquiror shall execute and deliver the Registration Rights Agreement in the form attached to this Agreement as Exhibit 5.5(b); and (xix) 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 (a) At the Closing: 4.5.1. SELLER shall , the Sellers will 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 Purchaser: (i) Certificates, as applicable, evidencing the Shares, free and clear of all Encumbrances (other than any restrictions on the transferability of such securities under applicable securities Laws), together with appropriate assignment and conveyance documents in respect of the Shares, in form and substance reasonably acceptable to the Purchaser (each, an "Assignment" and collectively, "Assignments"), duly executed by each applicable Seller; (ii) the Escrow Agreement, duly executed by the Seller Representative; (iii) a certificate duly executed by the Sellers, dated as of the Closing Date, certifying that the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied; (iv) estoppel certificates with respect to each of the Real Property Leases set forth on Section 1.6(a)(iv) of the Seller Disclosure Letter, dated no more than ten (10) days prior to the Closing, from each landlord under such Real Property Lease, which will include a release and waiver of any claims that arise or are otherwise related to any time period prior to the Closing Date, or the occupancy of the premises described in such Real Property Leases, for the benefit of the Purchaser (or its designated Affiliate) and its successors and assigns, in form and substance reasonably satisfactory to the Purchaser; (v) a certificate in accordance with Treasury Regulation Section 1.1445-2(c)(3), together with the applicable notice to the Internal Revenue Service, certifying that the Shares of ATS are not U.S. real property interests within the meaning of Section 897(c)(1) of the Code; (vi) resignations, effective as of the Closing Date, from those directors and officers of the Acquired Companies as the Purchaser may have requested in writing ten Business Days prior to the Closing Date; (vii) a good standing certificate of each Acquired Company, to the extent applicable under applicable Law, from its respective state or province of formation dated no more than five Business Days prior to the Closing Date; (viii) evidence, reasonably satisfactory to the Purchaser, that all Consents identified on Section 1.6(a)(viii) of the Seller Disclosure Letter have been obtained; (ix) such other documents, instruments and agreements as the Purchaser reasonably requests no later than two Business Days prior to the Closing for recordation;the purpose of consummating the transactions contemplated by this Agreement; and (x) the Non-Compete Agreements and Transition Services Agreement, duly executed. (b) A TP-584 form and RP-5217 form pertaining At the Closing, the Purchaser will deliver to the DeedSellers (unless otherwise stated): (i) to each Seller, signed its respective Closing Amount in proportion to the Sellers' respective holdings of the Shares as set forth on Schedule I; provided, however, that any fractional Consideration Shares to be paid to the Sellers will be paid in cash as part of the Closing Consideration. (ii) to third Persons, that amount of money due and owing from any of the Sellers or the Acquired Companies as Transaction Expenses, by SELLERwire transfer of immediately available funds; provided, however, that with respect to Transaction Expenses payable to employees, such amounts will be wired to the designated payroll administrator of the Acquired Companies for distribution to the intended recipients of such amounts (less any applicable Taxes required to be deducted or withheld by applicable Law); (iii) to holders of outstanding Debt, if any, that amount of money due and owing from any of the Acquired Companies to such holders of outstanding Debt, by wire transfer of immediately available funds; (iv) (A) to ATI, that amount of money due and owing from ATS to ATI pursuant to the applicable Restructuring Agreement as consideration for the assets of ATI and its subsidiaries in connection with the Restructuring, (B) to Altair, that amount of money due and owing from ATS to Altair pursuant to the applicable Restructuring Agreement as consideration for the portion of the Transferred Business held by Altair, (C) to TCS, that amount of money due and owing from ATS to TCS pursuant to the applicable Restructuring Agreement as consideration for the portion of the Transferred Business held by TCS, and (D) to AlphaTec, that amount of money due and owing from ATS to AlphaTec pursuant to the applicable Restructuring Agreement as consideration for the portion of the Transferred Business held by AlphaTec (collectively, the "Restructuring Payments"); (v) the Assignments, duly executed by the Purchaser; (vi) the Escrow Agreement and Transition Services Agreement, duly executed by the Purchaser; (vii) a certificate duly executed by a senior authorized officer of the Purchaser, dated as of the Closing Date, stating that the conditions specified in Section 6.2(a) and Section 6.2(b) have been satisfied; and (viii) such other documents, instruments and agreements as the Sellers reasonably request no later than two Business Days prior to the Closing for the purpose of consummating the transactions contemplated by this Agreement. (c) A certificate of non-foreign statusAt the Closing, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements the Purchaser will deposit the Indemnification Escrow Amount with the Escrow Agent in accordance with the terms of the transaction described herein, signed by Seller Escrow Agreement (the “Settlement Statement”); (e"Indemnity Escrow Account") Such customary affidavits pertaining to title as and the Title Company may reasonably require provided that Adjustment Escrow Amount with the Escrow Agent in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind accordance with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance terms 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, etcEscrow Agreement., 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 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.