Common use of Actions at Closing Clause in Contracts

Actions at Closing. (a) At the Closing, Inotek shall deliver to Davix: (i) certified copies of the Certificate of Incorporation and Bylaws of Inotek; (ii) a certificate signed by the Chairman of the Board of Directors and President of Inotek stating that (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii) a certified copy of resolutions of the Board of Directors of Inotek and of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; (iv) the complete minute book of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective Time; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At the Closing, Davix xxxll deliver to Inotek: (i) a certificate signed by the President of Davix xxxting that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii) a certified copy of resolutions of the Board of Directors of Davix xxx Newco and of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and (iii) evidence reasonably satisfactory to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement").

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Firetainment shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Viabuilt: (ii1) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Firetainment stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholder of Inotek Firetainment authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment; (iv3) Certificates representing the complete minute book Common Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective Time; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing DateViabuilt. (b) At Viabuilt shall deliver the Closing, Davix xxxll deliver following documents to InotekFiretainment: (i1) a A certificate signed by the President an authorized officer of Davix xxxting Viabuilt stating that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and, duly certified, as of the Closing Date, by the secretary of Viabuilt; (iii3) evidence reasonably satisfactory to Inotek that Davix xxx deposited into an escrow account The certificates representing the sum Viabuilt Shares, registered in the name of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by Xxxxxxx Xxxxx Xxxxx and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")Xxxxxx Xxxxx.

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Suncoast shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Quigley: (ii1) a A certificate signed by the Chairman of the Board of Directors and President of Inotek an authorized officxx xx Xuncoast stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.01 have been satisfied or waived as provided thereinEffective Date; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Inotek and of the stockholders of Inotek, establishing Suncoast authorizing the requisite approvals under applicable Corporate Law execution and delivery of this Agreement, the Merger . and the other consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (iv3) Certificates representing the complete minute book Common Shares and the Preferred Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeQuigley; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At Quigley shall deliver the Closing, Davix xxxll deliver to Inotekfollowing documenxx xx Xuncoast: (i0) a A certificate signed by the President an authorized officer of Davix xxxting Quigley stating that (A) each of the representations and warranties warrxxxxxx contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.02 have been satisfied or waived as provided thereinEffective Date; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Quigley authorizing the execution and delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and, duly certified, as of the Effective Date, by the secretary of Quigley; (iii3) evidence reasonably satisfactory The certificates representing the CPNP Sharxx, xxxorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")Suncoast.

Actions at Closing. (a) At the Closing, Inotek the CIB Parties shall deliver to Davixthe First Banks Parties: (i) a stock certificate, duly endorsed or accompanied by executed stock powers, in either case in form reasonably acceptable to First Banks, evidencing CIB Marine's ownership and unencumbered transfer to First Banks of all of the outstanding capital stock of Hillside, and stock certificates evidencing Hillside's unencumbered ownership of all of the outstanding capital stock of Bank and Bank's unencumbered ownership of the outstanding stock of the Acquired Bank Subsidiaries (as defined in Section 2.03); (ii) certified copies of the Certificate Articles of Incorporation and Bylaws of InotekHillside, the Charter and Bylaws of Bank and the Articles of Incorporation or Articles of Organization and Bylaws or similar governing documents of the Acquired Bank Subsidiaries (as defined in Section 2.03), and complete minute books or other records reasonably satisfactory to First Banks of the minutes of all corporate proceedings of Hillside, Bank and the Acquired Bank Subsidiaries; (iiiii) a certificate certificates signed by the Chairman appropriate officers of each of the Board of Directors and President of Inotek CIB Parties stating that (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all each of the conditions set forth in Section 6.01 have has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to First Banks certificates accompanied by a schedule describing such changes in reasonable detail; (iiiiv) a certified copy copies of currently effective resolutions of the Board Boards of Directors of Inotek and each of the stockholders of Inotek, establishing CIB Parties authorizing the requisite approvals under applicable Corporate Law execution of this Agreement, the Merger Agreement and the other consummation of the transactions contemplated hereby; (ivv) certificates of the complete minute book Secretaries of Inotek State or comparable officials of the jurisdictions of incorporation of CIB Marine, Hillside, Bank and access each Acquired Bank Subsidiary, each dated a recent date, stating that such entities are in good standing; (vi) evidence reasonably satisfactory to complete stock transfer records reflecting transfers First Banks of Inotek Common prior the release of Hillside from any further liability related to the Effective Timecredit obligations of CIB Marine; and (vvii) a certificate of Inotek's transfer agentlegal opinion from counsel for the CIB Parties regarding CIB Marine, Hillside and Bank, this Agreement and the transactions contemplated hereby, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing DateFirst Banks. (b) At the Closing, Davix xxxll the First Banks Parties shall deliver to InotekCIB Marine: (i) a certificate the Purchase Price in immediately available funds, in form reasonably acceptable to CIB Marine; (ii) certificates signed by appropriate officers of each of the President of Davix xxxting First Banks Parties stating that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all each of the conditions set forth in Section 6.02 have has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to CIB Marine certificates accompanied by a schedule describing such changes in reasonable detail; (iiiii) a certified copy of currently effective resolutions of the Board Boards of Directors of Davix xxx Newco and each of the stockholder of Newco, establishing First Banks Parties authorizing the requisite approvals under applicable Corporate Law execution of this Agreement, the Merger Agreement and the other consummation of the transactions contemplated hereby; and (iiiiv) evidence a legal opinion from counsel for the First Banks Parties regarding First Banks, SF Company, this Agreement and the transactions contemplated hereby, in form reasonably satisfactory to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")CIB Marine.

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Suncoast shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Quigley: (ii0) a certificate X xertificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Suncoast stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.01 have been satisfied or waived as provided thereinEffective Date; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholders of Inotek Suncoast authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (iv3) Certificates representing the complete minute book Common Shares and the Preferred Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeQuigley; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At Qxxxxxx shall deliver the Closing, Davix xxxll deliver foxxxxxxx documents to InotekSuncoast: (i1) a A certificate signed by the President an authorized officer of Davix xxxting Quigley stxxxxx that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.02 have been satisfied or waived as provided thereinEffective Date; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Quigley authorizing the execxxxxx xnd delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and, duly certified, as of the Effective Date, by the secretary of Quigley; (iii0) evidence reasonably satisfactory Xxx certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")Suncoast.

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Suncoast shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Qxxxxxx: (ii1) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Suncoast stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.01 have been satisfied or waived as provided thereinEffective Date; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholders of Inotek Suncoast authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (iv3) Certificates representing the complete minute book Common Shares and the Preferred Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeQxxxxxx; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At Qxxxxxx shall deliver the Closing, Davix xxxll deliver following documents to InotekSuncoast: (i1) a A certificate signed by the President an authorized officer of Davix xxxting Qxxxxxx stating that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.02 have been satisfied or waived as provided thereinEffective Date; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Qxxxxxx authorizing the execution and delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and, duly certified, as of the Effective Date, by the secretary of Qxxxxxx; (iii3) evidence reasonably satisfactory The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")Suncoast.

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Suncoast shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Quigley: (ii0) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Suncoast stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.01 have been satisfied or waived as provided thereinEffective Date; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholders of Inotek Suncoast authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (iv3) Certificates representing the complete minute book Common Shares and the Preferred Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeQuigley; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At Quxxxxx xhall deliver the Closing, Davix xxxll deliver folxxxxxx documents to InotekSuncoast: (i1) a A certificate signed by the President an authorized officer of Davix xxxting Quigley stating that (A) each of the ox xxx representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.02 have been satisfied or waived as provided thereinEffective Date; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Quigley authorizing the exxxxxxxx and delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and, duly certified, as of the Effective Date, by the secretary of Quigley; (iii0) evidence reasonably satisfactory The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")Suncoast.

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Firetainment shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Viabuilt: (ii1) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Firetainment stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholder of Inotek Firetainment authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment; (iv3) Certificates representing the complete minute book Common Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective Time; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing DateViabuilt. (b) At Viabuilt shall deliver the Closing, Davix xxxll deliver following documents to InotekFiretainment: (i1) a A certificate signed by the President an authorized officer of Davix xxxting Viabuilt stating that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and (iii) evidence reasonably satisfactory to Inotek that Davix xxx deposited into an escrow account , duly certified, as of the sum Closing Date, by the secretary of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement").Viabuilt;

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Suncoast shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Shareholders: (ii1) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Suncoast stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Inotek and of ratified by the stockholders of Inotek, establishing Suncoast authorizing the requisite approvals under applicable Corporate Law execution and delivery of this Agreement, the Merger Agreement and the other consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Suncoast; (iv3) Certificates representing the complete minute book Common Shares and the Preferred Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeShareholders; and (v4) The Nomination Agreement duly executed by Suncoast, a certificate copy of Inotekwhich is attached hereto as Exhibit "B"; and (5) The opinion of Suncoast's transfer agent, counsel substantially in the form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing DateExhibit "C" attached hereto. (b) At RADA and Shareholders shall deliver the Closing, Davix xxxll deliver following documents to InotekSuncoast: (i1) a A certificate signed by the President an authorized officer of Davix xxxting RADA stating that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii2) a certified copy of resolutions of The certificates representing the Board of Directors of Davix xxx Newco and of RADA Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and (iii) evidence reasonably satisfactory RADA Shares to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement").Suncoast. ARTICLE TWO -----------

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of Suncoast shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to Xxxxxxx: (ii1) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek Suncoast stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.01 have been satisfied or waived as provided thereinEffective Date; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholders of Inotek Suncoast authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (iv3) Certificates representing the complete minute book Common Shares and the Preferred Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeXxxxxxx; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At Xxxxxxx shall deliver the Closing, Davix xxxll deliver following documents to InotekSuncoast: (i1) a A certificate signed by the President an authorized officer of Davix xxxting Xxxxxxx stating that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all as of the conditions set forth in Section 6.02 have been satisfied or waived as provided thereinEffective Date; (ii2) a certified A copy of the resolutions of duly adopted by the Board of Directors of Davix xxx Newco Xxxxxxx authorizing the execution and delivery of this Agreement and the consummation of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and, duly certified, as of the Effective Date, by the secretary of Xxxxxxx; (iii3) evidence reasonably satisfactory The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement")Suncoast.

Actions at Closing. (a) At the Closing, Inotek the following deliveries shall deliver be made, each to Davixbe deemed concurrent with all others: (ia) certified copies of MOMED shall deliver the Certificate of Incorporation and Bylaws of Inotek;following documents to MSMA: (ii1) a A certificate signed by the Chairman an authorized officer of the Board of Directors and President of Inotek MOMED stating that (A) each of the representations and warranties contained in Article II Two is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii2) a certified A copy of the resolutions of duly adopted by the Board of Directors and stockholders of Inotek MOMED authorizing the execution and delivery of this Agreement and the consummation of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of MOMED; (iv3) Certificates representing the complete minute book Class A Shares and the Class C Shares registered in the name of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective TimeMSMA; and (v4) a certificate The Nomination Agreement duly executed by MOMED and the Voting Agreement duly executed by MOMED and Richxxx X. Xxxxxxx, X.D., Kriexx X. Xxxxxxx xxx Leonxxx X. Xxxxx, Xx., X.D. (collectively referred to as the "Select Stockholders"); and (5) The opinion of InotekMOMED's transfer agent, counsel substantially in the form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing DateExhibit D attached hereto. (b) At MSMA shall deliver the Closing, Davix xxxll deliver following documents to InotekMOMED: (i1) a A certificate signed by the President an authorized officer of Davix xxxting MSMA stating that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii2) a certified A copy of the resolutions duly adopted by the Executive Committee of MSMA authorizing the execution and delivery of this Agreement and the consummation of the Board of Directors of Davix xxx Newco and of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of MSMA; (3) The certificates representing the MSMA Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the MSMA Shares to MOMED for retirement, together with a duly executed letter indicated MSMA's intent to have the surrendered shares canceled (substantially in the form of Exhibit C attached hereto); and (iii4) evidence reasonably satisfactory to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow The Nomination Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Voting Agreement"), each duly executed by MSMA.