Common use of Deliveries at Closing Clause in Contracts

Deliveries at Closing. At the Closing, Seller shall deliver to Buyer: (a) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to the Property; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, Seller shall deliver certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to Buyer:vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (aii) A special warranty deed (At the “Deed”) Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and content substance reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such certifying on behalf of the Property Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as constitutes real property in effect on the Closing Date, and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than (iv) that the Permitted Exceptionscondition to closing set forth in Section 6.1(c) has been met; (biii) A bill of sale with usual warranties conveying good title to At the PropertyClosing, the Registration Rights Agreement, duly executed by the Company; (civ) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the authority of Seller or anyone executing documents on behalf of Seller Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to consummate the transactions contemplated herein; Buyer, (eA) A closing statement duly executed by Seller setting forth the prorations Common Stock included in such Units will be validly issued, fully paid and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ non-assessable and Seller; (fB) A certificate stating that Seller’s representations the Warrants will be valid and warranties set forth in Paragraph 3 are true and correct as binding obligations of the date Company and (ii) assuming issuance of Closing; (g) A certificate containing the information necessary to complete a 1099Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Propertyassessable; and (iv) An affidavit in form reasonably acceptable opinion of Canadian counsel to the Title Company allowing addressed to the title company to remove any exception for parties in possession Buyer, providing that the issuance of the Property Units is exempt from Buyer’s owner’s policy of title insurance the prospectus requirements under Ontario securities laws, that such securities are subject to be obtained at Closing; (j) A statement from Seller certifying restrictions on transfer under Ontario securities law and that all of the representations Common Stock included in such Units and warranties contained in Paragraph 3 of this Agreement the Warrant Shares are true and correct as of conditionally approved for listing on the Closing dateTSX. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Seller shall deliver the following Persons are delivering or causing to Buyerbe delivered the following: (a) A special warranty deed Purchaser shall deliver, or cause to be delivered, to Sellers the following deliveries: (i) on behalf of Sellers or the Company, as applicable, an aggregate amount equal to Sellers’ best good faith estimate of unpaid Company Transaction Expenses as of immediately prior to Closing (the “DeedEstimated Unpaid Company Transaction Expenses”) in form and content reasonably satisfactory ), by one or more wire transfers of immediately available funds to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title an account or accounts designated by the third party Persons entitled to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptionsreceipt thereof; (bii) A bill the portion of sale the Net Cash Closing Consideration to which Gaiam Travel is entitled in accordance with usual warranties conveying good title Gaiam Travel’s Cash Purchase Price Pro Rata Proportionate Share by wire transfer of immediately available funds to the Propertyan account or accounts designated by Gaiam Travel; (ciii) A non-foreign status affidavit executed the portion of the Net Cash Closing Consideration to which ▇▇▇▇▇▇▇▇ is entitled in accordance with ▇▇▇▇▇▇▇▇’▇ Cash Purchase Price Pro Rata Proportionate Share by wire transfer of immediately available funds to an account or accounts designated by ▇▇▇▇▇▇▇▇; (div) Evidence satisfactory to Buyer of an employment agreement by and between ▇▇▇▇▇▇▇▇, Purchaser Parent and the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly Company, executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ ▇▇▇▇, Purchaser Parent and Sellerthe Company in the form attached hereto as Exhibit B; (fv) A certificate stating that Seller’s representations a stockholders agreement by and warranties set forth between ▇▇▇▇▇▇▇▇, the Company and Purchaser Parent, executed by ▇▇▇▇▇▇▇▇, the Company and Purchaser Parent; and (vi) to ▇▇▇▇▇▇▇▇ (x) share certificates or other evidence representing the Equity Purchase Price reasonably satisfactory to ▇▇▇▇▇▇▇▇, and (y) the Note, duly executed by the Company. (b) Sellers are delivering, or causing to be delivered, to Purchaser the following deliveries: (i) stock certificates representing all Purchased Shares, duly endorsed or accompanied by duly executed stock powers, in Paragraph 3 are true either case, as necessary to convey all right, title and correct interest in and to the Purchased Shares to Purchaser; (ii) resignations, effective as of the date hereof, of Closingeach director and officer of the Company identified on Schedule 3.02(b)(ii); (giii) A a certificate containing in accordance with the information necessary to complete requirements of Treasury Regulation Section 1.1445-2(b) certifying that each Seller is not a 1099foreign person within the meaning of Treasury Regulation Section 1.1445-S Form2(b) in the form attached hereto as Exhibit C; (hiv) Appropriate lien waivers or other appropriate documentation (certified to Buyer and an estoppel certificate with respect to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring Company Headquarters Lease executed by the Property without exception for construction, mechanic’s, materialman’s or other liens against the Propertylandlord thereunder; and (iv) An affidavit in form invoices and other reasonably acceptable supportive documentation evidencing that the amount of Estimated Unpaid Company Transaction Expenses will fully and finally satisfy all Company Transaction Expenses incurred at or prior to the Title Company allowing the title company to remove any exception Closing, together with wire instructions for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained payment thereof at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. 5.1 Items to be Delivered by E-biz. At the Closing, Seller shall E-biz will deliver or cause to Buyerbe delivered to WorkPlace Compliance and Shareholders the following: (a) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such Minutes of a meeting of the Property Board of Directors of E-biz authorizing the issuance of certificates totaling 5,832,709 E-biz Shares registered in the names of the Shareholders as constitutes real property shown on Exhibit "A". (b) A certificate executed by a duly authorized officer of E-biz certifying that: (i) The representations and warranties in Section 4 hereof are true and correct in all material respects as of the Closing; and (ii) That the person signing this Agreement on behalf of E-biz is capable authorized to sign this Agreement and the other documents to be delivered hereunder on behalf of being transferred E-biz. (c) True and complete copies of the resolutions duly and validly adopted by deedthe Board of Directors of E-biz evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (d) Stock certificates covering the E-biz Shares to be delivered to Shareholders pursuant to this Agreement. 5.2 Items to be Delivered by WPCI and Shareholders. At the Closing, free WPCI and clear Shareholders will deliver or cause to be delivered to E-biz the following: (a) Stock certificates representing all 5,832,709 of any lien, encumbrance the issued and outstanding WPCI Shares endorsed in blank or exception other than the Permitted Exceptionsaccompanied by appropriate stock powers; (b) A bill Certificates executed by duly authorized officers of sale with usual WPCI certifying that: (i) The representations and warranties conveying good title of WPCI in Section 3 hereof are true and correct in all material respects as of the Closing; and (ii) The person signing this Agreement on behalf of WPCI are authorized to sign this Agreement and the Property;other documents to be delivered hereunder on behalf of WPCI. (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer True and complete copies of the authority resolutions duly and validly adopted by the Board of Seller or anyone executing documents on behalf Directors of Seller to consummate WPCI evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing datehereby. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:, (a) A special warranty deed (Each Shareholder shall deliver to Purchaser stock certificates evidencing the “Deed”) Shares owned by him or it, in each case duly endorsed or accompanied by duly executed stock powers in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred Purchaser with signatures guaranteed by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptionsa national bank; (b) A bill of sale with usual warranties conveying good title Purchaser shall deliver the Purchase Price by wire transfers to the PropertyShareholders, to be divided between the Shareholders based on their share ownership as set forth in Section 3(b) hereto; (c) counsel to the Company and the Shareholders shall deliver to Purchaser a legal opinion dated the Closing Date in form reasonably acceptable to Purchaser opining to the matters set forth in Exhibit A non-foreign status affidavit executed by ▇▇▇▇▇▇hereto; (d) Evidence satisfactory the Company's accounting firm shall deliver a letter dated the Closing Date and addressed to Buyer Purchaser stating that to its knowledge that there are no pending audits or investigations involving the Company and that it has no reason to believe that the Financial Statements do not fairly present the financial condition of the authority of Seller or anyone executing documents on behalf of Seller to consummate Company at and for the transactions contemplated hereinperiods set forth therein; (e) A closing statement duly executed by Seller setting forth the prorations Shareholders shall deliver evidence of receipt of all required approvals, consents, licenses and adjustments required by this Agreement or otherwise agreed permits to by ▇▇▇▇▇ and Sellerthe transactions contemplated herein in a form acceptable to the Purchaser in its sole discretion; (f) A certificate stating the Shareholders shall deliver evidence that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as it has paid or otherwise satisfied all of the date of Closingpayroll and commissions payable by the Company through the Closing Date; (g) A certificate containing Tedco shall deliver documents and certificates in form acceptable to Purchaser evidencing the information necessary authority of its officers to complete a 1099-S Formexecute and deliver this Agreement and consummate the transactions contemplated hereby; (h) Appropriate lien waivers or other appropriate documentation (certified counsel to Buyer and Purchaser shall deliver to the Title Company) that is necessary for Buyer to obtain Company a title insurance policy insuring legal opinion dated the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit Closing Date in form reasonably acceptable to the Title Company allowing opining as to the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations due authorization, execution and warranties contained in Paragraph 3 delivery by Purchaser of this Agreement are true Agreement; and 8 9 (i) the Company and correct as of the Closing date. (k) All Shareholders shall execute and deliver such other documents necessary as are reasonably requested by Purchaser to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to effectuate the Propertypurposes and intent of this Agreement. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At Sellers’ Representative shall have delivered or caused to be delivered to Buyers’ Parent the Closingfollowing documents, Seller shall deliver each properly executed and dated as of the Closing Date (unless otherwise specified below), as applicable, and in form and substance reasonably acceptable to BuyerBuyers’ Parent: (a) A special warranty deed (a duly executed instrument of transfer, in customary form, to effect the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such transfer of the Property as constitutes real property and is capable Capital Stock of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted ExceptionsTFP from Sellers’ Parent to Fitesa US; (b) A bill the Tredegar Brasil Deliverables set forth in Section 1 of sale with usual warranties conveying good title to the PropertyExhibit D; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (d) Evidence satisfactory a certificate of an authorized officer of Sellers’ Parent certifying as to Buyer the satisfaction of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated hereinclosing conditions set forth in Sections 8.1 through 8.4; (e) A closing statement duly executed by a certificate of the secretary or other authorized officer of Sellers’ Parent certifying as to the resolutions of the board of directors or sole member, as applicable, of each Seller setting forth authorizing and approving the prorations execution and adjustments required by delivery of this Agreement or otherwise agreed to by ▇▇▇▇▇ such Seller and all other agreements contemplated hereby, the performance of such Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (f) A a certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date secretary or other authorized officer of Closingeach Target Company: (i) certifying as to the accuracy and completeness of attached copies of the Organizational Documents of such Target Company, and (ii) certifying as to the resolutions of the applicable governing body of such Target Company authorizing and approving the execution and delivery of any agreement contemplated hereby to which such Target Company is a party and the performance of such Target Company’s obligations thereunder and the consummation of the transactions contemplated thereby; (g) A certificate containing the information instruments necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to effect the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for constructionresignations, mechanic’seffective as of Closing, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all directors, managers and officers, as applicable, of the representations Target Companies and warranties contained in Paragraph 3 of this Agreement are true and correct Target Subsidiaries set forth on Annex 8.5(g), including, as required by applicable Law, resolutions of the Closing date. (k) All other documents necessary governing bodies of a Target Company or any Target Subsidiary and amendments to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.applicable Organizational Documents;

Deliveries at Closing. (i) At Closing Buyer shall (a) deliver payment of the Closing, Purchase Price; and (b) execute and deliver the Registration Rights Agreement. (ii) At Closing Seller shall deliver to Buyer: : (a) certificates for the Series A special warranty deed (Preferred Stock in the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such name of the Property as constitutes real property Buyer and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to execute and deliver the Property;Registration Rights Agreement. (ciii) A non-foreign status affidavit executed by At Closing, Buyer shall have received an opinion addressed to Equity Services, Ltd. and the Buyer, from Camhy ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇ & ▇▇▇▇▇ LLP, stating the following: (a) Seller has been duly incorporated and Selleris validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted; (fb) A certificate stating that Seller’s representations The Shares shall be duly authorized and warranties set forth validly issued and when issued and delivered, each of them shall be enforceable in Paragraph 3 are true accordance with their terms (subject to general principles of equity and correct as bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The shares of Common Stock, when issued and delivered upon conversion of the date Series A Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed by applicable securities laws and/or this Agreement, and will not subject the holders thereof to personal liability by reason of Closingbeing such holders; (gc) A certificate containing the information necessary The Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement of Seller enforceable in accordance with its terms, subject to complete a 1099-S Form; (h) Appropriate lien waivers general principles of equity and to bankruptcy or other appropriate documentation (certified laws affecting the enforcement of creditors' rights generally, and Seller has full power and authority to Buyer execute and deliver the Agreement and the other agreements and documents contemplated hereby and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Propertyperform its obligations thereunder; and (id) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession The execution and delivery of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all Agreement, the issuance of the representations Shares and warranties contained in Paragraph 3 the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the consummation of the transactions contemplated by this Agreement are true and correct as by Seller, will not conflict with or result in a breach of or a default under any of the Closing dateterms or provisions of, Seller's certificate of incorporation or By-laws. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the Closingfollowing documents, Seller shall deliver each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to BuyerSellers’ Representative: (a) A special warranty deed (the “Deed”) Tredegar Brasil Deliverables set forth in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such Section 2 of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted ExceptionsExhibit D; (b) A bill the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of sale with usual warranties conveying good title to the PropertyTredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) Evidence satisfactory to Buyer a certificate of the authority secretary or other authorized officer of Seller Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or anyone executing documents on behalf the board of Seller to consummate managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereinhereby and thereby; (e) A closing statement duly executed by Seller setting instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth the prorations and adjustments on Annex 8.5(h), including, as required by this Agreement applicable Law, resolutions of the governing bodies of a Target Company or otherwise agreed any Target Subsidiary and amendments to by ▇▇▇▇▇ and Sellerapplicable Organizational Documents; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing;Escrow Agreement; and (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateTransition Services Agreement. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At The purchase and sale of the ClosingProperty contemplated by this Agreement shall be closed by Seller's delivery of a properly executed special warranty deed conveying good and marketable fee simple title to the Property to Purchaser (the "Deed"), subject only to the Permitted Exceptions, and the payment by Purchaser of the Purchase Price for the Property in the manner provided in Section 3 hereof. Seller shall also execute and deliver to BuyerPurchaser: (a) A special warranty deed (the “Deed”) An Assignment and Assumption Agreement in form reasonably acceptable to Purchaser and content reasonably satisfactory Seller, whereby the Lease shall be assigned by Seller to Buyer’s counsel conveying goodPurchaser, indefeasibleand assumed by Purchaser; (b) A duly executed closing statement, marketable itemizing all credits between Seller and insurable fee simple Purchaser; (c) A duly executed affidavit of title with respect to the Property and such other agreements as may be necessary to cause Title Company to ▇▇▇▇ the Title Commitment and issue the Title Policy with an effective date on the date of recording of the Property Deed; (d) A duly executed certificate with respect to Section 1445 of the Internal Revenue Code of 1986, as constitutes amended, stating, among other things, that Seller is not a foreign corporation or non-resident alien, as defined in the Code and regulations issued pursuant thereto; (e) A real property estate reporting transferor identification, showing Seller's correct federal tax identification number, to enable the closing attorneys to complete and is capable file the required IRS Form 1099-S; (f) Physical possession of being transferred by deedall the Property, free subject to the Lease and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (bg) A bill of sale with usual warranties conveying good title Such evidence as the Title Company shall reasonably require as to the Property; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents the parties acting on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by enter into this Agreement or otherwise agreed and to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as discharge the obligations of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S FormSeller pursuant hereto; (h) Appropriate lien waivers or other appropriate documentation The Estoppel Certificate executed by Tenant (certified Seller shall use best efforts to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained deliver at Closing); (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At Closing the Closing, parties shall deliver to each other the documents and items indicated below: (a) Seller shall deliver to Buyer: (ai) A special warranty deed An appropriate “Seller’s Affidavit” or other reasonably acceptable evidence attesting to the absence of liens, lien rights, rights of parties in possession (the “Deed”other than Tenant) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other encumbrances arising under Seller (other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to the Property; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to naming both Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing as benefited parties, so as to enable Title Company to delete the title company to remove any exception “standard” exceptions for parties in possession of the Property such matters from Buyer’s owner’s policy of title insurance for each of the respective Premises and otherwise insure any “gap” period occurring between the Closing and the recordation of the closing documents. (ii) A duly executed Special Warranty Deed with respect to each of the Premises, subject to no exceptions other than the Permitted Exceptions, in substantially the form attached as Exhibit E, and otherwise as approved by the Title Company and revised as needed to conform to the requirements of state law for the state in which each of the Premises are located. (iii) Two executed duplicate originals of the Lease and a recordable Lease Memorandum for each Premises. (iv) One original of the Guaranty. (v) Duly executed counterparts of the closing statement. (vi) An appropriate FIRPTA Affidavit or Certificate by Seller, evidencing that Seller is not a foreign person or entity under Section 1445(f)(3) of the Internal Revenue Code, as amended. (vii) All certificates of insurance, insuring Buyer as the owner of each of the Premises, which are required by the Lease for such Premises to be obtained at Closing;furnished by the Tenant to the landlord. (jviii) A statement from Seller certifying that all of the The representations and warranties contained of Seller set forth in Paragraph 3 of this Agreement are true Section 11 hereof shall be true, correct and correct complete in all material respects on and as of the Closing dateDate. (kix) All other documents necessary to transfer The financial condition of Tenant, Guarantor and Seller shall not have deteriorated at any time during the term of this Agreement, and in any event none of those parties shall file or assign to Buyer any zoning approvals, permits, have filed against it a petition seeking relief under the bankruptcy or other development rights with respect to similar laws of the PropertyUnited States or any state thereof. (lx) Any Buyer shall have received the Title Commitment for each of the Premises “marked-up” and effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to Buyer an original owner’s policy of title insurance for all of the Properties in the amount of the aggregate Purchase Price subject only to the Permitted Exceptions. In the event there is more than one Buyer, one policy will be issued for all Properties purchased by that Buyer and the insured amount shall be the aggregate Purchase Price of only those Properties. (xi) An appropriate “No Change” affidavit and any other documents reasonably required or customary for closings by the Title company to delete the standard survey exceptions noted on the Title Commitment. (xii) Copies of any current leases that affect any of the sale Premises. (xiii) Evidence of commercial real estate authority for the individual signing on behalf of Tenant and any other corporate documents reasonably requested by Buyer and/or Title Company. (xiv) Two executed duplicate originals of an assignment of Seller’s interest, rights and obligations of this Agreement from Stripes LLC to Town & Country Food Stores, Inc., in a form reasonably acceptable to Buyer. (xv) Such other closing documents as are reasonably necessary and proper in order to consummate the Commonwealth transaction contemplated by this Agreement. (b) Buyer shall deliver to Seller or Tenant, as applicable: (i) The Purchase Price, less all the deductions, prorations, and credits provided for herein. (ii) Two executed duplicate originals of Kentuckythe Lease and a recordable Lease Memorandum for each Premises. (iii) Duly executed counterparts of the closing statement. (iv) Such other closing documents as are reasonably necessary and proper in order to consummate the transaction contemplated by this Agreement.

Deliveries at Closing. At the Closing, Seller the Company shall deliver deliver, or cause to Buyerbe delivered, to Purchaser: (a) A special warranty deed all pay-off letters duly executed by the holders of all Repaid Indebtedness (such documents collectively, the “DeedPay-Off Letters”), indicating (i) the amounts required in order to pay in full all such Repaid Indebtedness (such amounts collectively, the “Pay-Off Amount”) in form and content reasonably satisfactory to Buyer’s counsel conveying good(ii) that upon payment of the Pay-Off Amount, indefeasibleall outstanding obligations of the Company or its Subsidiary, marketable and insurable fee simple title as applicable, arising under or related to such Repaid Indebtedness shall be repaid and extinguished in full and that, if applicable, upon receipt of such payment, such Person shall release its Liens and other security interests in, and agree to deliver UCC-3 termination statements and such other documents or endorsements necessary to release of record its Liens and other security interest in, and the same shall be terminated and of no further force and effect, the assets and properties of the Property as constitutes real property Company and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptionsits Subsidiary; (b) A bill certification from the Company that none of sale with usual warranties conveying good title the equity securities of the Company (including the Common Shares and the Stock Options) is a U.S. real property interest, and the notice to the Propertyaccompany such statement, specified in Treasury Regulations §1.1445-2(c)(3)(i) and §1.897-2(h); (c) A non-foreign a certificate, dated not earlier than two (2) business days prior to the Closing Date, of the Secretary of State or comparable Governmental Authority of the state of organization of the respective Acquired Company stating that such Acquired Company is in good standing or has comparable active status affidavit executed by ▇▇▇▇▇▇in such jurisdiction; (d) Evidence satisfactory to Buyer copies of the authority executed Letters of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated hereinTransmittal with original Certificates; (e) A closing statement copies of the Option Surrender Agreements in a form reasonably satisfactory to Purchaser, duly executed by Seller setting forth the prorations Company and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Sellereach Optionholder; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as a copy of the date of Closingexecuted Stockholder Written Consent, which Stockholder Written Consent is in full force and effect and constitutes all the resolutions adopted by the Securityholders in connection with the Transactions; (g) A certificate containing all approvals, consents and waivers that are listed on Schedule 3.02 (excluding approvals with respect to any Repaid Indebtedness) of the information necessary Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to complete a 1099-S FormPurchaser at or prior to the Closing; (h) Appropriate lien waivers or a certificate executed by an officer of the Company, in form and substance reasonably acceptable to Purchaser, dated as of the Closing Date, certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other appropriate documentation agreements contemplated hereby and the consummation of the Transactions and (certified to Buyer 2) the Stockholder Written Consent approving the Transaction and to adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring resolutions adopted in connection with the Property without exception for construction, mechanic’s, materialman’s or other liens against the Propertytransactions contemplated hereby and thereby; and (i) An affidavit a certificate executed by an officer of the Company, in form and substance reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct Purchaser, dated as of the Closing dateDate, stating that the conditions to closing specified in Sections 2.01(a) and (b) have been satisfied. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Ardagh shall deliver to BuyerGHV: (ai) A special warranty deed a counterpart (or counterparts) to each of the “Deed”Related Agreements to be entered into by AMPSA, Ardagh or any of their respective Subsidiaries, duly executed by AMPSA, Ardagh and their respective Subsidiaries, as applicable; (ii) evidence of the consummation of the Debt Financing, together with copies of documentation executed by the lenders or other creditors (or their duly authorized agent or representative, on their behalf) of the Ardagh Existing Indebtedness, evidencing (A) the release of all guarantees of the Ardagh Existing Indebtedness by the AMP Entities and the termination of all other obligations and liabilities of the AMP Entities in respect thereof and (B) the release of all liens, Encumbrances and other security interests granted by the AMP Entities, or otherwise on the assets of the AMP Entities or the AMP Business, securing the Ardagh Existing Indebtedness or guarantees or other obligations or liabilities with respect thereto, in each case, in form and content substance reasonably satisfactory acceptable to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such GHV; (iii) a copy of the Property amended articles of association of AMPSA in the form attached as constitutes real property Exhibit G; and (iv) such other documents or certificates as shall be reasonably determined by GHV and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than its counsel to be required in order to consummate the Permitted Exceptions;Transactions. (b) A bill of sale with usual warranties conveying good title Upon the terms and subject to the Propertyconditions set forth in this Agreement, at the Closing, GHV shall deliver to Ardagh: (i) a counterpart (or counterparts) to each of the Related Agreements to be entered into by GHV or the Sponsor, duly executed by GHV and the Sponsor, as applicable; (cii) A non-foreign status affidavit a copy of the Certificate of Merger, duly executed by ▇▇▇▇▇▇GHV; (diii) Evidence satisfactory to Buyer resignations of the authority directors and officers of Seller or anyone executing documents on behalf of Seller GHV, to consummate be effective as of, and conditioned upon, the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (iiv) An affidavit in form such other documents or certificates as shall be reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance determined by Ardagh and its counsel to be obtained at Closing; (j) A statement from Seller certifying that all of required in order to consummate the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateTransactions. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:: --------------------- (a) A special warranty deed Independence will deliver to Atlas the following: (i) An executed and acknowledged Real Property Quitclaim Deed covering the “Deed”Acquired Claims and the Located Claims (as set forth in parts (ii) and (iii) of Exhibit A-1) in the form attached hereto as Exhibit B-1; (ii) An executed and content reasonably satisfactory to Buyer’s counsel conveying goodacknowledged Assignment of Leases covering the Leased Claims (as set forth in part (i) of Exhibit A-1) in the form attached hereto as Exhibit B-2; (iii) An executed and acknowledged ▇▇▇▇ of Sale covering any personal property associated with the Acquired Claims, indefeasible, marketable the Located Claims or the Leased Claims in the form attached hereto as Exhibit B-3; (iv) An executed and insurable fee simple title to such acknowledged Water Rights Quitclaim Deed covering the Water Rights in the form attached hereto as Exhibit B-4; (v) Certificates of good standing for Independence from the Secretary of State of the Property States of Delaware and Nevada; and (vi) An Officer's Certificate in the form attached hereto as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions;Exhibit C. (b) Atlas will deliver to Independence the following: (i) A bill certificate or certificates representing the Shares, registered in Independence's name and bearing the following legend: The shares represented by this Certificate have not been registered under the Securities Act of sale with usual warranties conveying good title 1933, as amended (the "Act"), and are "restricted securities" as that term is defined in Rule 144 under the Act and may not be sold, transferred, assigned, pledged or hypothecated except pursuant to an effective registration statement or an opinion of counsel reasonably satisfactory to Atlas Corporation to the Propertyeffect that registration under the Act is not required. The shares are being (Page 35 of 64 pages) acquired solely for the purpose of investment, and not with a view to the distribution or sale of any part thereof. The shares have been acquired subject to the terms and conditions of that certain Purchase and Sale Agreement between Independence Mining Company Inc. and Atlas Corporation dated October 25, 1995. (ii) $400,000.00 in immediately available funds, plus an amount of money (in immediately available funds) equal to the federal and state claim holding and filing fees required to maintain the Properties in good standing, prorated on a daily basis to the date hereof, for the assessment year commencing September 1, 1995; (ciii) A non-foreign status affidavit executed by If the Closing occurs on or after November 4, 1995, $30,000.00 in immediately available funds in respect of Independence's payment to ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇ ▇▇▇▇▇▇ and Sellerunder a certain Mining Lease dated November 4, 1983 as more fully described in Exhibit A-1; (fiv) An assumption of obligations in the form of the Assumption Agreement attached hereto as Exhibit B-5 as required by Section 3.3; (v) A registration rights agreement pertaining to the Shares in the form of Exhibit D; (vi) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of good standing for Atlas from the Secretary of State of the date State of ClosingDelaware; (gvii) A certificate containing An Officer's Certificate in the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Propertyform attached hereto as Exhibit E; and (iviii) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession The opinions of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations Coudert Brothers and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ in the Commonwealth form of KentuckyExhibit F hereto.

Deliveries at Closing. At the Closing, Seller the Company shall deliver the following to Buyer: each Purchaser: (a) A special warranty deed (a stock certificate registered in such Purchaser's name, or in such nominee name(s) as designated by the “Deed”) Purchaser in form and content reasonably satisfactory to Buyer’s counsel conveying goodwriting, indefeasible, marketable and insurable fee simple title to representing the Shares purchased by such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; Purchaser; (b) A bill of sale with usual warranties conveying good title to a Warrant in such Purchaser's name, or in such nominee name(s) as designated by the Property; Purchaser in writing; and (c) A non-foreign status affidavit executed a certificate, signed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer an officer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and Company, to the Title Company) effect that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties of the Company contained in Paragraph 3 of this Agreement are true and correct in all material respects on and as of the Closing date.Date as though newly made on and as of that date (except for representations and warranties which speak as of the date of this Agreement or as of another specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered thereby); and (ii) the Company has performed and complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before the Closing. Each Purchaser's obligation to purchase the Units shall be subject to the following conditions: (ka) All other documents necessary the accuracy of the representations and warranties made by the Company herein and the fulfillment of those undertakings of the Company to transfer or assign be fulfilled prior to Buyer any zoning approvals, permits, or other development rights with respect Closing; (b) delivery of the certificates representing the Shares and the Warrants. The Company's obligation to sell the Units shall be subject to the Property.following conditions: (la) Any other documents reasonably required or customary for closings the accuracy of the sale representations and warranties made by each Purchaser herein and the fulfillment of commercial real estate those undertakings of each Purchaser to be fulfilled prior to the Closing; and (b) each Purchaser's payment of the Purchase Price to the Escrow Agent. Upon satisfaction of all the conditions to Closing set forth in this Agreement, the Commonwealth of KentuckyEscrow Agent shall be directed to deliver to the Company the aggregate Purchase Price for the Units, less any expenses that the Company has agreed to reimburse to its counsel, which the Escrow Agent shall pay directly to the Company.

Deliveries at Closing. At the Closing, Seller shall deliver to BuyerClosing Time: (a) A special warranty deed (the “Deed”) in form Purchaser shall issue the Consideration Shares to the Vendor and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such provide the Vendor with a copy of the Property as constitutes real property share certificate representing the Consideration Shares and is capable a copy of being transferred by deed, free and clear the securities' register of any lien, encumbrance or exception other than the Permitted ExceptionsPurchaser evidencing such issuance; (b) A bill of sale with usual warranties conveying good title the Vendor shall deliver to the PropertyPurchaser share certificates representing the Shares, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank; (c) A non-foreign the Vendor shall deliver to the Purchaser the following (if applicable, in form and substance satisfactory to the Purchaser, acting reasonably): (i) certified copies of the resolutions of the board of directors of the Vendor authorizing entering into and completion of the transactions contemplated by this Agreement; (ii) certified copies of the resolutions of the board of directors of Cannahealth authorizing transfer of the Shares to the Purchaser; (iii) a certificate of status affidavit (or equivalent) with respect to the Vendor and each Corporation, issued by the appropriate Governmental Authority in their respective jurisdictions of incorporation; (iv) resignation of each director, officer, and employee (as applicable) of each of the Corporations, except to the extent such person is a director, officer, and employee of the Purchaser as of the date hereof; (v) a release by the Vendor in favour of each of the Corporations for any and all claims that the Vendor may have against any of the Corporations; (vi) the minute book for each of the Corporations; (vii) an executed copy of the investor rights agreement, substantially in the form attached hereto as Schedule "C" (the "Investor Rights Agreement"); (viii) such other documents as may reasonably be requested by ▇▇▇▇▇▇;the Purchaser in order to complete the transactions contemplated herein. (d) Evidence the Purchaser shall deliver to the Vendor the following (if applicable, in form and substance satisfactory to Buyer the Vendor, acting reasonably): (i) certified copies of the authority resolutions of Seller or anyone executing documents on behalf the board of Seller to consummate directors of the Purchaser authorizing the entering into and completion of the transactions contemplated hereinby this Agreement, including issuance of the Consideration Shares; (eii) A closing statement duly executed a certificate of status, compliance, good standing or like certificate with respect to the Purchaser, issued by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Sellerappropriate Governmental Authority in its jurisdiction of incorporation; (fiii) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as a release by each of the date Corporations in favour of Closingthe Vendor for any and all claims that any of the Corporations may have against the Vendor as at the Closing Date; (giv) A certificate containing an executed copy of the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the PropertyInvestor Rights Agreement; and (iv) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All such other documents necessary as may reasonably be requested by the Vendor in order to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to complete the Propertytransactions contemplated hereon. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. (a) At the Closing, Seller or the Company, as applicable, shall deliver deliver, or cause to Buyerbe delivered, the following: (ai) A special warranty deed to Buyer, a duly executed Closing Certificate from an authorized Person of Seller and the Company, in the form attached hereto as Exhibit A, dated as of the Closing Date, certifying that the conditions set forth in Section 12.2(a) and Section 12.2(b) have been satisfied; (ii) to Buyer, a counterpart of the Assignment and Assumption Agreement in the form attached hereto as Exhibit B, duly executed by Seller (the “DeedAssignment and Assumption Agreement”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions); (biii) A bill of sale with usual warranties conveying good title to the PropertyEscrow Agent, a joint written instruction duly executed by Seller, instructing Escrow Agent to distribute to Seller, in accordance with wiring instructions delivered to Buyer by Seller, an amount equal to the Performance Deposit; (civ) A non-foreign status affidavit to Buyer, a duly completed and properly executed IRS Form W-9 of Seller (or if Seller is disregarded as an entity separate from another Person that is not disregarded for U.S. federal income Tax purposes, such other Person); (v) to Buyer, a counterpart of the Closing Statement, duly executed by ▇▇▇▇▇▇; (dvi) Evidence to Buyer, (i) releases of all Liens securing Indebtedness under any Credit Documents that are burdening the Company Interests and/or the Assets, (ii) authorizations to file UCC-3 termination statements, mortgage releases and other applicable terminations or releases, in each case, in form and substance reasonably satisfactory to Buyer, in all applicable jurisdictions to evidence the release of all Liens securing Indebtedness under the Credit Documents that are burdening the Company Interests and/or the Assets and (iii) all instruments and agreements, in each case, in form and substance reasonably satisfactory to Buyer reasonably required to effect and file of record the authority release of Seller or anyone executing documents on behalf of Seller to consummate all Liens securing Indebtedness under any Credit Documents that are burdening the transactions contemplated hereinCompany Interests, and/or the Assets; (evii) A closing statement to Buyer, written resignations and releases (effective as of Closing) of each of the managers, officers and directors, as applicable, of the Company, in their capacity as such, in form and substance reasonably acceptable to Buyer; (viii) one or more counterparts of those Excluded Asset Assignments, each in the form of Exhibit E, from the Company to Seller or one or more of its designees, duly executed by Company and Seller (or its designee), as required to transfer the Excluded Assets from the Company; (ix) to Buyer, a counterpart of a mutual release in the form attached hereto as Exhibit I (the “Mutual Release”), duly executed by ▇▇▇▇▇▇; (x) to Buyer, a counterpart of the transition services agreement in the form attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by Seller; (xi) to Buyer, a counterpart of the registration rights agreement in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by Seller setting forth and/or its designees (xii) if applicable, to Buyer, a counterpart of the prorations Affiliate Contract Assignment, duly executed by Seller and adjustments required its applicable Affiliates; (xiii) to Buyer, for the Assets operated by this Agreement Seller or otherwise agreed its Affiliates (other than the Company), (A) such regulatory documentation on forms prepared by Seller and reasonably acceptable to by Buyer as are necessary to designate the Company (or Buyer’s designee, as applicable) as operator of such ▇▇▇▇▇ and Seller; (fB) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as to the extent required by any applicable joint operating agreement, resignation of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to operator notices, prepared by Buyer and reasonably acceptable to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the PropertySeller; and (ixiv) An affidavit in form to Buyer, all other instruments, documents and other items reasonably acceptable necessary to effectuate the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 terms of this Agreement are true and correct any Related Agreement, as may be reasonably requested by ▇▇▇▇▇. (b) At the Closing, Buyer shall deliver the following: (i) to Seller, a duly executed Closing Certificate from an authorized Person of Buyer, in the form attached hereto as Exhibit C, dated as of the Closing date.Date, certifying that the conditions set forth in Section 12.3(a) and Section 12.3(b) have been satisfied; (kii) All to Seller, by wire transfer of immediately available funds to the account(s) designated by Seller in the Closing Statement, an amount equal to the Closing Payment; (iii) to Seller, a counterpart of the Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; (iv) to the Escrow Agent, a joint written instruction duly executed by ▇▇▇▇▇, instructing Escrow Agent to distribute to Seller in accordance with wiring instructions delivered to Buyer by Seller an amount equal to the Performance Deposit; (v) to the extent applicable, to the Escrow Agent, by wire transfer of immediately available funds to the account designated by the Escrow Agent in accordance with the Escrow Agreement, an amount equal to the Defect Deposit; (vi) to Seller, a counterpart to the Closing Statement, duly executed by ▇▇▇▇▇; (vii) to Seller, evidence, reasonably satisfactory to Seller, that ▇▇▇▇▇ has procured the R&W Insurance Policy, as required under Section 9.11; (viii) to Seller, a counterpart of the Mutual Release, duly executed by ▇▇▇▇▇; (ix) to Seller, a counterpart of the Transition Services Agreement, duly executed by ▇▇▇▇▇; (x) if applicable, to Seller and/or its designees, (A) the issuance by Parent of the Equity Purchase Price and (B) evidence reasonably satisfactory to Seller of such issuance; (xi) if applicable, to Seller, evidence reasonably satisfactory to Seller that the shares of Parent Class A Common Stock comprising the Equity Purchase Price have been approved and authorized for listing on the Exchange; (xii) to Seller, a counterpart of the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇; and (xiii) to Seller, all other instruments, documents and other items reasonably necessary to transfer or assign to Buyer effectuate the terms of this Agreement and any zoning approvalsRelated Agreement, permits, or other development rights with respect to the Propertyas may be reasonably requested by Seller. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Seller Closing the Company shall deliver the following to Buyer: each Purchaser: (a) A special warranty deed (a stock certificate registered in such Purchaser's name, or in such nominee name(s) as designated by the “Deed”) Purchaser in form and content reasonably satisfactory to Buyer’s counsel conveying goodwriting, indefeasible, marketable and insurable fee simple title to representing the Shares purchased by such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; Purchaser; (b) A bill of sale with usual warranties conveying good title to a Warrant in such Purchaser's name, or in such nominee name(s) as designated by the Property; Purchaser in writing; (c) A non-foreign status affidavit executed by an opinion of White & McDe▇▇▇▇▇, ▇; .C. dated the Closing Date and substantially in the form attached hereto as Exhibit A ("Opinion of Counsel"); and (d) Evidence satisfactory to Buyer a certificate, signed by the President of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and Company, to the Title Company) effect that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties of the Company contained in Paragraph 3 of this Agreement are true and correct in all material respects on and as of the Closing date. Date as though newly made on and as of that date (kexcept for representations and warranties which speak as of the date of the Agreement or as of another specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered thereby) All other documents necessary and (ii) the Company has performed and complied with, in all material respects, all of its covenants contained in this Agreement and required to transfer be performed or assign complied with on or before the Closing. Each Purchaser's obligation to Buyer any zoning approvals, permits, or other development rights with respect purchase the Shares shall be subject to the Property. following conditions: (la) Any other documents reasonably required or customary for closings the accuracy of the sale representations and warranties made by the Company herein and the fulfillment of commercial real estate those undertakings of the Company to be fulfilled prior to Closing; and (b) delivery of the Opinion of Counsel. Upon satisfaction of all the conditions to Closing set forth in this Agreement and the Commonwealth delivery of Kentuckythe certificates representing the Shares and of the Warrants to the Purchaser, the Escrow Agent shall be directed to deliver to the Company the Purchase Price for the Shares, less the Placement Agent fee due to the Placement Agent and any expense that the Company has agreed to reimburse to the Placement Agent and its counsel, which the Escrow Agent shall pay directly to them in accordance with the Company's engagement letter with the Placement Agent.

Deliveries at Closing. At the Closing, Seller shall deliver to Buyer: (a) A special warranty deed The Seller, or Oak, as the case may be, shall deliver or cause to be delivered to the Buyer: (i) the “Deed”stock certificate representing the Nordco Stock duly endorsed by the Seller for transfer to the Buyer; (ii) a certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing of Nordco in Delaware and a certificate of the Secretary of State of Wisconsin as to the legal existence and good standing of Nordco in Wisconsin; (iii) the minute book, stock book and corporate seal of Nordco; (iv) certificate of the Secretary of the Seller attesting to the incumbency and signatures of officers of the Seller executing any documents, certificates, instruments or agreements contemplated by this Agreement, and the authenticity of the resolutions of the Seller's Board of Directors authorizing the sale of the Nordco Stock; (v) a certificate of the Secretary of Nordco attesting to the incumbency and signatures of any officer of Nordco executing this Agreement, and the authenticity of the resolutions of Nordco's Board of Directors authorizing the execution of this Agreement; (vi) written resignations from each of the directors of Nordco resigning as members of Nordco's Board of Directors and from each Oak employee who is a trustee, custodian or authorized signatory under any employee benefit plan or bank account of Nordco remaining with Nordco after the Closing, which resignations shall be effective as of the Closing Date; (vii) an opinion from counsel to Nordco, the Seller and Oak, dated as of the Closing Date in such form and content as shall be reasonably satisfactory to the Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such 's counsel; (viii) a certificate of the Property Secretary or Assistant Secretary of Oak attesting to the incumbency and signatures of officers of Oak executing any documents, certificates, instruments or agreements contemplated by this Agreement, and the authenticity of the resolutions of Oak's Board of Directors authorizing the execution by Oak of this Agreement; and (ix) a certificate from an officer of Oak setting forth true, complete and correct copies of the charter and by-laws of Nordco and all amendments thereto in effect as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions;Closing Date. (b) A bill of sale with usual warranties conveying good title The Buyer shall pay, deliver or cause to be delivered to the PropertySeller: (i) the payment required pursuant to Section 1.2 above; (cii) A non-foreign status affidavit executed by ▇▇▇▇▇▇a certificate of the Secretary of State of the State of Wisconsin as to the legal existence and good standing of the Buyer in Wisconsin; (diii) Evidence satisfactory to Buyer a certificate of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as Secretary of the date Buyer attesting to the incumbency and signatures of Closing; (g) A certificate containing officers of the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring authenticity of the Property without exception for construction, mechanic’s, materialman’s or other liens against resolutions of the PropertyBuyer's Board of Directors authorizing the purchase of the Nordco Stock ; and (iiv) An affidavit in form reasonably acceptable an opinion from counsel to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct , dated as of the Closing date. (k) All other documents necessary Date, in such form as shall be reasonably satisfactory to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect counsel to the PropertySeller and Oak. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At Buyers shall have received from the Closing, Seller shall deliver to BuyerCompany each of the deliveries set forth below: (ai) A special warranty deed (At the “Deed”) Initial Closing and Subsequent Closing, as applicable, certificates representing the Shares, duly and validly issued in form favor of Buyers and content reasonably satisfactory otherwise sufficient to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying vest in Buyers good title to the PropertyShares; (cii) A non-foreign status affidavit At the Initial Closing and Subsequent Closing, as applicable, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyers, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Shares, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; provided that with respect to the Subsequent Closing, the matters set forth in clause (i), (ii) and (iii) may be addressed by certification that there have been no changes to such documents since the Initial Closing. (iii) At the Initial Closing, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇the Company; (div) Evidence satisfactory At the Initial Closing, an opinion of U.S. counsel to Buyer the Company addressed to the Buyers, providing that the issuance, sale and delivery to the Buyers of the authority of Seller or anyone executing documents on behalf of Seller to consummate Initial Shares and the transactions contemplated herein; (e) A closing statement Subsequent Shares have been duly executed authorized by Seller setting forth the prorations all necessary corporate action and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ upon issuance against payment therefor and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and delivery to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for constructionBuyers, mechanic’ssuch Shares will be validly issued, materialman’s or other liens against the Propertyfully paid and non-assessable; and (iv) An affidavit in form reasonably acceptable At the Initial Closing and Subsequent Closing, as applicable, an opinion of Canadian counsel to the Title Company allowing addressed to the title company to remove any exception for parties in possession Buyers, providing that the issuance of the Property Initial Shares and the Subsequent Shares, as applicable, is exempt from Buyer’s owner’s policy of title insurance Ontario prospectus requirements, that such shares are subject to be obtained at Closing; (j) A statement from Seller certifying restrictions on transfer under Ontario securities law and that all of such shares are conditionally approved for listing on the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateTSX. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. (a) Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Sellers shall assign, transfer, and deliver to Buyer the Subject Interests free and clear of all Encumbrances, other than the Permitted Encumbrances, duly endorsed or accompanied by stock powers duly endorsed in blank. In exchange for the Subject Interests, Buyer will pay or cause to be paid to Sellers at the Closing, by wire transfer of immediately available funds denominated in U.S. dollars or by such other means as are agreed upon by Sellers and Buyer, an amount equal to the Purchase Price, subject to adjustment following the Closing in accordance with Section 2.5. (b) At the Closing, Seller Sellers shall deliver deliver, or shall cause to be delivered, the following to Buyer: (ai) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted ExceptionsThe MainLine Interest; (bii) A bill of sale with usual warranties conveying good title to The C/R Units and the PropertyNon-C/R Units; (ciii) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer The written resignations of the authority directors of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations MainLine and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating Buckeye GP that Seller’s representations and warranties are set forth in Paragraph 3 are true and correct on Schedule 2.4 effective as of the date of Closing; (giv) Copies of any and all governmental and third party consents, waivers or approvals obtained by Sellers with respect to the consummation of the transactions contemplated by this Agreement, including waivers of the change of control provisions by SunTrust Capital with respect to the BGH Credit Facility and the required lenders with respect to the BPL Credit Facility; (v) The officers’ certificates contemplated by Section 6.1(f); (vi) The opinions of counsel contemplated by Section 6.1(g); (vii) Copies of the certificate of formation or other certificate of organization of each Seller that is an entity and each Buckeye Affiliate and certificates of status or good standing as of a recent date with respect to each such entity, issued by the Secretary of State of the jurisdiction in which each respective entity was organized; (viii) Copies, certified by an officer of C/R Holdings, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by C/R Holdings in connection herewith, and the consummation of the transactions contemplated hereby; (ix) A certificate containing of an officer of C/R Holdings identifying the information necessary name and title and bearing the signatures of the officers of C/R Holdings authorized to complete a 1099-S Formexecute and deliver this Agreement and the other agreements and instruments contemplated hereby; (hx) Appropriate lien waivers or other appropriate documentation Sellers’ Required Regulatory Approvals; (certified xi) A certification of non-foreign status by each Seller that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2); (xii) Evidence reasonably satisfactory to Buyer that the Management Units that have been converted to common units of BGH are transferable to Buyer pursuant to and in accordance with the BGH Partnership Agreement prior to the Title CompanyClosing Date; (xiii) that is necessary for Documentation evidencing the admission of Buyer to obtain as a title insurance policy insuring limited partner of BGH in accordance with Section 10.1 of the Property without exception for construction, mechanic’s, materialman’s or other liens against the PropertyBGH Partnership Agreement; and (xiv) Such other agreements, consents, documents, instruments and writings as are required to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Buyer shall deliver, or shall cause to be delivered, the following to Sellers: (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at ClosingThe Purchase Price; (jii) A statement from Seller certifying that Copies of any and all of the representations governmental and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer third party consents, waivers or assign to approvals obtained by Buyer any zoning approvals, permits, or other development rights with respect to the Property.consummation of the transactions contemplated by this Agreement; (liii) Any other documents reasonably required The officers’ certificate contemplated by Section 6.2(g); (iv) The opinion of counsel contemplated by Section 6.2(h); (v) Copies, certified by the Secretary or customary for closings Assistant Secretary of Buyer, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the sale agreements and instruments to be executed and delivered by Buyer in connection herewith, and the consummation of commercial real estate in the Commonwealth transactions contemplated hereby; (vi) A certificate of Kentuckythe Secretary or Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; and (vii) A copy of the certificate of formation of Buyer and a certificate of good standing with respect to Buyer as of a recent date, issued by the Secretary of State of Delaware.

Deliveries at Closing. Buyers shall have received from the Company each of the deliveries set forth below: (i) At the Closing, Seller shall deliver certificates representing the Shares, duly and validly issued in favor of Buyers and otherwise sufficient to Buyer: (a) A special warranty deed (the “Deed”) vest in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying Buyers good title to the PropertyShares; (cii) A non-foreign status affidavit At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyers, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Shares, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation, as amended, and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 5.1(c) has been met. (iii) At the Closing, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇the Company; (div) Evidence satisfactory At the Closing, an opinion of U.S. counsel to Buyer the Company addressed to the Buyers, providing that the issuance, sale and delivery to the Buyers of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement Shares have been duly executed authorized by Seller setting forth the prorations all necessary corporate action and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ upon issuance against payment therefor and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and delivery to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for constructionBuyers, mechanic’ssuch Shares will be validly issued, materialman’s or other liens against the Propertyfully paid and non-assessable; and (iv) An affidavit in form reasonably acceptable At the Closing, an opinion of Canadian counsel to the Title Company allowing addressed to the title company to remove any exception for parties in possession Buyers, providing that the issuance of the Property Shares is exempt from Buyer’s owner’s policy of title insurance the prospectus requirements under Ontario securities laws, that such shares are subject to be obtained at Closing; (j) A statement from Seller certifying restrictions on transfer under Ontario securities law and that all of such shares are conditionally approved for listing on the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateTSX. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At 4.6.1 Each Borrower shall deliver, or cause to be delivered, to Lender and/or Buyer on or before the Closing, Seller shall deliver to BuyerClosing Date: (a) A special warranty a grant deed in the form of Exhibit D attached hereto with respect to the applicable Borrower's Property (each, a "Deed" and, collectively, the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions"Deeds"); (b) A bill a ▇▇▇▇ of sale and assignment in the form of Exhibit E attached hereto with usual warranties conveying good title respect to the applicable Borrower's Property; (c) A non-foreign status affidavit a release in the form of Exhibit F-1 attached hereto executed by ▇▇▇▇▇▇Borrower and Guarantor; (d) Evidence satisfactory a dismissal of action, with prejudice, with respect to Buyer the Riverside County Litigation in the form of Exhibit G attached hereto, which Borrower expressly authorizes Lender to file with the Superior Court of the authority State of Seller or anyone executing documents on behalf California, for the County of Seller to consummate the transactions contemplated hereinRiverside; (e) A closing statement duly executed by Seller setting forth an estoppel affidavit in the prorations and adjustments required by this Agreement or otherwise agreed form of Exhibit H attached hereto with respect to by ▇▇▇▇▇ and Sellerthe applicable Borrower's Property; (f) A certificate stating that Seller’s representations a certification of non-foreign status in the form of Exhibit G-1 attached hereto and warranties set forth a California Franchise Tax Board Form 590 in Paragraph 3 are true and correct as the form of the date of ClosingExhibit G-2 attached hereto; (g) A certificate containing the information necessary to complete a 1099-S Form;[Intentionally Omitted] (h) Appropriate lien waivers or other appropriate documentation (certified Deeds of Full Reconveyance with respect to Buyer the SCA Deeds of Trust, which shall be in form and substance satisfactory to Lender and the Title Company; (i) such transfer declarations, disclosure statements, evidence of due formation and organization, evidence of due authorization, execution and delivery and other documentation that is may be required by law or as may be reasonably required by Lender, the Title Company or Buyer; (j) the Disclosure Materials, the original Contracts and a current Rent Roll certified by Borrower and Guarantor to be true, correct and complete as of the business day immediately preceding the Closing Date; (k) to the extent available, (i) plans and specifications and drawings for the improvements on the Real Property, stamped by appropriate governmental agencies to show approval thereby, (ii) a complete set of all building plans and specifications and other construction documents, together with all assignment and/or authorization documents and letters as may be necessary or requested by Lender with regard to any architect or engineer's work, and (iii) any other documents or instruments evidencing or constituting Intangible Property; (l) all keys for Buyer to obtain a title insurance policy insuring the Property without exception Property, including the keys for constructionany machinery, mechanic’s, materialman’s equipment or other liens against Personal Property and any individual space and any office, storage or other facilities used in connection with the Property, which keys shall be properly tagged for identification; (m) any entry cards or opening devices for any security gates or garages in the Property; (n) all property stored for security purposes, if any, at a location other than the Property; (o) any documentation necessary to give Lender or Buyer full control of the Accounts;; (p) a notice to each tenant under a Lease in the form of Exhibit H attached hereto, executed by Borrower informing the tenant of the change of ownership; (q) possession of all of the Property; and (ir) An affidavit evidence that Borrower has terminated the management agreement referred to in form reasonably acceptable Section 2.11 above, and certification from the manager that no amount is outstanding under such agreements; 4.6.2 As a condition precedent to the Title Company allowing the title company to remove any exception for parties in possession obligations of the Property from Buyer’s owner’s policy of title insurance Borrower and Guarantor under this Agreement, Lender and Buyer shall deliver, or cause to be obtained at Closing;delivered, to Borrower and Guarantor: (ja) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate a release in the Commonwealth form of KentuckyExhibit F-2 attached hereto.

Deliveries at Closing. At the Closing, Seller the following transactions shall deliver occur, all of such transactions being deemed to Buyeroccur simultaneously: (a) A special warranty deed USCI will deliver, or will cause to be delivered, to Holdings the following: (the “Deed”i) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such a certificate of the Property Secretary of USCI, to the effect that all representations and warranties made by USCI under this Agreement are true and correct as constitutes real property and is capable of being transferred by deedthe Closing, free and clear of any lien, encumbrance or exception other than the Permitted Exceptionssame as though originally given to USCI on said date; (bii) A bill of sale with usual warranties conveying good title to the Property; (c) A non-foreign status affidavit a certificate executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇ ▇. ▇▇▇▇▇ ▇▇▇▇, an officer and Seller; the principal shareholder of USCI, to the effect that (fA) A certificate stating that Seller’s all representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of USCI made under this Agreement are true and correct as of the Closing and (B) USCI does not have any Liabilities as of the Closing, all the same as though originally given to USCI on said date; (iii) a certificate from the State of Utah dated at or about the Closing Date to the effect that USCI is in good standing under the laws of said state; (iv) stock certificates representing the USCI Shares duly endorsed (or executed stock powers), which shall be exchanged for Holdings Shares as described in Section 1.3, above; and (v) certified copies of resolutions by USCI's Board of Directors and minutes of a special meeting of its shareholders authorizing the transactions contemplated by this Agreement; and (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement. (kb) All other documents necessary Holdings will deliver or cause to transfer be delivered to USCI: (i) a certificate of the Secretary or assign to Buyer any zoning approvalsanother officer of Holdings, permits, or other development rights with respect to the Property.effect that all representations and warranties of Holdings made under this Agreement are true and correct as of the Closing, the same as though originally given to USCI on said date; (lii) Any other documents reasonably required a certificate from the Delaware Secretary of State dated at or customary for closings about the Closing Date to the effect that Holdings is in good standing under the laws of said state; (iii) stock certificates representing the Holdings Shares to be issued as a part of the sale exchange of commercial real estate shares and Merger as described in Section 1.3, above; (iv) certified copies of resolutions by Holding's Board of Directors authorizing the Commonwealth transactions contemplated by this Agreement; (v) such other instruments, documents, and certificates, if any, as are required to be delivered pursuant to the provisions of Kentuckythis Agreement; and (vi) all other items, the delivery of which is a condition precedent to the obligations of USCI, as set forth in Section 4.2 hereof.

Deliveries at Closing. At The Closing shall occur as follows, subject to satisfaction of all of the Closing, terms and conditions of this Agreement: 10.1.1 Seller shall deliver convey its interest in and to Buyer: (a) A the Property to Buyer by depositing into Escrow a special warranty deed (the “"Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good"), indefeasible, marketable and insurable which Deed shall convey fee simple title to such of the Property to Buyer, subject to the Permitted Exceptions and the reservations, covenants and restrictions set forth in Exhibit C attached hereto and made a part hereof (the "Deed Restrictions"). The Deed (including the Deed Restrictions) shall be expressly accepted by and binding upon Buyer, its successors and assigns and the Property from and after the Closing Date. 10.1.1.1 Such assignment, documents and other instruments and agreements, executed, witnessed and acknowledged in recordable form, as constitutes shall be reasonably required by Title Company to release of record the Property from the Secured Encumbrances and all Title Objections which Seller has agreed to remove in accordance with the provisions of Section 6 above; 10.1.1.2 Such other documents, instruments, and agreements, including, but not limited to, an Assignment of Lease, Assignment of Warranties, Permits, Plans and Specifications, if any, and any other documents as are customarily executed and delivered at closing by sellers of real property in Anne Arundel County, Mary▇▇▇▇, including but not limited to a standard Seller's affidavit respecting mechanic's liens, and is capable a FIRPTA Affidavit. 10.1.1.3 An Assignment and Assumption of being transferred by deedLease document providing, inter alia, that Seller has good and indefeasible title to the Lease free and clear of any lien, encumbrance or exception other than all liens and encumbrances except the Permitted Exceptions;, and a mutual indemnification of Buyer and Seller, respectively, for lessor obligations under the Lease, pre and post closing, respectively. The form of said Assignment and Assumption Agreement shall be negotiated in good faith between the parties during the Due Diligence Period, and failure to agree on the form of the same shall be grounds for either party to terminate this Agreement. 10.1.1.4 An estoppel from Sterling in the form attached hereto as Exhibit D, dated no more than ten (b10) A bill of sale with usual warranties conveying good title days prior to the Property; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateclosing. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Seller shall deliver to Buyer: (a) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such The Closing of the Property Transactions (including assignments, transfers, deliveries and related events) has been held on the date hereof and shall be deemed to be effective as constitutes real property and is capable of being transferred by deedthe close of business on June 26, free and clear 2004 ("the Settlement Date") at the offices of any lienHolme Roberts & Owen LLP in Salt Lake City, encumbrance Utah. Any prorations or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to the Property; (c) A non-foreign status affidavit executed by allo▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇ ▇▇▇▇▇ ▇▇▇ ▇▇rties hereto which are prescribed by this Agreement shall be made as of the Settlement Date. At the Closing: (a) E & R has delivered to IST certificates representing all of the shares of the Principals' Stock described in paragraph 1 above, duly endorsed in favor of IST or accompanied by one or more properly endorsed stock powers. (b) IST has delivered and Seller;transferred to E & R (i) the EPMG card services, Discover, American Express and Echo merchant accounts, including their associated reserves and the associated EPMG bank accounts at First Regional Bank and Zion's Bank (subject to receiving the necessary consents), in accordance with the Exhibit A attached hereto; (ii) the fixed assets of EPMG located in Utah described in Exhibit B attached hereto; (iii) the CMS and WebBuilder software code comprising the database management system, the website builder and the real estate module; and (iv) joint ownership (together with IST) of all confidential information and intangible property utilized by EPMG in serving its existing and future clients; provided that statements that are subject to the attorney-client privilege of the Principals and their affiliates and each asset listed on Exhibit B hereto are confidential and proprietary to E&R; and provided further, that EPMG has received from E & R a perpetual license to use the January 1, 2004 version of the CMS and WebBuilder software for internal usage and certain other rights that are further described in the License Agreement attached hereto as Exhibit C. For purposes of clause (iv) of this paragraph 2(b), "intangible property" will not include causes of action, legal claims or rights against third parties, trademark rights and trade names, and accounts receivable and other rights to receive payment. To the extent of any conflict between the preceding sentence and Exhibit B, the parties agree that Exhibit B shall control. (c) E & R and IST shall take the following actions with respect to customer service and coaching session obligations: (i) E & R hereby assumes responsibility to provide for fulfillment to all existing customer service and coaching session obligations related to EPMG and to provide for web hosting for all current EPMG website hosting customers, the payment of all returns and allowances (including associated refunds and chargebacks) for existing and former customers of EPMG plus customers engaged by IST Kansas City prior to February 1, 2004 (provided that E & R shall have no liability for refunds, returns or allowances on IST sales that were originally processed through a merchant credit card account that has not been transferred to E & R under paragraph 2(b) above). E & R will receive from IST all EPMG customer data that is required to fulfill these services. (ii) In exchange for this commitment by E & R, IST has paid to E & R $300,000 in cash on the date hereof and hereby assigns and delivers to E & R the on going monthly web hosting related subscription services revenue. IST will also pay to E & R a fee in the amount of $125,000 payable monthly in twelve equal payments of 10,416.67 with the first payment due August 1, 2004. (iii) The obligation of E & R will continue for as long as IST is not in breach or violation of this Agreement and such breach remains uncured for a period of 14 calendar days after E & R delivers notice of the breach to IST (which notice shall specify the nature of the breach). (iv) IST will expend reasonable efforts to assist in a smooth transition of the existing customers of EPMG to E & R and affirms that IST and its affiliates do not own any lead data provided by third-party lead sources who have provided leads to EPMG. IST will satisfy its contractual obligations with its lead providers, although E&R will indemnify IST and EPMG against any liabilities suffered by IST or EPMG under contracts with lead providers by reason of IST's or EPMG's delivery of lead data to E&R pursuant to this Agreement without the consent of such lead providers (except that E&R will have fourteen (14) days from the date hereof to obtain all necessary consents from such lead providers, and the foregoing indemnification shall only apply to lead providers for whom consents are not obtained within said 14-day period). For a period of 120 days after the date hereof, IST and its affiliates will not (either directly or indirectly through the use of associates) market to those EPMG customers who are currently engaged in coaching sessions and who have purchased such coaching sessions during the one-year period prior to the date hereof, as listed on Exhibit D hereto (the "Restricted Customers"). (d) E & R confirms that ESI, Inc. has issued to IST a credit memo for $251,846 which reduces the amount due to ESI, Inc. from IST. (e) IST has paid the following: (i) $400,000 in cash client reserves to the clients (the "Designated Clients") specified on Exhibit E hereto; and (ii) to each of James R. Garn and Ethan A. Willis $183,333 as full payment of bonuses du▇ ▇▇▇▇ ▇▇▇ ▇▇eir s▇▇▇▇▇▇▇ ▇▇ ▇▇▇ in the past. (iii) IST has paid one-half of the $50,000 bonus payable to David Bird (with E&R having paid the other half). (f) A certificate stating that Seller’s representations E & R ▇▇▇ ▇▇▇ ▇ave executed and warranties set forth delivered Product/Leads Agreements in Paragraph 3 are true the forms attached as Exhibits F and correct as of the date of Closing;G, respectively. (g) A certificate containing IST hereby releases and waives any rights it or its affiliates may have that restrict the information necessary solicitation of customers or competition of current and former employees of EPMG. E & R intends to complete a 1099cause an affiliated entity to offer to hire EPMG employees effective as of the Settlement Date. E & R assumes all employee related expenses incurred by EPMG after the Settlement Date with respect to those EPMG employees who accept employment with the E&R affiliate. EPMG will comply with all applicable employment laws and regulations (including those relating to the payment of wages, benefits and other employee-S Form;related expenses) and historical company practices for liabilities accruing through the Settlement Date relating to the EPMG employees who accept employment with E & R's affiliate. (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer IST, E & R, Ethan Willis, and to the Title Company) that is necessary for Buyer to obtain Randy Garn have all entered into a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; andmutual releases in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇ ▇▇▇▇▇▇▇ H hereto. (i) An affidavit in form reasonably acceptable IST has delivered to the Title Company allowing the title company to remove any exception for parties in possession E & R a copy of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all resolutions of the representations board of directors of IST, certified as accurate by a duly authorized IST officer, approving and warranties contained in Paragraph 3 ratifying the execution of this Agreement by IST and the performance of IST of its obligations set forth herein. Except as provided herein, all such documents, deliveries, assignments and transfers (i) are true free and correct clear of all liens and encumbrances, and (ii) are in form and substance satisfactory to counsel for IST and E & R, as appropriate. All of the foregoing payments, deliveries, assignments and transfers shall be deemed to have occurred simultaneously as of the Closing dateSettlement Date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At (a) As of the Closing, Seller the Company shall deliver to Buyer: (ai) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such a certificate of the Property Company's Secretary dated as constitutes real property of the date hereof certifying: (i) the Company's Articles of Incorporation as in effect on the date hereof; (ii) the Company's by-laws, as in effect on the date hereof; (iii) resolutions duly adopted by the Company's Board of Directors authorizing the transactions contemplated hereby; and (v) incumbency of the Company's officers. (ii) an opinion from Butzel Long, P.C., counsel for the Company and the Stockholders, dated as of the Closing Date, substantially in the form attached hereto as Exhibit C; (iii) the resignations of all the Directors and Officers of the Company, such resignations to be effective at the Closing; (iv) general releases signed by each of the Stockholders and each optionholder of the Company of all claims which any of them may have against the Company in the form attached hereto as Exhibit D; and (v) a certificate of good standing with respect to the Company from the Secretary of State of Michigan and each other jurisdiction in which the Company is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions;qualified to do business. (b) A bill As of sale with usual warranties conveying good title the Closing the Buyer shall deliver to the Property;Stockholders: (ci) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer a certificate of Buyer's President and Chief Financial Officer dated as of the authority Closing Date to the effect that the Board of Seller or anyone executing documents on behalf Directors of Seller the Company has taken all action necessary for the purpose of authorizing the Company to consummate the transactions contemplated hereinby this Agreement in accordance with the terms thereof; (eii) A closing statement duly executed Releases from Comerica Bank of any and all personal guarantees given by Seller setting forth any Stockholder with respect to the prorations and adjustments required by this Agreement or otherwise agreed Company's indebtedness to by Comerica Bank. (iii) An opinion from Good▇▇▇, ▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of ▇octer & Hoar ▇▇▇, counsel for the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for constructionBuyer, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct dated as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvalsDate, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate substantially in the Commonwealth of Kentucky.form attached hereto as Exhibit E.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, Seller shall deliver certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to Buyer:vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (aii) A special warranty deed (At the “Deed”) Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and content substance reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such certifying on behalf of the Property Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as constitutes real property in effect on the Closing Date, and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than (iv) that the Permitted Exceptionscondition to closing set forth in Section 6.1(c) has been met; (biii) A bill of sale with usual warranties conveying good title to At the PropertyClosing, the Registration Rights Agreement, duly executed by the Company; (civ) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the authority of Seller or anyone executing documents on behalf of Seller Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to consummate the transactions contemplated herein; Buyer, (eA) A closing statement duly executed by Seller setting forth the prorations Common Stock included in such Units will be validly issued, fully paid and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ non-assessable and Seller; (fB) A certificate stating that Seller’s representations the Warrants will be = "1" 0, = "1" 1) 0 = 1 = "FIRST PAGE ONLY" = "1" 0, = "1" 1) 0 = 1 valid and warranties set forth in Paragraph 3 are true and correct as binding obligations of the date Company and (ii) assuming issuance of Closing; (g) A certificate containing the information necessary to complete a 1099Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Propertyassessable; and (iv) An affidavit in form reasonably acceptable opinion of Canadian counsel to the Title Company allowing addressed to the title company to remove any exception for parties in possession Buyer, providing that the issuance of the Property Units is exempt from Buyer’s owner’s policy of title insurance the prospectus requirements under Ontario securities laws, that such securities are subject to be obtained at Closing; (j) A statement from Seller certifying restrictions on transfer under Ontario securities law and that all of the representations Common Stock included in such Units and warranties contained in Paragraph 3 of this Agreement the Warrant Shares are true and correct as of conditionally approved for listing on the Closing dateTSX. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Seller the following deliveries shall deliver to Buyeroccur: (a) A special warranty deed the Business Transferor shall deliver to the Transferee a ▇▇▇▇ of Sale, substantially in the form attached hereto as EXHIBIT A, pursuant to which the Business Transferor shall convey to the Transferee (i) the “Deed”) in form and content reasonably satisfactory Assets known to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such the parties hereto as of the Property Closing, which shall be identified on Schedule 1 to the ▇▇▇▇ of Sale, and (ii) the beneficial interest in and to the Unassigned Contracts known to the parties as constitutes real property and is capable of being transferred by deedthe Closing, free and clear each of any lien, encumbrance or exception other than which shall be identified on Schedule 2 to the Permitted Exceptions▇▇▇▇ of Sale; (b) A bill the Transferee shall execute and deliver an Instrument of sale with usual warranties conveying good title Assumption, substantially in the form attached hereto as EXHIBIT B, pursuant to which it shall assume and agree to perform, pay and discharge all of the liabilities, obligations and commitments of the Business Transferor relating to the PropertySS7 Business (the "ASSUMED LIABILITIES"); (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇the Transferee shall execute and deliver the Note; (d) Evidence satisfactory the Business Transferor shall deliver to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate Transferee a fully-executed Letter Agreement, substantially in the transactions contemplated hereinform attached hereto as EXHIBIT C, between Business Transferor and TSI Telecommunication Holdings, LLC; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed Business Transferor shall deliver to by ▇▇▇▇▇ and Sellerthe Transferee a schedule of employees of the SS7 Business to be transferred to the Transferee (the "TRANSFERRED EMPLOYEES"); (f) A the Business Transferor shall deliver to the Transferee the certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as representing one (1) share of the date class A common stock of ClosingTransferee, properly endorsed for transfer to Transferee or accompanied by a duly executed stock power in favor of Transferee; (g) A in consideration for its receipt of the Assets, the Transferee shall deliver to the Business Transferor a properly executed and authorized stock certificate containing representing the information necessary to complete a 1099-S Form;shares of Participating Preferred Stock; and, (h) Appropriate lien waivers or any and all other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for constructionagreements, mechanic’scontracts, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession instruments of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of necessary to effectuate the sale of commercial real estate in the Commonwealth of Kentuckytransactions contemplated herein.

Deliveries at Closing. (a) At the Closing, Seller and as a condition to the Closing, the Company shall deliver or cause to Buyerbe delivered to the Placement Agent on behalf of the Placement Agent and the Subscribers: (ai) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such opinion of Olshan Grundman Frome & Rosenzweig LLP as at the date of the Property as constitutes real property and is capable of being transferred by deedClosing, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to the Property; (c) A non-foreign status affidavit executed by su▇▇▇▇▇▇;ia▇▇▇ ▇▇ ▇he effect ▇▇▇▇: (dA) Evidence satisfactory to Buyer The Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as described in the Offering Documents and is duly qualified as a foreign corporation for the transaction of business in any state requiring such qualification where the failure to so qualify would reasonably be expected to have a material adverse effect on the Company. In giving such opinion counsel may rely solely on a certificate of an officer of the Company as to the jurisdictions in which the Company conducts business. (B) The Company has all requisite corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder; the Company has all requisite corporate power and authority to issue and deliver the Units, this Agreement, the Notes, the Warrants, the Preferred Stock underlying the Warrants and the Common Stock underlying the Preferred Stock; and this Agreement, the Notes and the Warrants have been duly authorized, executed and delivered by the Company and are the valid and binding obligations of the Company, each enforceable against the Company in accordance with its respective terms except (I) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, or by general principles of equity, and (II) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy. (C) The Preferred Stock to be issued upon exercise of the Warrants, when issued and paid for in accordance with the terms of the Warrants, and the Common Stock underlying the Preferred Stock, when issued upon conversion of the Preferred Stock in accordance with the terms thereof and upon payment therefor, will be duly and validly issued and fully paid and non-assessable. The Preferred Stock, the Common Stock, the Warrants and the Notes conform to the description thereof contained in the Offering Documents. To the best knowledge of such counsel, except as described on Schedule 2.2 hereto or in the Memorandum, no holder of any of the Company's securities has any rights, "demand", "piggyback" or otherwise, to have such securities registered or to demand the filing of a registration statement. Except as set forth on Schedule 2.3 hereto or in the Memorandum, to the best knowledge of such counsel following due inquiry, there are no preemptive or other rights to subscribe for or purchase, or any restriction upon the voting or transfer of, any shares of Common Stock of the Company, under the articles or certificate of incorporation or by-laws of the Company or under the business corporation law of the state of the Company's incorporation or, to the best knowledge of such counsel, under any agreement or other outstanding instrument to which the Company is a party or by which it is bound. (D) Neither the execution and delivery of this Agreement, the certificates representing the Warrants or the Notes, nor compliance with the terms hereof or thereof will (i) conflict with, result in a breach of, or constitute a default under the articles or certificate of incorporation or by-laws of the Company or, to the best of such counsel's knowledge, any contract, instrument, agreement or document to which the Company is a party, or by which the properties of the Company are bound; (ii) to the best knowledge of counsel following due inquiry, violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business, or (iii) to the best knowledge of counsel following due inquiry, have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company to own or lease and operate any of its properties. (E) No approval, consent or finding of any court, board or governmental agency, instrumentality or authority of Seller the United States or anyone executing documents on behalf of Seller to consummate any state having jurisdiction or authority over the Company or of any other third party, not duly obtained (other than any approval or consent required under any state securities or Blue Sky Laws) is required for the valid authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated herein;by this Agreement. (eF) A closing statement duly executed To the best of counsel's knowledge following due inquiry, except as disclosed on Schedule 2.8 hereto, there are no claims, actions, suits, hearings, investigations, inquiries or proceedings of any kind or nature, before or by Seller setting forth any court, governmental authority, tribunal or instrumentality pending or threatened against or affecting the prorations Company which could reasonably be anticipated to materially and adjustments required adversely affect the business, properties or financial position of the Company, or the transactions or other acts contemplated by this Agreement or otherwise agreed the validity or enforceability of this Agreement. (G) To the best of counsel's knowledge following due inquiry, there are no material licenses, permits, certificates, registrations, approvals or consents of any governmental agency, commission, board, instrumentality or department that are required to be obtained by the Company in order to conduct its business as conducted at the date hereof which have not been so obtained and as to which the failure to so obtain would reasonably be anticipated to have a material adverse effect on the Company's business. (H) To the best of counsel's knowledge following due inquiry, the issuance of the Units in the Offering will not give any holder of any of the Company's outstanding options, warrants or other convertible securities or rights to purchase shares of the Company's capital stock, the right to purchase any additional shares of capital stock or the right to purchase shares at a reduced price. (I) Assuming the Subscribers have taken possession of the shares of Common Stock subject to the Security Agreement (the "Pledged Shares") in good faith and without notice of any adverse claim and maintain physical possession of the certificates representing the Pledged Shares in the State of New York, the Security Agreement creates a valid and perfected first priority security interest in favor of the Subscribers in the Pledged Shares that is subject to no other security interest in favor of any other person, as security for the Obligations (as defined in the Security Agreement). No filings or recordings are required in order to perfect the security interest in the Pledged Shares created under the Security Agreement. Counsel's opinion shall be limited to the laws of the state of New York and applicable federal law. Where opinions of counsel are stated to be to Counsel's "knowledge" or "best knowledge" after due inquiry, or words to that effect, such references shall mean that, after an examination of documents made available to counsel by the Company and after inquiries of the Company, but without any further independent factual investigation, counsels finds no reason to believe that its opinions are factually incorrect, and the expression "to our knowledge" or similar language with reference to matters of fact refers to the current actual knowledge of attorneys at counsel's firm involved in the matter; (ii) a certificate of the Company, signed by two executive officers thereof stating that the representations and warranties contained in Section 2 hereof are true and accurate in all material respects at the Closing, with the same effect as though expressly made at the Closing; (iii) the certificates representing the Warrants and the Notes to be included in the Units; (iv) the Security Agreement, the form of which shall be reasonably satisfactory to Placement Agent's counsel, and the Pledged Shares, and (v) such other closing documents as shall be reasonably requested by the Placement Agent or its counsel. (b) The Law Offices of Mark Schwarz, will as a condition to the Closing, deliver its opinion ▇▇▇▇ ▇▇▇▇▇ ming (i) a proper Form D is filed in accordance with Rule 503 of Reg D; (ii) the offer and Seller; the sale of the Units by the Placement Agent was made in compliance with Rule 502(c) of Reg D; (fiii) A certificate stating that Seller’s the Placement Agent's representations and warranties set forth in Paragraph Section 3 hereof are true and correct, and (iv) the representations of the Subscribers in the Subscription Agreement signed by them are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for constructionwhich facts will not be independently verified by such counsel), mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate Units in the Commonwealth of Kentucky.Offering is exempt from registration under the Securities Act and is in compliance with Reg D.

Deliveries at Closing. At The Closing shall occur as follows, subject to satisfaction of all of the Closing, terms and conditions of this Agreement: 10.1.1 Seller shall deliver convey its interest in and to Buyer: (a) A the Property to Buyer by depositing into Escrow a special warranty deed (the “"Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good"), indefeasible, marketable and insurable which Deed shall convey fee simple title to such of the Property to Buyer, subject to the Permitted Exceptions and the reservations, covenants and restrictions set forth in Exhibit C attached hereto and made a part hereof (the "Deed Restrictions"). The Deed (including the Deed Restrictions) shall be expressly accepted by and binding upon Buyer, its successors and assigns and the Property from and after the Closing Date. 10.1.1.1 Such assignment, documents and other instruments and agreements, executed, witnessed and acknowledged in recordable form, as constitutes shall be reasonably required by Title Company to release of record the Property from the Secured Encumbrances and all Title Objections which Seller has agreed to remove in accordance with the provisions of Section 6 above; 10.1.1.2 Such other documents, instruments, and agreements, including, but not limited to, an Assignment of Lease, Assignment of Warranties, Permits, Plans and Specifications, if any, and any other documents as are customarily executed and delivered at closing by sellers of real property in Anne Arundel County, Mary▇▇▇▇ (the "County"), including but not limited to a standard Seller's affidavit respecting mechanic's liens, and is capable a FIRPTA Affidavit. 10.1.1.3 An Assignment and Assumption of being transferred by deedLease and Guaranty document providing, inter alia, that Seller has good and indefeasible title to the Lease free and clear of any lien, encumbrance or exception other than all liens and encumbrances except the Permitted Exceptions;, and a mutual indemnification of Buyer and Seller, respectively, for lessor obligations under the Lease, pre and post closing, respectively. The form of said Assignment and Assumption Agreement shall be negotiated in good faith between the parties during the Due Diligence Period, and failure to agree on the form of the same shall be grounds for either party to terminate this Agreement. 10.1.1.4 An estoppel from Sterling and Sterling Jewelers Inc. in the form attached hereto as Exhibit D, dated no more than ten (b10) A bill of sale with usual warranties conveying good title days prior to the Property; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateclosing. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.

Deliveries at Closing. At the Closing, Closing Seller shall deliver to Buyerthe following: (ai) A special warranty deed (the “Deed”) in form and content reasonably satisfactory Any documents or certificates that are necessary to Buyer’s counsel conveying transfer to Purchaser good, indefeasible, clear and marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to the Property;JES Interest and the Enviro Interest, and all certificates and other instruments and documents required by the terms of this Agreement to be delivered by Seller at or prior to Closing or otherwise required in connection with the transactions contemplated hereunder. (cii) A non-foreign status affidavit executed by Seller shall deliver the opinion of Gerald E. Libby II, ▇▇▇., ▇▇ssery & Gillis, LLP, attorne▇▇ ▇▇ ▇aw, ▇▇▇▇▇▇;el for Seller, dated the Closing Date, in form and substance satisfactory to Purchaser and Purchasers counsel, to the effect set forth Paragraph 5 hereof. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of Purchaser and by government officials and upon such other documents and data as such counsel deems appropriate as a basis for their opinions. Such counsel may specify the jurisdiction or jurisdictions in which they are admitted to practice, that they are not admitted to the Bar in any other jurisdiction or experts in the law of any other jurisdiction and that such opinions are limited accordingly. If such counsel is not authorized to practice law in the State of Connecticut and the Commonwealth of Massachusetts, Purchaser may require Seller counsel to obtain an opinion from counsel authorized to practice law in such jurisdiction(s). (diii) Evidence satisfactory Seller shall have furnished Purchaser with an executed Employment Agreement containing covenants of confidentiality, non-solicitation and a covenant not to Buyer of compete in the authority of Seller or anyone executing documents on behalf of Seller form attached hereto and incorporated herein, to consummate be executed at Closing. At Closing Purchaser shall deliver the transactions contemplated herein;following items to Seller: (eiv) A closing statement duly executed by Seller setting forth The Purchase Price as required and pursuant to the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties terms set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing; (j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing dateAgreement. (kv) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (l) Any other documents reasonably required or customary An executed Shareholders Agreement for closings of the sale of commercial real estate Enviro in the Commonwealth of Kentuckyform attached hereto to be executed at Closing.

Deliveries at Closing. a. At the Closing the EXCHANGING SHAREHOLDERS shall deliver to CRSI the following: A. Certificates for the shares of the BV-Corp duly endorsed for transfer to CRSI. B. The Certification of the Chairman of the BV-Corp described in Section 7b(A) hereof. C. A bank check or wire transfer in U.S. Dollars in an amount equal to fifty percent (50%) of the legal and audit fees and expenses incurred by CRSI in connection with the negotiation and preparation of this agreement, the preparation of filings with the SEC as a result of this agreement and the Closing, and preparation of the closing documents., all as demonstrated by detailed bills delivered to the EXCHANGING SHAREHOLDERS prior to the Closing, but in any event not to exceed $18,000. D. An opinion of legal counsel to the EXCHANGING SHAREHOLDERS to the effect that (i) the OPERATING COMPANIES are duly incorporated and in good standing under the laws of the Republic of Kazakhstan, (ii) that the BV-Corp has acquired good and marketable title to (i) 95% of the equity interests in each of SCIENTIFIC INDUSTRIAL FIRM DANK LLC., CENTRAL GEOPHYSICAL EXPEDITION LLC., , and A-FIDAN LLC, and (iii) that after due inquiry counsel is not aware of any legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or threatened, against or affecting any of the OPERATING COMPANIES. E. An opinion of legal counsel to the EXCHANGING SHAREHOLDERS to the effect that (i) the BV-Corp is duly incorporated and in good standing under the laws of the Netherlands, and (ii) that the delivery of the certificates recited in 8aA above will vest in CRSI good and marketable title to 100% of the outstanding capital stock of the BV-Corp. b. At the Closing, Seller CRSI shall deliver to Buyerthe EXCHANGING SHAREHOLDERS the following: A. Certificates for fifty-six million (a56,000,000) A special warranty deed (shares of CRSI common stock in the “Deed”) in form names and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such individual quantities specified on Schedule 2a hereto. B. The Certification of the Property as constitutes real property President and is capable Chief Financial Officer of being transferred CRSI described in Section 7a(A) hereof. C. A certificate of good standing issued by deed, free and clear the Florida Secretary of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale State with usual warranties conveying good title respect to CRSI within seven days prior to the Property;Closing Date. (c) D. A non-foreign status affidavit executed certification signed by ▇▇▇▇▇▇; (d) Evidence satisfactory the Secretary of CRSI attesting to Buyer the adoption and continuing effectiveness of resolutions of the authority CRSI Board of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and Directors (i) An affidavit in form reasonably acceptable ratifying and approving this Agreement, and (ii) electing to serve as the Title Company allowing the title company to remove any exception for parties in possession members of the Property from Buyer’s owner’s policy CRSI Board of title insurance to be obtained at Closing;Directors effective on the completion of the Closing such individuals as have been designated by the EXCHANGING SHAREHOLDERS for that purpose. (j) A statement from Seller certifying that E. The resignations of all of the representations officers and warranties contained in Paragraph 3 directors of this Agreement are true and correct as CRSI effective on the completion of the Closing dateClosing. (k) F. All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Propertybooks and records of CRSI. (l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.