Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller the Company Stockholder and the Company shall deliver to the Parent and MergerCo the various certificates, instruments and documents to be delivered by the Company pursuant to Sections 5.1 and 5.2; (b) the Parent and MergerCo shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing Company Stockholder the executionvarious certificates, delivery instruments and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required documents to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated delivered by the Seller as the directors Parent and/or MergerCo pursuant to Sections 5.1 and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.5.3; (c) Each the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books State of the Company, such certificates may be delivered to the Company’s registrar or transfer agent.Nevada; (d) The Company Parent shall deliver issue to the Shareholders a copy Company Stockholder, as the sole “Merger Consideration” (hereinafter defined), stock certificates evidencing shares of the transfer agent instruction letter that instructs common stock of the Company’s Parent, valued at an aggregate of $2,500,000, based on the closing price of such stock transfer agent as traded on the Nasdaq Capital Markets (or other national stock exchange in the United States) on the trading day immediately prior to issue date of execution of this Agreement (the Series B Preferred “Parent Common Stock”). An aggregate of $2,000,000 of Parent Common Stock shall constitute the “Closing Merger Consideration” (hereinafter defined) and an aggregate of $500,000 of Parent Common Stock shall constitute the “Additional Merger Consideration” (hereinafter defined). Such Merger Consideration shall be subject to further conditions in book entry form order to yield the Shareholders calculated in accordance with Section 2.1(b).total Merger Consideration; (e) The Company Preferred Shareholder Stockholder, the Parent and the Surviving Corporation shall enter into an employment agreement in substantially the form of Exhibit A annexed hereto and made a part hereof (the “Employment Agreement”); (f) The Parent shall deliver to the Company Stockholder an insured indemnification agreement in substantially the cancellation request form of Exhibit B annexed hereto and executed agreements as needed for surrendering of all made a part hereof, pursuant to which the Parent and the Surviving Corporation shall indemnify, defend and hold the Company Stockholder harmless from any personal income tax liability that may result by reason of the Series A Preferred Stock owned by him on the books Merger, including without limitation issuance of the CompanyMerger Consideration and the Make-Whole Shares, such cancellation request may be delivered to each as defined below, not qualifying as a “reorganization” within the Company’s transfer agent. meaning of Section 368(a)(1)(A), (fa)(2)(D) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs Code and not otherwise being tax exempt (the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders.“Tax Indemnification Agreement”); and (g) The Company Stockholder, Xxxxxxxx and the Parent shall each execute and deliver to a stockholders agreement in the Company Preferred Shareholder form of Exhibit C annexed hereto and made a copy of part hereof (the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c“Stockholders Agreement”). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously At the Closing, the Parties shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the Transaction in accordance with its terms, including without limitation the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicablefollowing: (a) The At the Closing, the Seller Parties shall deliver or cause to be delivered to CMED Sub or CMED WFOE, as the Company case may be, the following: (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority resolutions unanimously approved by each of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board boards of directors and the Shareholders authorizing shareholders of the executionSeller Parties approving this Agreement, delivery and performance of this Agreement and each document to which they are a party or bound, the Related Agreements (as defined below) and the consummation of the ExchangeTransaction; (ii) all Designated Assets and PRC IP Rights will be delivered to CMED WFOE by delivery of possession thereto to CMED WFOE pursuant to the PRC Asset Acquisition Agreement; (iii) all Relevant IP Rights, to the Series A Preferred Exchange extent in tangible form, will be delivered to CMED Sub by delivery of possession thereto to CMED Sub at Xx. 00 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxx Economic-Technological Development Area, Beijing, P.R. China 100176 or at such other place mutually agreed between CMED and each the Seller; (iv) any and all documents necessary to properly record the assignment or transfer to CMED Sub of all of the transactions contemplated herebySeller’s right, title and interest in and to the Relevant IP Rights, including an assignment agreement (zthe “Relevant IP Rights Assignment Agreement”) substantially in the incumbency form of directors authorized Exhibit 2.2(a)(iv) attached hereto; (v) any and all documents necessary to execute this Agreement properly record the assignment or any transfer to CMED WFOE of all of CytoTrend WFOE’s right, title and interest in and to the PRC IP Rights, including an assignment agreement (the “PRC IP Rights Assignment Agreement”) substantially in the form as attached to the PRC Asset Acquisition Agreement; (vi) an asset transfer agreement or other document legally valid instrument of transfer evidencing the transfer of Relevant IP Rights from CytoTrend WFOE to which the Seller is in form and substance satisfactory to CMED, duly executed by CytoTrend WFOE and the Seller (the “Asset Transfer Agreement”) and, to the extent deemed necessary or is appropriate by CMED, duly filed with the requisite PRC Governmental Authorities; and (vii) all other documents, certificates, instruments or writings required to be a party or otherwise bounddelivered by the Seller Parties pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 below. (b) The Company At the Closing, CMED Sub shall deliver or cause to the Seller be delivered: (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from Seller, the proper Governmental Authority Net Closing Cash by bank draft(s), subject to the right of CMED Sub to pay the Company’s jurisdiction of organization; and Net Closing Cash in USD or RMB in its discretion as provided in Section 1.5 above; (ii) a certificate from to CytoTrend WFOE, the Company’s secretary or authorized officer certifying as PRC Allocated Closing Value pursuant to the validity and effectiveness of, and confirming delivery of, (x) copies terms of the Company’s Organizational Documents as in effect as of PRC Asset Acquisition Agreement; and (iii) to the date hereofSeller, (y) copies of the resolutions of its board of directors authorizing the executionall other documents, delivery and performance of this Agreement and each document to which it is a party certificates, instruments or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is writings required to be a party or otherwise bounddelivered by CMED at the Closing pursuant to this Agreement, including without limitation those documents set forth in Section 7.2 below. (c) Each of At the Shareholders Closing, CMED Sub and the Seller Parties shall deliver or cause to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights PRC Asset Acquisition Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2; (b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall, if requested by the Parent, deliver to the Parent the certificate(s) representing his, her or its shares of Company common stock (the “Company Shares”); (e) the Parent agrees to promptly deliver certificates for the Merger Shares (as defined below) to each Company Stockholder in accordance with Section 1.8; (f) the Parent shall deliver to the Company (i) a copy evidence that the Parent’s board of a certificate directors is authorized to consist of good standing five individuals, (or similar documents applicable for such jurisdictionsii) for the Seller, certified resignations of all individuals who served as directors and/or officers of a date no later than five (5) Business Days the Parent immediately prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness ofClosing Date, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect which resignations shall be effective as of the date hereofClosing Date, (yiii) copies evidence of the resolutions appointment of its board five directors to serve immediately following the Closing Date, four of directors whom shall have been designated by the Company and one of whom shall be designated by the Shareholders authorizing Placement Agent immediately prior to the executionClosing Date, delivery and performance of this Agreement and each document provided that such appointee is reasonably acceptable to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyCompany, and (zv) the incumbency evidence of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of such executive officers of the individuals nominated Parent to serve immediately upon the Closing Date as shall have been designated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders.; and (g) The Company the Private Placement Offering shall deliver to be completed and the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated proceeds therefrom distributed in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy terms of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the CompanyPrivate Placement Offering. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously At the Closing, the Parties shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the Transactions in accordance with its terms, including without limitation the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicablefollowing: (a) The At the Closing, the Seller Parties shall deliver or cause to be delivered to Capricorn Sub the Company following: (i) a copy resolutions unanimously approved by each of a certificate the boards of good standing directors and the shareholders of the Seller Parties approving this Agreement, the Related Agreements and the consummation of the Transactions; (ii) all Purchased Assets will be delivered to Capricorn Sub (or similar documents applicable for with respect to the PRC Assets, to Capricorn WFOE) by delivery of possession thereto to Capricorn Sub (or with respect to the PRC Assets, to Capricorn WFOE) at the Assigned Facilities or at such jurisdictions) for other place mutually agreed between Capricorn and the Seller; (iii) an asset transfer agreement or other legally valid instrument of transfer evidencing the transfer of the Purchased Assets (other than the PRC Assets and the US Assets) to Capricorn Sub in form and substance satisfactory to Capricorn, certified as duly executed by Seller (“Asset Transfer Agreement”); (iv) a PRC asset transfer agreement evidencing the transfer of the Purchased Assets held by Pisces WFOE (the “PRC Assets”) to Capricorn WFOE in form and reasonably satisfactory to Capricorn, duly executed by Pisces WFOE (“PRC Asset Transfer Agreement”), duly approved by all requisite PRC Governmental Authorities (unless the Seller Parties delivers a date no later than legal opinion from its PRC counsel confirming that such transfer does not require the approval of any PRC Governmental Authorities); (v) a US asset transfer agreement evidencing the transfer of the Purchased Assets (and/or exclusive licenses thereof) held by Pisces US (the “US Assets”) to Capricorn Sub in form and substance satisfactory to Capricorn, duly executed by Pisces US (“US Asset Transfer Agreement”); and (vi) all other documents, certificates, instruments or writings required to be delivered by the Seller Parties pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 hereof. (b) At the Closing, Capricorn Sub shall deliver or cause to be delivered: (i) to Seller, the Net Closing Cash by wire transfer of immediately available funds to an account located in Hong Kong designated in writing by Seller to Capricorn Sub at least five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and Closing; (ii) a certificate from to Pisces WFOE, the Seller’s secretary or director certifying as PRC Allocated Value pursuant to the validity and effectiveness of, and confirming delivery of, (x) copies terms of the Seller’s Organizational Documents as in effect as PRC Asset Transfer Agreement; (iii) to Pisces US, the US Allocated Value pursuant to the terms of the date hereofUS Asset Transfer Agreement; and (iv) to Seller, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the executionall other documents, delivery and performance of this Agreement and each document to which they are a party certificates, instruments or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is writings required to be a party or otherwise bound. (b) The Company shall deliver delivered by Capricorn at the Closing pursuant to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyAgreement, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed without limitation those documents set forth in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date 7.2 hereof.

Actions at the Closing. Simultaneously At the Closing: (i) PKI shall (or shall cause the Acquired Companies to) deliver a written statement setting forth the aggregate amount of: (A) Cash and Cash Equivalents of the Acquired Companies; and (B) Indebtedness of the Acquired Companies, in each case as of 12:01 AM eastern time on the Closing Date (the “Cash Consideration Statement”). (ii) PKI shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (iii) Buyer shall deliver (or cause to be delivered) to Sellers the various certificates, instruments and documents required to be delivered under Section 5.2; (iv) PKI shall deliver (or cause to be delivered) to Buyer: (A) share certificate(s) evidencing all of the Equity Interests (or, in respect of the Equity Interests in Dexela, an express indemnity under English law in form and substance reasonably satisfactory to Buyer, in the case of any share certificates found to be missing), duly endorsed in blank; (B) stock powers, stock transfer forms or other instruments of transfer reasonably acceptable to Buyer duly executed by the respective Equity Interest Sellers in favor of Buyer; and (C) in respect of the Equity Interests in Dexela a waiver, in form and substance reasonably satisfactory to Buyer executed as a deed by PKI Luxembourg, of any pre-emption or other rights which it has, under the articles of association of Dexela or otherwise, together with the execution express approval of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable:the Equity Interests in Dexela to Buyer; (av) The Seller PKI shall deliver (or cause to be delivered) to Buyer the minutes of a duly held meeting of the directors of Dexela approving: (A) the transfer of the entire issued share capital in Dexela from PKI Luxembourg to Buyer; (B) subject to stamping, registration of the share capital in the Company’s books; and (C) the issuance of share certificates in respect thereof to Buyer; (vi) PKI shall cause PKI Netherlands to (A) enter into a local sale and transfer agreement (the “Netherlands Transfer Agreement”) with the Netherlands Transferee in substantially the form attached hereto as Exhibit A and (B) perform its obligations under the Netherlands Transfer Agreement and Buyer shall cause the Netherlands Transferee to (I) enter into the Netherlands Transfer Agreement and (II) perform its obligations under the Netherlands Transfer Agreement; (vii) PKI shall deliver to the Company Buyer a resolution of all partners of PKI Germany consenting (iin notarized form, if requested by either party) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority sale and assignment of the Seller's jurisdiction of organization; Acquired Assets held by PKI Germany, and to the local sale and transfer agreement to be entered into to effect such sale and assignment; (viii) PKI shall cause PKI Germany to (A) enter (in notarized form if requested by either party) into a local sale and transfer agreement (the “German Transfer Agreement” and, together with the Netherlands Transfer Agreement, the “Local Transfer Agreements”) with the German Transferee in substantially the form attached hereto as Exhibit B and (iiB) a certificate from perform its obligations under the Seller’s secretary German Transfer Agreement and Buyer shall cause the German Transferee to (X) enter into the German Transfer Agreement (in notarized form, if requested by either party) and (Y) perform its obligations under the German Transfer Agreement; (ix) PKI shall deliver to Buyer an executed Assignment and Assumption of Contracts Agreement (the “Assignment and Assumption of Contracts Agreement”) in substantially the form attached hereto as Exhibit C, together with any other executed documents or director certifying as agreements required to transfer or, if agreed by the validity and effectiveness ofapplicable parties, and confirming delivery ofnovate, the Transferred Contracts to Buyer; (x) copies PKI shall deliver (or cause the Asset Sellers to deliver) such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange Transferred Assets owned by PKI and each of the transactions contemplated hereby, and Asset Sellers; (zxi) the incumbency of directors authorized to execute this Agreement PKI shall transfer (or any other document to which the Seller is or is required cause to be a party transferred) all the books, records, files and other data (or otherwise bound.copies thereof) (other than stock and partnership record books) within the possession of the Asset Sellers relating primarily to the Transferred Assets or the Business and reasonably necessary for the continued operation of the Business by Buyer except to the extent such books, records, files and other data are required by applicable law to be maintained by the Asset Seller; (bxii) The Company PKI shall deliver or make available (or shall cause to be delivered or made available) to Buyer the minute books, stock and partnership books, ledgers and registers, corporate seals and other similar corporate records of each of the Acquired Companies; (xiii) Buyer shall deliver to PKI an executed Assignment and Assumption of Contracts Agreement, together with any other executed documents or agreements required to transfer or, if agreed by the Seller applicable parties, novate, the Transferred Contracts to Buyer; (ixiv) Buyer shall deliver to PKI an executed Lease Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit D (or such other form as may be reasonably requested by PKI or the landlord) (the “Lease Assignment and Assumption Agreement”); (xv) the Parties shall execute and deliver a copy Transition Services Agreement (the “Transition Services Agreement” and collectively with the Local Transfer Agreements, the Assignment and Assumption of Contracts Agreement and the Lease Assignment and Assumption Agreements, the “Ancillary Agreements”) in substantially the form attached hereto as Exhibit E; (xvi) Buyer shall pay to Sellers the Purchase Price in cash by wire transfer of immediately available funds to one or more accounts designated by PKI; (xvii) PKI shall deliver (or cause to be delivered) to Buyer, or otherwise put Buyer (or cause Buyer to be put) in possession and control of, all of the Acquired Assets of a certificate of good standing for tangible nature owned by the Company, certified as of a date no later than five Asset Sellers; (5xviii) Business Days prior PKI shall cause PKI Holdings to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) deliver to Buyer a certificate from PKI Holdings, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the Company’s secretary Code, stating that PKI Holdings is not a “foreign person” within the meaning of Section 897 of the Code and Reg. § 1.1445-2(b)(2); (xix) PKI shall deliver (or authorized officer certifying as cause to be delivered) to Buyer an irrevocable power of attorney in the agreed form executed by PKI Luxembourg in favor of Buyer to enable Buyer to exercise all voting and other rights attaching to the validity and effectiveness of, and confirming delivery of, (x) copies entire issued share capital of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy Dexela pending registration of the transfer agent instruction letter that instructs the Company’s stock transfer agent of such shares to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b).Buyer; and (exx) The Company Preferred Shareholder the Parties shall execute and deliver to each other a cross-receipt evidencing the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered transactions referred to the Company’s transfer agentabove. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution Closing, the following actions shall take place, all of this Agreement which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or as with regard to the transfer of securities as soon thereafter as is practicableany document delivered until all such actions have been completed and all required documents have been delivered: (a) The Seller shall deliver to the Company shall (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for allot and issue to each Purchaser the SellerSubscription Shares, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from deliver to each Purchaser one or more duly executed share certificate(s) representing the Seller’s secretary or director certifying Subscription Shares registered in the name of that Purchaser (the original copies of which shall be delivered to that Purchaser as to soon as practicable following the validity and effectiveness of, and confirming delivery ofClosing Date), (xiii) copies deliver to each Purchaser a certified true copy of the Seller’s Organizational Documents as in effect as register of members of the date hereof, (y) copies of Company evidencing the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Subscription Shares being owned as fully paid Series A Preferred Exchange and each Shares of the transactions contemplated herebyCompany by that Purchaser, and (ziv) deliver to each Purchaser the incumbency register of directors authorized of the Company as referred to in Section 6.02(h), (v) duly execute this Agreement or and deliver the Shareholders Agreement, the Director Indemnification Agreements and any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Transaction Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closingparty, and (zvi) adopt the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.Memorandum and Articles; and (cb) Each of the Shareholders each Purchaser shall (i) deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers a duly executed in blank and otherwise in a form acceptable for transfer on Promissory Note as the books payment of the CompanyPurchase Price, and (ii) execute the Shareholders Agreement and any other Transaction Documents to which such certificates may be delivered Purchaser is a party duly executed by such Purchaser. The Parties hereby acknowledge and agree that, upon issuance of the Promissory Note by such Purchaser to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The this Agreement, the Purchase Price for the Subscription Shares of each Purchaser will be deemed fully paid as of the Closing, and the Company Preferred Shareholder shall deliver not claim in any circumstance that such Subscription Shares are not fully paid as of the Closing. For the avoidance of doubt, each Purchaser shall make payment to the Company pursuant to the cancellation request and executed agreements as needed for surrendering of all terms of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agentPromissory Note. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (ai) The Each Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments, agreements and documents required to be delivered by such Seller under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to ASI Holdings the various certificates, instruments, agreements and documents required to be delivered under Section 5.2; (iii) Sellers and Buyer shall execute and deliver a Xxxx of Sale in substantially the form attached hereto as Exhibit C: (iv) Sellers shall execute and deliver a Trademark Assignment Agreement in substantially the form attached hereto as Exhibit D: (v) Sellers shall execute and deliver a Patent Assignment Agreement in substantially the form attached hereto as Exhibit E; (vi) Buyer and Sellers shall execute and deliver an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit F; (vii) Each Seller shall transfer to Buyer all the books, records, files and other data (or copies thereof), financial or otherwise, within the possession of such Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by Buyer; (viii) Each Seller shall deliver to the Company (i) Buyer a copy list of a certificate all open customer and supplier purchase orders of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified Seller as of a date no later than five the Closing Date; (5ix) Business Days prior Each Seller shall execute and deliver such other instruments of conveyance as Buyer may reasonably request in order to effect the date hereof from the proper Governmental Authority sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets owned by such Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, and (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Each Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the CompanyBuyer, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; or otherwise put Buyer in possession and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness control of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock Acquired Assets of a tangible nature owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agentSeller. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with (a) At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy Parent the various certificates, instruments and documents referred to in Section 6.1 of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and this Agreement; (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders Parent and/or Merger Sub shall deliver to the Company the various certificates, instruments and documents referred to in Section 6.2 of this Agreement; (iii) the Surviving Corporation and the Merger Sub shall file with the Maryland State Department of Assessments and Taxation the Maryland Articles of Merger; and (iv) the Parent, the Stockholder Representatives and the Escrow Agent shall execute and deliver the Escrow Agreement. (b) Upon confirmation from the Maryland State Department of Assessments and Taxation that the Maryland Articles of Merger have been filed and accepted: (i) each Company Stockholder, other than holders of Dissenting Shares, shall deliver to the Parent for cancellation the certificate(s) representing their Seller Securities owned by each such ShareholderCompany Shares together with an appropriate letter of transmittal (each, duly endorsed or accompanied by stock powers duly executed a “Stockholder Transmittal Letter”) substantially in blank and otherwise in a the form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent.attached hereto as Exhibit A; (dii) The Company each holder of Options shall deliver to the Shareholders a copy Parent for cancellation the agreements and/or instruments evidencing his/her Options, together with an acknowledgment of termination thereof, substantially in the form attached hereto as Exhibit B (collectively the “Option Termination Agreements”); (iii) the Parent shall pay by wire transfer the cash portion of the Closing Amount to each Constituent into which such Constituent’s Company Shares or Options, as the case may be, are converted or exchanged pursuant to Section 1.5(a); (iv) the Parent shall submit to its transfer agent instruction letter that instructs an order for the Companyissuance of the Parent Shares portion of the Closing Amount to each Constituent into which such Constituent’s stock transfer agent Company Shares or Options, as the case may be, are converted or exchanged pursuant to issue Section 1.5(a); (v) the Series B Preferred Stock in book entry form to Parent shall deposit the Shareholders calculated Escrow Amount with the Escrow Agent in accordance with Section 2.1(b).1.9; and (evi) The the Parent shall pay in full the Company Preferred Shareholder shall deliver debt listed in Section 1.3(b)(vi) of the Disclosure Schedule pursuant to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, payoff letters (or other similar authorizations or demands) from such cancellation request may be delivered to the Company’s transfer agentlenders. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with Upon the execution of this Agreement or as with regard terms and subject to the transfer of securities as soon thereafter as is practicableconditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) The Seller Buyer shall deliver the First Tranche Payment, less the amount of the Securities Transaction Tax, to Sellers in exchange for the Shares held by Sellers; (b) Buyer shall deliver to the Company Sellers: (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for Share Pledge Agreement, substantially in the Sellerform attached hereto as Exhibit B, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and duly executed by Buyer; (ii) a certificate receipt acknowledging Buyer’s receipt of the original share certificates representing the Shares held by Sellers. (c) Sellers shall deliver or cause to be delivered to Buyer: (i) the original share certificates representing the Shares, which shall be duly endorsed in the name of Buyer; (ii) a receipt, certifying their receipt in full of the First Tranche Payment; (iii) a certified copy of the shareholders’ registry of the Company reflecting Buyer as the sole owner of the Shares; (iv) Share Pledge Agreement, substantially in the form attached hereto as Exhibit B, duly executed by Buyer; (v) the Tower Guaranty, substantially in the form attached hereto as Exhibit C, duly executed by Tower International Inc.; (vi) a legal opinion from Dutch legal counsel in form and substance reasonably satisfactory to Buyer, on the Sellerauthorization of this Agreement and the Transaction; (vii) duly sealed or signed voluntary resignation letters of the Company’s secretary or director certifying registered directors and statutory auditor effective as of the Closing, together with all other documents required for the registration of such resignation with the courts of competent jurisdiction in accordance with applicable Law; and (viii) a legal opinion from U.S. legal counsel in form and substance reasonably satisfactory to Buyer, on the validity authorization and effectiveness of, and confirming delivery of, enforceability of the Tower Guaranty. (xd) Each Party shall deliver the copies of the Seller’s Organizational Documents as in effect as minutes of the date hereof, (y) copies meeting of the resolutions of its board of directors and or other internal authorization documents approving the Shareholders authorizing the execution, delivery execution and performance of this Agreement and each document the Transaction to which they are a party or boundthe other Party (for the purposes of this Section 3.02, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required Sellers shall be deemed to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(bone Party vis-à-vis Buyer). (e) The Company Preferred Shareholder Immediately upon the Closing and on the Closing Date, the Parties shall deliver cooperate and take all necessary action to register Sellers as the pledgees of the Shares (“Jil-kwon” in Korean) pursuant to the Company terms of the cancellation request and executed agreements as needed for surrendering of Share Pledge Agreement, which includes delivering the share certificates evidencing all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered Shares to the Company’s transfer agentSellers. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously (a) At the Closing, (i) The Company and Cayman Holdco shall enter into the Intercompany Loan and the Company shall pay the principal amount of the Intercompany Loan to the Cayman Holdco; (ii) the Cayman Holdco shall complete the Cayman Holdco Share Repurchase in accordance with the execution of this Share Repurchase Agreement; (iii) the Cayman Holdco Share Issuance contemplated under the Share Subscription Agreement shall be completed; (iv) the Warrantors shall deliver or as with regard cause to be delivered the following items to the transfer of securities as soon thereafter as is practicableInvestor: (aA) The Seller shall deliver original Note Certificates representing the Notes duly executed by the Company in favor of the Investor, as set forth in Section 2.2 and in the form set forth in Exhibit 1; (B) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Warrantors at or prior to the Company Closing pursuant to Section 4.1; and (iC) a copy of a certificate the Company’s register of good standing (or similar documents applicable for such jurisdictions) for the SellerNoteholders, certified by a duly authorized director of the Company to be true, complete and correct copy thereof, and reflecting the entry of the Investor as the holder of a date no later than five (5) Business Days prior the Notes in the form and substance satisfactory to the date hereof from Investor (the proper Governmental Authority “Noteholder Register”); (D) a copy of the Seller's jurisdiction register of organization; members of the Company, certified by a duly authorized director of the Company to be true, complete and (ii) a certificate from correct copy thereof, and reflecting the Seller’s secretary or director certifying as updated shareholding structure of the Company upon the completion of the issuance of Company Golden Share to the validity Investor and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect Company Share Transfer as of the date hereof, Closing Date; and (yE) copies a copy of the resolutions register of its board members of directors the Cayman Holdco, certified by a duly authorized director of the Company to be true, complete and correct copy thereof, and reflecting the updated shareholding structure of the Cayman Holdco upon the completion of the Cayman Holdco Share Repurchase, the Cayman Holdco Share Issuance and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation issuance of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundCayman Holdco Golden Share. (b) The Company shall deliver Investor shall, at the Closing and subsequent to receipt of the Note Certificates and the Noteholder Register, pay the amount of the Consideration (subject to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority deduction of the Company’s jurisdiction of organization; and (iiReimbursable Expenses) a certificate from into the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise boundDesignated Account. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution Closing, the following actions shall take place, all of this Agreement which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or as with regard to the transfer of securities as soon thereafter as is practicableany document delivered until all such actions have been completed and all required documents have been delivered: (a) The Seller shall Investor shall: (i) pay and deliver $71,428.58, being the aggregate par value of the Subscription Securities, to the Company in U.S. dollars by wire transfer of immediately available funds to the Designated Bank Account as set forth in EXHIBIT F; (ii) deliver to the Company the Investors’ Rights Agreement, executed by a duly authorized officer of the Investor; (iiii) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior deliver to the date hereof from Company the proper Governmental Authority Registration Rights Agreement, executed by a duly authorized officer of the Seller's jurisdiction of organization; and Investor; (iiiv) a certificate from the Seller’s secretary or director certifying as deliver to the validity and effectiveness ofCompany the Voting Agreement, and confirming delivery of, (x) copies executed by a duly authorized officer of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundInvestor. (b) The Company shall shall: (i) allot and issue to the Investor the Senior Preferred Shares being purchased by the Investor under this Agreement pursuant to the SCHEDULE I (regardless of payment of the Purchase Price in installments), and deliver to the Seller Investor one or more duly executed share certificate(s) representing such Senior Preferred Shares registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the Closing Date); (ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the Senior Preferred Shares being owned by the Investor at the Closing; (iii) deliver to the Investor a legal opinion of Xxxxxx and Xxxxxx (Hong Kong) LLP in respect of Cayman laws, in substantially the form attached hereto as EXHIBIT E, dated as of the Closing Date, executed by such counsel; (iv) deliver to the Investor the Investors’ Rights Agreement, executed by a duly authorized officer of the Company and the Principal Parties; (v) deliver to the Investor the Registration Rights Agreement, executed by a duly authorized officer of the Company; (vi) deliver to the Investor the Voting Agreement, executed by a duly authorized officer of the Company and the Principal Parties; (vii) deliver to the Investor an incumbency certificate in the form attached hereto as EXHIBIT G; (viii) deliver to the Investor the certificate referred to in Section 7.03(k); (ix) deliver to the Investor a copy of (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; Closing, and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies Certificate of the Company’s Organizational Documents as Designation in effect as of at the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to Closing, the transfer of securities as soon thereafter as is practicablefollowing actions will take place: (a) The Seller shall will tender to the Buyer certificates and any other documents evidencing the 1,000,000 shares of Wytec International Stock, which will represent 100% of the total issued and outstanding capital stock of Wytech International, Inc.. (b) Wytec International agrees to enter into the Licensing Agreement with Media3G, Inc. within ninety (90) days after the Closing. (c) Wytec International will deliver to the Company (i) a copy Buyer copies of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority necessary resolutions of the Seller's jurisdiction Board of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies Directors of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders Wytec International authorizing the execution, delivery delivery, and performance of this Agreement and each document to which they are a party or boundthe other agreements contemplated by this Agreement for Wytec International’s execution, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyby this Agreement, which resolutions have been certified by an officer of Wytec International as being valid and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundin full force and effect. (bd) The Company shall Seller will deliver to the Seller Buyer copies of (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority notarized recorded Patent Assignments evidencing Wytech International’s 100% unencumbered ownership of the Company’s jurisdiction of organization; Patents, and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies necessary resolutions of the Company’s Organizational Documents as in effect as Board of the date hereof, (y) copies Directors of the resolutions of its board of directors Seller authorizing the execution, delivery delivery, and performance of this Agreement and each document to which it is a party or bound, respectivelythe other agreements contemplated by this Agreement for Seller’s execution, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyby this Agreement, including the appointment which resolutions have been certified by an officer of the individuals nominated by the Seller as the directors being valid and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, in full force and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b)effect. (e) The Company Preferred Shareholder shall Wytec International will deliver to the Company Buyer true and complete copies of its Articles of Incorporation and a Certificate of Good Standing from the cancellation request and executed agreements as needed for surrendering State of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agentNevada. (f) The Company shall Buyer will deliver to the Shareholders a copy Seller copies of necessary resolutions of the transfer agent instruction letter that instructs Board of Directors of Buyer authorizing the Companyexecution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s stock transfer agent to issue all authorized shares execution, and consummation of the Series A Preferred Stock transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in book entry form to the Shareholdersfull force and effect. (g) The Company shall deliver Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the Wytec International Stock to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c)Buyer. (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously At the closing, Boots & Xxxxx and LaSalle will each deliver, or cause to be delivered, the shares of stock to be exchanged in accordance with the execution Section 6 of this Agreement and each party shall pay any and all issuance, transfer or as similar taxes required to be paid in connection with regard the issuance and the delivery of their own securities. In addition to the transfer above-mentioned exchange of securities as soon thereafter as is practicablecertificates, the following actions will take place at the closing. BOOTS & XXXXX WILL DELIVER TO LASALLE: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, Duly certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the corporate resolutions of its board of directors and the Shareholders authorizing other corporate proceedings taken by Boots & Xxxxx to authorize the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound.Agreement; (b) The Company shall deliver to the Seller (iopinion of legal counsel provided for in Section 4(c) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.; (c) Each A certificate executed by a principal officer of Boots & Xxxxx attesting to the fact that all of the Shareholders shall deliver representations and warranties of Boots & Xxxxx are true and correct as of the Closing Date and that all of the conditions to the Company the certificate(s) representing their Seller Securities owned obligations of LaSalle which are to be performed by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books Boots & Xxxxx have been performed as of the Company, such certificates may be delivered to the Company’s registrar or transfer agent.Closing Date; and (d) The Company A certificate of corporate good standing for Boots & Xxxxx from the State of Delaware which shall deliver be dated no more than 60 days prior to the Shareholders a copy Closing Date. LASALLE AND ABASCO WILL DELIVER TO BOOTS & XXXXX: (a) The opinion of legal counsel provided for in Section 3(e) hereof; (b) A certificate of corporate good standing for ABASCO from the Secretary of State of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form State of Texas which shall be dated no more than 60 days prior to the Shareholders calculated in accordance with Section 2.1(b).Closing Date; (ec) The Company Preferred Shareholder shall deliver to A certificate by a principal officer of ABASCO and LaSalle that each of the Company representations and warranties of LaSalle and ABASCO are true and correct as of the cancellation request Closing Date and executed agreements as needed for surrendering of that all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered conditions to the Company’s transfer agent. (f) The Company shall deliver obligations of Boots & Xxxxx which are to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders be performed by ABASCO and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated LaSalle have been performed as of the date hereof Closing Date; and (d) Resignations of all officers and effective as directors of the next Business Day after the date hereofABASCO.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to Closing, the transfer of securities as soon thereafter as is practicable: transactions described in paragraph (a) The Seller above shall deliver to take place in the Company order described therein. At the Closing, (i) CDMI will deliver to Gamogen non-competition agreements executed by Interactive and Xxxxxx and Xxxxxx XxXxxxxx prohibiting them from engaging in the film production business for five years (other than through Gamogen), and a copy consulting agreement with Xxxxxx XxXxxxxx providing for him to render up to 20 hours per week of consulting services regarding film production for a period of one year (renewable by mutual consent) in exchange for a fee of $65,000 per year per plus reimbursement of reasonable out-of-pocket expenses and a car allowance of up to $500 per month, a certified charter, certificates of good standing in Delaware and California, an officer's certificate certifying the adoption of Board and stockholder resolutions approving the transactions herein and other matters customarily addressed by such certificates, and such other certificates, instruments, and documents reasonably requested by Gamogen, (ii) Gamogen will deliver to CDMI, with respect to both Gamogen and Newco, a certified charter, a certificate of good standing in New York (or similar documents applicable for such jurisdictions) for the SellerGamogen only), certified executed counterparts (in its capacity as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority parent of the SellerSurviving Corporation) of the non-competition and consulting agreements referred to in clause (i) above, an officer's jurisdiction certificate certifying the adoption of organization; Board and (ii) a certificate from stockholders resolutions approving the Seller’s secretary or director certifying as to the validity transactions herein and effectiveness ofother matters customarily addressed by such certificates, and confirming delivery ofsuch other various certificates, instruments, and documents reasonably requested by CDMI, (xiii) copies Gamogen and CDMI will file with the Secretary of State of Delaware a Certificate of Merger in the Seller’s Organizational Documents form attached hereto as in effect as Exhibit A (the "Certificate of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyMerger"), and (ziv) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall Gamogen will deliver to the Seller Transfer Agent in the manner provided below in this Section 2 the certificates evidencing the CDMI Shares issued pursuant to paragraphs (ia)(ii) a copy above and (d)(v) below. Any terms of a certificate of good standing the consulting and non-competition agreements not provided for the Company, certified as of a date no later than five (5) Business Days prior herein will be commercially reasonable terms mutually agreeable to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise boundparties. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with the execution of this Agreement At or as with regard immediately prior to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller Buyer and Merger Sub the various certificates, instruments and documents referred to in Section 6.1; (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (zb) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders Buyer and Merger Sub shall deliver to the Company the certificate(svarious certificates, instruments and documents referred to in Section 6.2; (c) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books Buyer shall cause the Certificate of Merger to be filed with the Secretary of State of the Company, such certificates may be delivered to the Company’s registrar or transfer agent.State of Delaware; and (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company.Buyer shall: (i) The Shareholders pay (in accordance with the applicable wire transfer instructions accompanying the Pre-Closing Certificate) the Company Expenses identified in the Pre-Closing Certificate to the Persons to whom such Company Expenses are owed (as set forth in the Pre-Closing Certificate); (ii) pay (in accordance with the applicable wire transfer instructions accompanying the Pre-Closing Certificate) the Company Debt identified in the Pre-Closing Certificate to the Persons to whom such Company Debt is owed (as set forth in the Pre-Closing Certificate); (iii) pay (in accordance with the Surviving Corporation’s standard payroll practices and any applicable terms of the applicable Employee Obligation) the Employee Obligations identified in the Pre-Closing Certificate to the Persons to whom such Employee Obligations are owed (as set forth in the Pre-Closing Certificate); (iv) deposit the General Escrow Amount and the Adjustment Escrow Amount with the Escrow Agent to be held in accordance with and subject to the terms and conditions of the Escrow Agreement; (v) deliver the Company Preferred Shareholder shall deliver Equityholder Representative Expense Amount to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents Equityholder Representative in accordance with Section 7.3 dated as the applicable wire transfer instructions accompanying the Pre-Closing Certificate; and (vi) pay (by wire transfer) to the Payment Agent an amount in cash equal to the portion of the date hereof and effective as of the next Business Day after the date hereofClosing Merger Consideration payable pursuant to Section 1.5.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (ai) The Seller Parent shall deliver to the Company (i) a copy Buyer an instrument of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof assignment from the proper Governmental Authority Parent assigning all of the Seller's jurisdiction of organization; and Equity Interests to Buyer; (ii) Parent shall deliver to Buyer a certificate from the Seller’s secretary (or director other authorized officer) of each of Parent and the Acquired Company certifying as to (A) correct and complete copies of its organizational documents, (B) the validity incumbency and effectiveness ofsignatures of the officers executing this Agreement and the other documents to which such entity will be a party and (C) resolutions of the board of directors (or equivalent governing body) of such entity, and confirming delivery of, authorizing (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors execution and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document the other documents to which they are such entity will be a party or bound, and (y) the consummation of the Exchange, transactions contemplated herein and therein; (iii) Parent shall deliver to Buyer a good standing or similar certificate with respect to Parent issued by the Series A Preferred Exchange and each Secretary of State of the transactions contemplated herebyState of Delaware, and a certificate of existence or similar certificate with respect to the Acquired Company issued by the Secretary of State of the State of Indiana; (ziv) Parent shall deliver to Buyer a resignation from such position from each director and officer of the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or Acquired Company that is required to be resign pursuant to Section 6.4 (which, for the avoidance of doubt, shall not constitute a party or otherwise bound.resignation of employment); (bv) The Company Parent shall deliver to the Seller Buyer an IRS Form W-9 properly completed and executed by Xxxxxx; (ivi) a copy Parent shall deliver, or cause to be delivered, such instruments of a certificate of good standing for the Company, certified conveyance as of a date no later than five (5) Business Days prior necessary to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the ExchangePre-Closing Transactions; (vii) Buyer shall pay the Outstanding Transaction Expenses (as defined in Section 1.3(a)(vii)); (viii) Buyer shall pay, on behalf of the Acquired Company, the Series A Preferred Exchange Closing Indebtedness set forth on Schedule 1.2(b)(viii) with such payment being made to the holders of such Closing Indebtedness pursuant to payoff letters in a customary form; (ix) In consideration for the sale and each transfer of the transactions contemplated herebyEquity Interests, including Buyer shall pay (or cause to be paid) to Parent the appointment Estimated Purchase Price (as defined in Section 1.3(b)) in cash by wire transfer of the individuals nominated immediately available funds to an account designated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and Parent; and (zx) the incumbency of officers or directors authorized to Parties shall execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall and deliver to each other a cross-receipt evidencing the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered transactions referred to the Company’s registrar or transfer agentabove. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller Company Shareholders shall deliver the following to the Company Buyer: (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of stock certificates representing the Company with immediate effect at ClosingStock, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank or duly executed instruments of transfer and otherwise in a form acceptable for any other documents that are necessary to transfer on to Buyer good and marketable title to the books Company Stock free and clear of all liens; (ii) resignations of the CompanyBoard of Directors and Officers of the Company as Buyer may request; (iii) the various certificates, instruments and documents referred to in Section 6.2; and (iv) stock powers signed in blank by the Company Shareholders in connection with the Escrow Shares. (b) The Buyer shall deliver the following to the Company Shareholders: (i) stock certificates issued in the names of the Company Shareholders representing the Closing Shares (subject to escrow), rounded to the nearest whole number; (ii) the Closing Payment, provided, however, that the Buyer shall retain Two Hundred Thousand Dollars ($200,000) of the Closing Payment (the "HOLDBACK") pending calculation of the adjustments under Section 2.5(b) (if any); and (iii) the various certificates, instruments and documents referred to in Section 6.3. If any Closing Shares are to be issued in the name of a person other than the Company Shareholders, it shall be a condition to the issuance of such certificates may Closing Shares that (i) the request shall be properly documented (e.g., assigned, endorsed or accompanied by appropriate stock powers); (ii) such issuance shall otherwise be proper; (iii) the person requesting such issuance shall pay to the Buyer any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Buyer that such taxes have been paid or are not required to be paid; and (iv) the recipients shall represent to the Buyer in writing that they are "accredited investors" at the time of receipt of the Closing Shares as that term is defined in Rule 501 of the Securities Act. Notwithstanding the foregoing, the Buyer shall not be liable to a Company Shareholder for any Closing Shares issuable to such holder pursuant to Section 2.5 that are delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (c) Subject to and in accordance with the provisions of Article VIII hereof, the Buyer shall cause to be delivered to the Company’s registrar Escrow Agent (as defined in Article VIII) a certificate or transfer agent. (d) certificates representing the Escrow Shares. The Company Escrow Shares shall deliver to be issued in the Shareholders a copy name of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and shall be held in escrow with blank powers and shall be available to compensate the Company Preferred Shareholder Buyer for certain damages as provided in Article VIII. To the extent not used for such purposes, the Escrow Shares shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreementbe released as provided in Article VIII. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of Closing, the Company, the Stockholders and Purchaser shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement or as in accordance with regard to its terms, including without limitation the transfer of securities as soon thereafter as is practicablefollowing: (a) The Seller At the Closing, the Stockholders and/or the Company shall deliver or cause to be delivered to Purchaser the Company following: (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority certificates representing all of the Seller's jurisdiction Shares, together with stock powers duly endorsed in blank for transfer of organization; and the Shares to Purchaser, with any required transfer stamps affixed thereto; (ii) a certificate from the Seller’s secretary Employment Agreements executed by the Stockholders; (iii) duly and validly executed copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Purchaser, that are necessary or director certifying appropriate to evidence the release of any and all liens (other than Permitted Liens as to specified in Section 3.13(a)) and other encumbrances on the validity and effectiveness Shares or the assets of the Company arising out of, resulting from or in connection with any loans, guarantees or other similar arrangements between or among the Company, the Stockholders, the Company Principals or any third party creditors of the Company; (iv) a copy of the properly executed certificate regarding the Foreign Investment and confirming delivery of, Real Property Tax Act of 1980 for the purpose of satisfying Purchaser’s obligations under Treasury Regulation Section 1.1445-2(c)(3); (xv) duly and validly executed copies of the Seller’s Organizational Documents as all consents, waivers, approvals or authorizations, in effect as of the date hereofform and substance reasonably satisfactory to Purchaser, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document from third parties whose consent or approval are required to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of consummate the transactions contemplated herebyby this Agreement; and (vi) all other documents, and (z) the incumbency of directors authorized to execute this Agreement certificates, instruments or any other document to which the Seller is or is writings required to be a party or otherwise bounddelivered by the Stockholders pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 hereof. (b) The Company At the Closing, Purchaser shall deliver or cause to be delivered to the Seller Stockholders the following: (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and Initial Payment Amount; (ii) a certificate from the Company’s secretary Bxxx Note Payments; and (iii) all other documents, certificates or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is writings required to be a party or otherwise bounddelivered by Purchaser pursuant to this Agreement, including without limitation those documents set forth in Section 7.2 hereof. (c) Each of the Shareholders shall deliver All deliveries, payments and other transactions and documents relating to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. Closing (i) The Shareholders shall be independent and the Company Preferred Shareholder none shall deliver be effective unless and until all are effective (except to the Company counterparts duly executed by them extent that the party entitled to the Lock-Up Agreement benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing), and the Registration Rights Agreement(ii) shall be deemed to be consummated simultaneously. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of Closing, Stockholder and Purchaser shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement or as in accordance with regard to its terms, including without limitation the transfer of securities as soon thereafter as is practicablefollowing: (a) The Seller At the Closing, Stockholder shall deliver or cause to be delivered to Purchaser the Company following: (i) a copy certificate or certificates representing all of the Shares, together with stock powers duly endorsed in blank for transfer of the Shares to Purchaser, with any required transfer stamps affixed thereto; (ii) the License Agreement executed by the parties thereto; (iii) the Noncompetition and Consulting Agreements executed by the parties thereto; (iv) letters of resignation from each of the directors and officers of the Company in office immediately prior to the Closing, which resignations in each case shall be effective as of the Closing; (v) certified copies of (A) the then effective certificate of incorporation and by-laws of the Company and (B) all board and shareholder resolutions approving the entering into and completion of the transactions contemplated by this Agreement, including without limitation the License Agreement and the Noncompetition and Consulting Agreements; (vi) certified copies of (A) the then effective certificate of incorporation and by-laws of the Stockholder and (B) a certificate of authority of the officer(s) of the Stockholder executed by the Secretary of the Stockholder in the form of Exhibit E hereto; (vii) a certificate of good standing issued by the secretary of state or other appropriate government officials in each jurisdiction in which the Company does business, including without limitation Delaware and Ohio; (viii) duly and validly executed copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Purchaser, that are necessary or similar documents applicable for such jurisdictions) for appropriate to evidence the Seller, certified as release of a date no later than five (5) Business Days prior to any and all liens and other encumbrances on the date hereof from Shares or the proper Governmental Authority assets of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness Company arising out of, resulting from or in connection with any loans, guarantees or other similar arrangements between or among the Company, the Stockholder or any third party creditors of the Company; (ix) duly and confirming delivery ofvalidly executed copies of all consents, waivers, approvals or authorizations, in form and substance reasonably satisfactory to Purchaser, from third parties whose consent or approval are required to consummate the transactions contemplated by this Agreement; and (x) copies of the Seller’s Organizational Documents as in effect as of the date hereofall other documents, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the executioncertificates, delivery and performance of this Agreement and each document to which they are a party instruments or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is writings required to be a party or otherwise bounddelivered by the Stockholder pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 hereof. (b) The Company At the Closing, Purchaser shall deliver or cause to be delivered to the Seller Stockholder the following: (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organizationClosing Payment; and and (ii) a certificate from the Company’s secretary all other documents, certificates or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is writings required to be a party or otherwise bounddelivered by Purchaser pursuant to this Agreement, including without limitation those documents set forth in Section 7.2 hereof. (c) Each of the Shareholders shall deliver All deliveries, payments and other transactions and documents relating to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. Closing (i) The Shareholders shall be independent and the Company Preferred Shareholder none shall deliver be effective unless and until all are effective (except to the Company counterparts duly executed by them extent that the party entitled to the Lock-Up Agreement benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing), and the Registration Rights Agreement(ii) shall be deemed to be consummated simultaneously. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller Buyer, Merger Sub 1 and Merger Sub 2 the various certificates, instruments and documents referred to in Section 6.1; (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (zb) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders Buyer, Merger Sub 1 and Merger Sub 2 shall deliver to the Company the certificate(svarious certificates, instruments and documents referred to in Section 6.2; (c) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered Company Stockholder shall deliver to the CompanyBuyer for cancellation a certificate or certificates or an affidavit of book entry positions representing all of such Company Stockholder’s registrar or transfer agent.Company Shares; (d) The Company the Buyer shall deliver cause the Certificate of Merger 1 to be filed with the Shareholders a copy Secretary of State of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b).State of Delaware; (e) The Company Preferred Shareholder the Buyer shall deliver cause the Certificate of Merger 2 to be filed with the Company the cancellation request and executed agreements as needed for surrendering Secretary of all State of the Series A Preferred Stock owned by him on the books State of the Company, such cancellation request may be delivered to the Company’s transfer agent.Delaware; (f) The the Buyer shall issue to each Company shall deliver to Stockholder the Shareholders a copy portion of the transfer agent instruction letter that instructs Closing Shares (as defined below) allocable to such Company Stockholder, as set forth on the Company’s stock transfer agent Allocation Schedule and deliver a certificate or evidence of a book-entry position with respect to issue all authorized shares of the Series A Preferred Stock in book entry form such Closing Shares to the Shareholders.such Company Stockholders; and (g) The Company the Buyer shall deliver to the Company Preferred Shareholder a copy of a resolution approved by the transfer agent instruction letter that instructs board of directors of the Company’s stock transfer agent Buyer, authorizing the issuance to issue each Company Stockholder of the Series B Preferred Stock in book entry form Closing Shares and Holdback Shares, the securities to be issued pursuant to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Consulting Agreement and the Registration Rights Agreement. (j) The Company shall deliver securities issuable pursuant to the Seller duly executed copies Milestone Payments. Upon determination of the Employment Agreementsnumber of Holdback Shares which such Company Stockholder may ultimately be entitled to Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution closing of this Agreement, the Shareholders will each deliver, or cause to be delivered to the Company, the Reorganization Agreement Signature Page specified in Section 4(c) of this Agreement, the Investment Representation Letter specified in Section 4(d) of this Agreement or as and certificates for the shares of Yifan stock to be exchanged in accordance with regard this Agreement, duly endorsed to the transfer Company. In addition to the above-mentioned delivery of securities as soon thereafter as is practicabledocuments by the Shareholders, the following will take place at the final closing. Yifan and the Shareholders will deliver to the Company: (a1) The Seller shall deliver to the Company opinion of legal counsel for Yifan, as provided for in Section 6(d) hereof; (i2) a copy of a A certificate of corporate good standing for Yifan from the Secretary of State of the State of New York which shall be dated no more than sixty (or similar documents applicable for such jurisdictions60) for the Seller, certified as of a date no later than five (5) Business Days days prior to the date hereof from the proper Governmental Authority Closing Date; (3) A certificate by a principal officer of Yifan that each of the Seller's jurisdiction representations and warranties of organization; Yifan and (ii) a certificate from the Seller’s secretary or director certifying as to the validity Shareholders, respectively, are true and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect correct as of the date hereof, (y) copies Closing Date and that all of the resolutions conditions to the obligations of its board of directors the Company which are to be performed by Yifan and the Shareholders authorizing have been performed as of the Closing Date. Concurrently, the Company will deliver to Yifan and the Shareholders: (1) Receipts in the form attached hereto as Exhibit "J" which evidence the Shareholders' fully-paid right to receive certificates representing an aggregate of 11,994,750 shares of the Company's New Common on the effective date of the Amendment; (2) Receipts in the form attached hereto as Exhibit J which evidence the fully-paid right of certain consultants to receive certificates representing an aggregate of 179,921 shares of the Company's New Common on the effective date of the Amendment; (3) Duly certified copies of corporate resolutions and other corporate proceedings taken by the Company to authorize the execution, delivery and performance of this Agreement Agreement; (4) The opinion legal counsel for the Company, as provided for in Section 7(c) hereof; (5) A certificate executed by a principal officer of the Company attesting that the foregoing representations and each document warranties of the Company are true and correct as of the Closing Date and that all of the conditions to which they are a party or bound, the obligations of Yifan and the consummation Shareholders which are to be performed by the Company have been performed as of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound.Closing Date; (b6) The Company shall deliver to the Seller (i) a copy of a A certificate of corporate good standing for the Company, certified as Company from the Delaware Secretary of a date State which shall be dated no later more than five (5) Business Days 60 days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.Closing Date; (c7) Each Duly executed resignations of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books all existing officers of the Company, such certificates may be delivered to effective as of 8:00 a.m. on the Company’s registrar or transfer agent.Closing Date; (d8) Duly certified copies of corporate resolutions (a) The Company shall deliver appointing a slate of executive officers designated by Yifan to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements serve as needed for surrendering of all of the Series A Preferred Stock owned by him on the books officers of the Company, such cancellation request may be delivered effective as of 8:00 a.m. on the Closing Date; and (b) appointing four persons designated by Yifan to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position serve as Chief Executive Officer members of the Company. (i) The Shareholders and 's board of directors commencing as of 8:00 a.m. on the eleventh day after the Company Preferred Shareholder shall deliver mails to stockholders the Company counterparts duly executed Information Statement required by them to the Lock-Up Agreement and the Registration Rights Agreement. (jSection 14(f) The Company shall deliver to the Seller duly executed copies of the Employment AgreementsExchange Act. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller the Company and ITD shall deliver to the Parent and the Acquisition Subsidiaries, the various certificates, instruments and documents referred to in Section 5.2; (b) the Parent, the Acquisition Subsidiaries and ITD shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3; (c) the Parent, the Acquisition Subsidiaries and the Company shall deliver to ITD the various certificates, instruments and documents referred to in Section 5.4; (d) the GF Surviving Corporation shall file the Agreement of Merger with the Secretary of State of the State of California; (e) the ITD Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (f) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (g) each of the stockholders of record of ITD immediately prior to the Effective Time (collectively, the “ITD Stockholders”) shall deliver to the Parent the certificate(s) representing his, her or its ITD Shares (as defined below); (h) the Parent shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder and ITD Stockholder in accordance with Section 1.5; (i) the Parent shall deliver to the Company (i) a copy evidence that the Parent’s board of a certificate directors is authorized to consist of good standing five individuals, (or similar documents applicable for such jurisdictionsii) for the Seller, certified resignations of all individuals who served as directors and officers of a date no later than five (5) Business Days the Parent prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness ofClosing Date, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect which resignations shall be effective as of the date hereofClosing Date, (yiii) copies evidence of the resolutions appointment of its board five directors to serve immediately upon the Closing Date, one of directors whom shall have been designated by the Company, three of whom shall have been designated by ITD and one of whom shall have been designated by the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyParent, and (zv) evidence of the appointment of such executive officers of the Parent to serve immediately upon the Closing Date as shall have been designated by the Company; and (j) the incumbency of directors authorized Parent, Xxxxxxx Xxxxxxx, and Xxxx Xxxxxx (Messrs. Xxxxxxx, and Xxxxxx collectively referred to as the “Indemnification Representatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute this and deliver the Escrow Agreement or any other document to which in substantially the Seller is or is required to be a party or otherwise bound. form attached hereto as Exhibit B (bthe “Escrow Agreement”) The Company and the Parent shall deliver to the Seller (i) a copy of Escrow Agent a certificate of good standing for the Company, certified Escrow Shares (as of a date no later than five (5defined below) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as being placed in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer escrow on the books of the Company, such certificates may be delivered Closing Date pursuant to the Company’s registrar or transfer agentSection 1.9. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of Closing, the Companies, the Stockholders and the Purchasers shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement or as in accordance with regard to its terms, including without limitation the transfer of securities as soon thereafter as is practicablefollowing: (a) The Seller At the Closing, the Stockholders and/or the Company shall deliver or cause to be delivered to the Purchasers the following: (i) a certificate or certificates representing all of the Shares, together with stock powers duly or their equivalent in any foreign jurisdiction duly endorsed in blank for transfer of the Shares to the Purchasers, with any required transfer stamps, the cost of such transfer stamps to be paid by the Purchasers, affixed thereto (other than in the case of Shares of SSA UK where no transfer stamp will be required to be affixed to the stock transfer form; (ii) an Employee Noncompetition Agreement executed by each of the employees of the Companies set forth on Schedule 2.2(a)(ii) hereof (the “Key Employees”); (iii) duly and validly executed copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to the Purchasers, that are necessary or appropriate to evidence the release of any and all liens and other encumbrances on the Shares or the assets of the Companies arising out of, resulting from or in connection with any loans, guarantees or other similar arrangements between or among the Company, the Stockholders or any third party creditors of the Company; (iv) SPL USA shall deliver to the Company Purchasers an affidavit meeting the requirements of Treasury Regulation Section 1445-2(b)(2) and stating, under penalty of perjury, that the indicated number is such Stockholder’s U.S. taxpayer identification number and that such Stockholder in not a foreign person pursuant to Section 1445(b)(2) of the Code; (iv) the Escrow Agreement executed by each of the Stockholders; (vi) a copy of a certificate of good standing (or similar documents applicable for legal opinion from Xxxxxx & Xxxxxxx LLP, special legal counsel to the Companies and the Stockholders, to the Purchasers in such jurisdictions) for form and substance as is mutually agreed by the Seller, certified as of a date no later than five (5) Business Days parties prior to the date hereof from Closing (it being understood that the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying parties will use their respective good faith efforts to agree upon such form as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents soon as in effect as of practicable following the date hereof, ); (yvii) duly and validly executed copies of all consents, waivers, approvals or authorizations listed on Schedule 2.2(a)(vii), in form and substance reasonably satisfactory to the resolutions of its board of directors and the Shareholders authorizing the executionPurchasers, delivery and performance of this Agreement and each document from third parties whose consent or approval are required to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of consummate the transactions contemplated herebyby this Agreement; and (viii) all other documents, and (z) the incumbency of directors authorized to execute this Agreement certificates, instruments or any other document to which the Seller is or is writing required to be a party or otherwise bounddelivered by the Stockholders pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 hereof. (b) The Company At the Closing, the Purchasers shall deliver or cause to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to Stockholders the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company.following: (i) The Shareholders the Initial Payment Amount; (ii) the Escrow Agreement executed by the Purchasers and the Company Preferred Shareholder shall deliver Escrow Agent; (iii) a legal opinion from Xxxxxx Xxxxxx White & XxXxxxxxx LLP, special legal counsel to the Company counterparts duly executed by them Purchasers, to the Lock-Up Agreement Stockholders in such form and substance as is mutually agreed by the Registration Rights Agreement. (j) The Company shall deliver parties prior to the Seller duly executed copies of Closing (it being understood that the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated parties will use their respective good faith efforts to agree upon such form as of the date hereof and effective soon as of the next Business Day after practicable following the date hereof); and (iv) all other documents, certificates or writings required to be delivered by the Purchasers pursuant to this Agreement, including without limitation those documents set forth in Section 7.2 hereof.

Actions at the Closing. Simultaneously with Subject to Section 2.1(j), closing will take place at 4:00 p.m. (London time) on the execution date that is ten (10) Business Days after the date of service of the Drag Along Notice on the holders of the Company Common Shares at the offices of Oxxxxxx Xxxxxx, 1 Xxxxxx Xxxx, Xxxxxx XX0X 0XX, or such other time and place as shall be mutually agreed upon by the parties hereto (the “Closing”). At or prior to the Closing, NVP and Purchaser will take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement or as in accordance with regard to its terms, including, without limitation, the transfer of securities as soon thereafter as is practicablefollowing: (a) The Seller NVP will (and/or procure that the Company will) (i) deliver to Purchaser duly executed transfers of the Company Preferred Shares by the registered holder thereof in favor of Purchaser or its nominees together with the relative share certificates, such waivers or consents as Purchaser may require to enable the Purchase or its nominees to be registered as holders of the Company Preferred Shares and powers of attorney in an agreed form (and for purposes of this Agreement the term “agreed form” means in a form initialed by or on behalf of Purchaser on the one hand, and the Company or NVP on the other); (ii) procure that the directors and the secretary of the Company retire from all their offices and employments with the Company, each delivering to Purchaser a deed (in the agreed form) made out in favor of the Company acknowledging that he has no claim outstanding for compensation or otherwise and without any payment under the United Kingdom Employment Rights Axx 0000; (iii) deliver to Purchaser (as agent for the Company) all the statutory and other books (duly written up to date) of the Company and its articles or association, any articles of association on change of name and common seal(s), any title deeds to the properties (brief particulars of which are set out in Part 2 of Schedule 3 of the Deed of Warranty) other than in respect to those properties which are disclosed in the Disclosure Letter (as defined in the Deed of Warranty) as being charged and the title deeds are being held by the chargee, the Employment Agreements and the Non-competition Agreement executed by the parties thereto other than Purchaser/Company and the Tax Covenant (as defined in the Deed of Warranty) duly executed by the Warrantors and the Warrantors’ Representative; (iv) procure a board meeting of the Company to be held at which there shall deliver be passed resolutions to approve the execution by the Company of this Agreement and any other documents to be executed by the Company pursuant to this Agreement, to approve the information relating to the Company in the Offer Documents, to register the transfers of the Shares and (subject only to due stamping) to register, in the register of members, Purchaser or its nominees as the holders of the Shares, to appoint as directors and/or secretary such persons as Purchaser may nominate, to accept the resignations and acknowledgements of the directors and secretary referred to in (ii) above, each such acceptance to take effect at the close of the meeting, to revoke all existing authorities to banks and to give authorities to such banks and on such terms as Purchaser may direct; (v) deliver to Purchaser, certified as correct by the secretary of the Company, the minutes of such board meeting; (vi) deliver to Purchaser an opinion dated the Closing Date of Faegre Benson Hxxxxx Xxxxxx LLP as to the matters in the form attached hereto as Exhibit F-1 and an opinion dated the Closing Date of Sxxxxxxxxxxx Xxxx and Rxxxxxxxx LLP as to the matters in the form attached hereto as Exhibit F-2; and (vii) reach a mutually agreeable resolution with Rogere Capital Limited with respect to the obligations of the Company pursuant to the letter agreement dated August 6, 2004 and deliver to Purchaser a release, in form and substance reasonably satisfactory to Purchaser, releasing Purchaser and the Company from all obligations of the Company under such letter agreement; and (b) Purchaser will (i) a copy instruct Purchaser’s transfer agent to deliver to NVP share certificates representing the Consideration Stock to which NVP is entitled in accordance with this Agreement and any cash in lieu of a certificate of good standing (or similar documents applicable for such jurisdictions) fractional shares thereof, except for the Seller, certified Consideration Stock to be deposited by NVP in accordance with the Escrow Agreement (as defined in Section 4.13) (which Consideration Stock will be deposited by Purchaser on behalf of a date no later than five (5) Business Days prior to NVP in accordance with the date hereof from the proper Governmental Authority terms of the Seller's jurisdiction of organization; Escrow Agreement) and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of comply with its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with obligations under Section 2.1(b2.1(i). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable:Closing: ---------------------- (a) The Seller the Shareholders and/or the Company, as the case may be, shall deliver to Purchaser the various certificates, instruments and documents referred to in Section 7.3 below; (b) Purchaser shall deliver to the Shareholders and/or the Company the various certificates, instruments and documents referred to in Section 7.2 below; (c) each Shareholder shall deliver or procure delivery to Purchaser of certificates ("Certificates") evidencing the Company Shares accompanied by duly executed transfers of all the Company Shares in favor of Purchaser (or its nominee(s)), and, in connection therewith, each Shareholder hereby irrevocably appoints, as of the time of Closing, any corporate officer of Purchaser and any Executive Director of the Company as such Shareholder's attorney and irrevocably instructs the attorney to execute all or any form(s) of transfer, surrender and/or other document(s) at the attorney's direction in relation to the Company Shares in favor of Purchaser or such other person or persons as Purchaser may direct and to do all such acts and things as may in the opinion of such attorney be reasonably necessary or reasonably expedient for the purposes of, or in connection with, the acceptance of the offer made in Section 1.1 and to surrender or vest in Purchaser or its nominee(s) the Company Shares, provided that the terms of this clause shall not apply to any Shareholder who, by virtue of his, her or its constitution, is expressly prohibited from granting a power of attorney in such terms; (d) Purchaser shall deliver to each Shareholder or their respective nominees a certificate for, or evidence of an irrevocable instruction to Purchaser's Transfer Agent to issue, the number of Initial Shares set forth opposite such Shareholders' name on Schedule I hereto and shall deliver to each Shareholder a check, payable in Dollars, in the amount of the portion of the Cash Payment set forth opposite such Shareholder's name on Schedule I hereto; (e) Purchaser, the Shareholders' Representative and the Escrow Agent shall execute and deliver the Escrow Agreement attached hereto as Exhibit B (the "Escrow Agreement") and Purchaser shall deliver to the Escrow Agent a certificate for, or an irrevocable instruction to Purchaser's Transfer Agent to issue, the number of Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.5 and Article VIII; (f) the Shareholders shall procure that a board meeting of the Company shall be held at which (i) a copy such persons as Purchaser may nominate will be appointed directors of a certificate the Company; (ii) there shall be submitted and accepted the resignations referred to in Section 7.3(f); (iii) subject only to their being duly stamped (where applicable), the transfers of good standing the Company Shares contemplated by this Agreement shall be approved and Purchaser and/or its nominee(s) shall be registered as the holders of the Company Shares and new share certificates shall be executed and issued accordingly; (or similar documents applicable for iv) all existing instructions to banks shall be cancelled and new instructions given in such jurisdictionsform as Purchaser may require; (v) the registered office of the Company will be changed to Carmelite, 00 Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X 0XX; and (vi) the persons set forth on Schedule 2.2 hereto will be appointed officers of the Company; (g) Purchaser shall deliver to the Shareholders' Representative for the Sellerbenefit of the Shareholders: (i) (A) the Certificate of Incorporation of Purchaser, certified as of a recent date no later than five by the Secretary of State of the State of Delaware, and (5B) Business Days prior a certificate of said Secretary dated as of a recent date as to the date hereof from the proper Governmental Authority due incorporation and good standing of the Seller's jurisdiction of organization; Purchaser and listing all documents on file with said Secretary; (ii) a certificate from of the Seller’s secretary Secretary or director an Assistant Secretary of Purchaser dated the Closing Date and certifying as (A) that the Certificate of Incorporation of Purchaser has not been amended since the date of the last amendment referred to in the validity and effectiveness of, and confirming delivery ofcertificate delivered pursuant to clause (i)(B) above, (xB) copies that attached thereto is a true and correct copy of the Seller’s Organizational Documents Bylaws of Purchaser as in effect as of on the date hereofClosing Date, (yC) copies that attached thereto is a true and correct copy of all resolutions adopted by the resolutions Board of its board Directors of directors and the Shareholders Purchaser authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, the ancillary agreements and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebyhereby and that such resolutions have not been amended or modified and are in full force and effect in the form adopted, and (zD) to the incumbency and specimen signature of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy each officer of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of Purchaser executing this Agreement and each document ancillary agreement to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated be executed by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized Purchaser pursuant to execute this Agreement and any certificate or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c).instrument furnished pursuant hereto; and (h) The the Company and/or the Shareholders shall deliver to procure that the Seller a copy auditors of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder auditors of the Subsidiary shall deliver validly executed transfer documents their written resignation to Purchaser together with a statement in accordance with Section 7.3 dated as section 394 of the date hereof and effective as Companies Xxx 0000 (the "Companies Act") that there are no circumstances connected with such resignation which they consider should be brought to the attention of the next Business Day after Shareholders or creditors of the date hereofCompany or the Subsidiary, as the case may be, and that there are no fees or other payments due to them from the Company or the Subsidiary.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to Closing Date or, in the transfer case of securities issuances, as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the CLS Shareholders shall deliver to the Company MP the certificate(s) representing their Seller Securities owned by each such ShareholderCLS Shares, duly endorsed or accompanied by with transfer instructions and stock powers duly executed in blank and otherwise in a form acceptable power. b) MCG shall deliver certificates for transfer on the books cancellation of the Company, such equivalent amount of Exchange Shares; and MP shall deliver certificates may be delivered representing the Exchange Shares to the Company’s registrar or transfer agentCLS Shareholders as soon as practicable. (dc) The Company MP shall deliver to CLS evidence that MP’s board of directors authorizes the Shareholders a copy appointment of Pxxxxxxx Xxxx and Axx Xxxx as additional board directors of MP to serve immediately following the Closing Date and evidence of the transfer agent instruction letter that instructs appointment of each to serve immediately from the Company’s stock transfer agent Closing Date and for a term of 10 years or until the next annual meeting of shareholders of MP, unless they or one of them chooses to issue resign prior. The evidence of the Series B Preferred Stock appointment after the Closing date, Dxxx shall be appointed at the Closing Date to act as the President of MP in book entry form charge of production distribution, theater cooperation, and film and media acquisitions, and Dxxx shall have the final veto power within his scope of work, subject to the Shareholders calculated in accordance with Section 2.1(b)rules set forth by the Board of Directors of MP. (d) MP shall provide CLS with evidence of the authorization of the MP Board to authorize MP company name to be changed to Cinema Libre Studio, Inc. and a corporate symbol change. From the date of the name change which shall become effective upon FINRA approval, MP will be able to conduct business under the name of Cinema Libre Studio. e) The Company Preferred Shareholder shall deliver Parties intend that the Exchange Shares to be issued pursuant to this Agreement in connection with the Company Exchange, will be issued in a transaction exempt from registration under the cancellation request and executed agreements as needed for surrendering Securities Act, by reason of all Section 4(a)(2) of the Series A Preferred Stock owned Securities Act, and/or Regulation S under the Securities Act, all recipients of such Exchange Shares, shall be “accredited investors” as such term is defined under Regulation D and/or “non-US Persons” as such term is defined under Regulation S. The MP shares to be issued by him MP pursuant to this Agreement have not been registered and are being issued pursuant to a specific exemption under the Securities Act, as well as under certain state securities laws for transactions by an issuer not involving any public offering or in reliance on limited federal preemption from such state securities registration laws, based on the books suitability and investment representations made by the CLS Shareholders to MP and MCG. The Exchange Shares of to be issued by MP pursuant to this Agreement must be held and may not be sold, transferred, or otherwise disposed of for value unless such securities are subsequently registered under the CompanySecurities Act or an exemption from such registration is available, and that the certificates representing the Exchange Shares of MP Common Stock issued in the Share Exchange will bear a legend in substantially the following form so restricting the sale of such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.securities:

Actions at the Closing. Simultaneously with At the execution Closing, the following actions shall take place, all of this Agreement which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or as with regard to the transfer of securities as soon thereafter as is practicableany document delivered until all such actions have been completed and all required documents have been delivered: (a) The Seller shall Investor shall: (i) pay and deliver or cause to be paid and delivered the Purchase Price to the Company in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company; (ii) deliver to the Company the Investors’ Rights Agreement, executed by a duly authorized officer of the Investor and the Principal; (iiii) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior deliver to the date hereof from Company the proper Governmental Authority Registration Rights Agreement, executed by a duly authorized officer of the Seller's jurisdiction of organization; and Investor; (iiiv) a certificate from the Seller’s secretary or director certifying as deliver to the validity and effectiveness ofCompany the Voting Agreement, and confirming delivery of, (x) copies executed by a duly authorized officer of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors Investor and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundPrincipal. (b) The Company shall shall: (i) allot and issue to the Investor the Senior Preferred Shares being purchased by the Investor under this Agreement pursuant to the SCHEDULE I, and deliver to the Seller Investor one or more duly executed share certificate(s) representing such Senior Preferred Shares registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the Closing Date); (ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the Senior Preferred Shares being owned by the Investor at the Closing; (iii) deliver to the Investor the Investors’ Rights Agreement, executed by a duly authorized officer of the Company; (iv) deliver to the Investor the Registration Rights Agreement, executed by a duly authorized officer of the Company; (v) deliver to the Investor the Voting Agreement, executed by a duly authorized officer of the Company; (vi) deliver to the Investor a copy of (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; Closing, and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies Certificate of the Company’s Organizational Documents as Designation in effect as of at the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution Closing, the following actions shall take place, all of this Agreement which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or as with regard to the transfer of securities as soon thereafter as is practicableany document delivered until all such actions have been completed and all required documents have been delivered: (a) The Seller shall Investor shall: (i) pay and deliver $71,428.58, being the aggregate par value of the Subscription Securities, to the Company in U.S. dollars by wire transfer of immediately available funds to the Designated Bank Account as set forth in EXHIBIT F; (ii) deliver to the Company the Investors’ Rights Agreement, executed by a duly authorized officer of the Investor; (iiii) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior deliver to the date hereof from Company the proper Governmental Authority Registration Rights Agreement, executed by a duly authorized officer of the Seller's jurisdiction of organization; and Investor; (iiiv) a certificate from the Seller’s secretary or director certifying as deliver to the validity and effectiveness ofCompany the Voting Agreement, and confirming delivery of, (x) copies executed by a duly authorized officer of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundInvestor. (b) The Company shall shall: (i) allot and issue to the Investor the Senior Preferred Shares being purchased by the Investor under this Agreement pursuant to the SCHEDULE I (regardless of payment of the Purchase Price in installments), and deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary Investor one or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the more duly executed share certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed Senior Preferred Shares registered in blank and otherwise in a form acceptable for transfer on the books name of the Company, such certificates may Investor (the original copies of which shall be delivered to the Company’s registrar or transfer agent.Investor as soon as practicable within ten (10) Business Days following the Closing Date); (dii) The Company shall deliver to the Shareholders Investor a certified true copy of the transfer agent instruction letter that instructs register of members of the Company’s stock transfer agent to issue Company evidencing the Series B Senior Preferred Stock in book entry form to Shares being owned by the Shareholders calculated in accordance with Section 2.1(b).Investor at the Closing; (eiii) The Company Preferred Shareholder shall deliver to the Company Investor a legal opinion of Xxxxxx and Xxxxxx (Hong Kong) LLP in respect of Cayman laws, in substantially the cancellation request and executed agreements form attached hereto as needed for surrendering of all EXHIBIT E, dated as of the Series A Preferred Stock owned Closing Date, executed by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent.counsel; (fiv) The Company shall deliver to the Shareholders Investor the Investors’ Rights Agreement, executed by a copy duly authorized officer of the transfer agent instruction letter that instructs Company and the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders.Principal Parties; (gv) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and Investor the Registration Rights Agreement., executed by a duly authorized officer of the Company; (jvi) The Company shall deliver to the Seller Investor the Voting Agreement, executed by a duly executed copies authorized officer of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall Principal Parties; (vii) deliver validly executed transfer documents to the Investor an incumbency certificate in accordance with the form attached hereto as EXHIBIT G; (viii) deliver to the Investor the certificate referred to in Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.7.03(k);

Actions at the Closing. Simultaneously At the final closing of this Agreement, the Company and the Shareholders will each deliver, or cause to be delivered to the other, the shares of stock to be exchanged in accordance with the execution Section 8 of this Agreement or and each party shall pay any and all federal and state taxes required to be paid in connection with the issuance and the delivery of their own securities. All stock certificates shall be in the name of the party to which the same are deliverable, as with regard specified herein. In addition to the transfer above-mentioned exchange of securities as soon thereafter as is practicablecertificates, the following transactions will take place at the final closing. Navis and the Shareholders will deliver to the Company: (a1) The Seller shall deliver to the Company opinion of Doremus Associates legal counsel for Navis, as provided xxx in Section 5(d) hereof; (i2) a copy of a A certificate of corporate good standing for Navis from the Secretary of State of the State of Delaware which shall be dated no more than sixty (or similar documents applicable for such jurisdictions60) for the Seller, certified as of a date no later than five (5) Business Days days prior to the date hereof Closing Date; (3) A certificate of corporate good standing for eNote from the proper Governmental Authority Delaware Secretary of State which shall be dated no more than sixty (60) days prior to the Closing Date; (4) A certificate by a principal officer of each of Navis that each of the Seller's jurisdiction representations and warranties of organization; Navis and (ii) a certificate from the Seller’s secretary or director certifying as to the validity Shareholders, respectively, are true and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect correct as of the date hereof, (y) copies Closing Date and that all of the resolutions conditions to the obligations of its board of directors the Company which are to be performed by Navis and the Shareholders authorizing have been performed as of the Closing Date. The Company will deliver to Navis and the Shareholders: (1) Duly certified copies of corporate resolutions and other corporate proceedings taken by the Company to authorize the execution, delivery and performance of this Agreement and each document to which they are Agreement; (2) The opinion of John L. Petersen, legal counsel for the Company, as xxxxxxxx xxr in Section 6(c) hereof; (3) A certificate executed by a party or bound, and the consummation principal officer of the Exchange, Company attesting that the Series A Preferred Exchange foregoing representations and each warranties of the transactions contemplated hereby, Company are true and (z) correct as of the incumbency Closing Date and that all of directors authorized the conditions to execute this Agreement or any other document to the obligations of the Shareholders which the Seller is or is required are to be a party or otherwise bound.performed by the Company have been performed as of the Closing Date; (b4) The Company shall deliver to the Seller (i) a copy of a A certificate of corporate good standing for the Company, certified as Company from the Delaware Secretary of a date State which shall be dated no later more than five 60 days prior to the Closing Date; and (5) Business Days prior to the date hereof from the proper Governmental Authority Duly executed resignations of the Company’s jurisdiction of organization; all existing officers and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of 8:00 a.m. on the next Business Day after the date hereofClosing Date.

Actions at the Closing. Simultaneously with (a) At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (ai) The Seller Company shall deliver to Parent and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2; (ii) Parent and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3; (iiii) a copy The Surviving Corporation shall file with the Secretary of a certificate State of good standing the State of Delaware the Certificate of Merger; (iv) Parent shall issue and/or deliver to the Exchange Agent, the Merger Consideration and cash sufficient to make the payments required by Section 1.6(d) and 1.6(e); (v) Parent shall issue and/or deliver to each employee of the Company entitled thereto (the “Participating Employees”) such employee’s share of the Employee Participation Amount in either shares of Parent Common Stock or similar documents applicable for such jurisdictionscash as provided in Section 1.6(e); (vi) for the SellerEach outstanding Company Warrant and Company Option, certified as of a date no later than five (5) Business Days and any Company Stock Plan, shall be terminated at or prior to the date hereof from Effective Time; (vii) Parent shall pay to Apollo the proper Governmental Authority Apollo Debt Repayment and the Company shall cause Apollo to surrender to Parent the original promissory notes in respect of the Seller's jurisdiction of organization; Apollo Debt Repayment marked “canceled” and (ii) a certificate from the Seller’s secretary or director certifying as deliver to Parent an investment representation substantially similar to the validity and effectiveness ofrepresentation set forth in Section 6.7; and (viii) On the Closing Date, and confirming delivery ofParent shall file a registration statement on Form S-8, (x) copies or any successor form, to register any portion of the Seller’s Organizational Documents as Employee Participation Amount issued in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document shares pursuant to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundSection 1.3(a)(v). (b) The Company Parent and the Exchange Agent shall deliver be entitled to deduct and withhold from amounts otherwise payable in accordance with this Agreement to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller Participating Employees such amounts as the directors and Mr. Xxxxx Xxxxxx as Parent or the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or Exchange Agent reasonably believes is required to be a party deducted and withheld with respect to the making of such payment under the Code or otherwise bound. (c) Each any provision of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shareholders shares of Company Stock or the Participating Employees in respect of which such deduction and withholding was made by the Parent or the Exchange Agent. Each Participating Employee whose portion of the Employee Participation Amount is paid in shares of Parent Common Stock shall deliver have the number of shares to be received reduced by the number of shares required to satisfy Parent or Exchange Agent’s withholding obligation under the Code or any provision of state, local or foreign Tax law calculated based on the average of the daily market prices of the Parent Common Stock for the ten (10) consecutive trading days ending three (3) trading days prior to the Company the certificate(s) representing their Seller Securities owned by Closing. The market price for each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer trading day shall be the last sales price on such day as reported on the books consolidated transaction reporting system for the American Stock Exchange. Such withheld amounts shall be used by Parent to satisfy its withholding obligations. Provided further, Parent shall have no obligation to pay the employer portion of any employment taxes which may be owed as a result of the Company, Employee Participation Amount. Such portion shall instead be paid by the Participating Employee; Parent or Exchange Agent shall withhold from the Employee Participation Amount such certificates may be delivered amount as is necessary to the Company’s registrar or transfer agentsatisfy such withholding tax obligation. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with (a) At the execution of this Agreement Closing (unless otherwise specified), the Company shall deliver or cause to be delivered to each Purchaser the following, as with regard to the transfer of securities as soon thereafter as is practicableapplicable: (ai) The Seller shall deliver to this Agreement, duly executed by the Company; (ii) the Company (i) a copy shall have filed the Certificate of a certificate Designations with the Secretary of good standing (State of the State of Delaware on or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority Closing, which shall continue to be in full force and effect as of the Seller's jurisdiction Closing; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a legal opinion of organization; Company Counsel, dated as of the Closing Date, in substantially the form attached hereto as Exhibit E, duly executed by such counsel and addressed to the Purchasers; (iiv) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, containing (xi) copies of the Seller’s Organizational text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Offering Documents as in effect and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certification that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the date hereof, (y) copies Closing Date certifying the office of each officer of the resolutions of its board of directors and the Shareholders authorizing the executionCompany executing this Agreement, delivery and performance of this Agreement and each document to which they are a party or boundany other agreement, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated herebycertificate or other instrument executed pursuant hereto, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (xiii) copies of the Company’s Organizational Documents as Certificate of Incorporation and bylaws in effect on the Closing Date, in a form reasonably acceptable to the Purchasers holding or having the right to acquire at least a majority of the Shares to be purchased at the Closing, duly executed by the Secretary of the Company; (vi) a certificate, dated as of the date hereof, (y) copies of the resolutions of its board of directors authorizing Closing, certifying to the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation fulfillment of the Exchangeconditions specified in Sections 6.1 and 6.2, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably acceptable for transfer on to the books Purchasers holding or having the right to acquire at least a majority of the CompanyShares to be purchased at the Closing, such certificates may be delivered to duly executed by the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company; (vii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within five (5) days of the Closing; (viii) a certificate, or other applicable evidence of ownership acceptable to such Purchaser, representing the Shares purchased by such Purchaser at the Closing, duly authorized by all requisite corporate action on the part of the Company, free and clear of all restrictive and other legends, except as provided in the Offering Documents, together with all instruments of transfer in respect of such Purchaser’s interests in such share; (ix) the Warrants evidencing the number of Warrant Shares such Purchaser is entitled to purchase as set forth opposite such Purchaser’s name on Exhibit A, duly executed by the Company; and (x) a consulting agreement by and between the Company and [●], in form and substance acceptable to the Purchasers purchasing a majority of the Shares sold at the Closing. (b) At the Closing (unless otherwise specified), each Purchaser shall deliver or cause to be delivered to the Company the following, as applicable: (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts this Agreement, duly executed by them such Purchaser; and (ii) the Purchase Price for the Securities being purchased by such Purchaser by check payable to the Lock-Up Agreement and Company, by wire transfer to a bank account designated by the Registration Rights AgreementCompany, by conversion of indebtedness, including the Notes, or by any combination of such methods. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with At the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicableClosing: (a) The Seller the Company shall file with the Delaware Secretary the Certificate of Merger; (b) the Company shall deliver to Buyer and Merger Sub a schedule setting forth the allocation of the Net Merger Consideration payable to all Company Securityholders which shall be in accordance with the Company Charter, Company Equity Plans, Warrants and any other applicable Contract between the Company and any Company Securityholder as of immediately prior to the Effective Time (the “Consideration Allocation Schedule”); (c) unless otherwise agreed by the Parties, Buyer shall, on behalf of the Company, pay all of the Company’s Indebtedness outstanding as of the Closing Date and under the agreements set forth on Schedule 1.4(c) (“Repaid Debt”), and cause all related Liens to be terminated (other than Permitted Liens), each in accordance with payoff letters and instruments of discharge in customary form and substance and delivered to Buyer by the Company at least one (1) Business Day prior to the Closing Date in final draft form; (d) Buyer shall pay all Company Transaction Expenses as set forth in the Estimated Closing Statement, in each case by wire transfer of immediately available funds pursuant to written instructions provided to Buyer by the Company concurrently with the delivery of the Estimated Closing Statement; (e) Buyer shall pay to the Securityholder Representative the Expense Holdback, which amount shall be held by the Securityholder Representative and disbursed to the Company Securityholders in accordance with Section 1.8(d); (f) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Section 1.8(a), which amount shall be held by the Escrow Agent and disbursed to Buyer or to or as directed by the Securityholder Representative (for further distribution to the Company Securityholders) in accordance with Section 1.12 and the Escrow Agreement; (g) Buyer shall pay to the Company, for further distribution to the Optionholders as reflected in the Consideration Allocation Schedule (after giving effect to any vesting or settlement of any such Option that occurs in connection with the consummation of the Merger), an amount equal to the portion of the Net Merger Consideration payable to the holders of vested Options as of immediately prior to the Effective Time as set forth on the Consideration Allocation Schedule; (h) Buyer shall pay to the Company, for further distribution to the holders of Restricted Shares as of immediately prior to the Effective Time as reflected in the Consideration Allocation Schedule, an aggregate amount equal to the Net Merger Consideration payable to the holders of vested Restricted Shares as of immediately prior to the Effective Time as set forth on the Consideration Allocation Schedule; and (i) a copy of a certificate of good standing Buyer shall pay to the Paying Agent pursuant to written instructions provided to Buyer by the Company at least two (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (52) Business Days prior to the date hereof from Closing Date (for the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness benefit of, and confirming delivery offurther distribution to, the Company Securityholders holding Common Shares (xother than Restricted Shares) copies or Preferred Shares immediately prior to the Effective Time, subject to compliance with Section 1.7) an aggregate amount equal to the portion of the Seller’s Organizational Documents Net Merger Consideration payable to such Company Securityholders as in effect set forth on the Consideration Allocation Schedule, which amount shall be distributed by the Paying Agent to the holders of Common Shares (other than Restricted Shares) or Preferred Shares as of immediately prior to the date hereofEffective Time, (y) copies of subject to compliance with Section 1.7, in accordance with the resolutions of its board of directors Consideration Allocation Schedule and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundPaying Agent Agreement. (bj) Each of Buyer and the Securityholder Representative shall execute and deliver, and shall cause the Escrow Agent to execute and deliver, the Escrow Agreement. (k) Each of Buyer and the Securityholder Representative shall execute and deliver, and shall cause the Paying Agent to execute and deliver, the Paying Agent Agreement. (l) The Company shall deliver to the Seller (i) a copy of Buyer a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective Closing Date pursuant to Treasury Regulations Section 1.1445-(2)(c)(3) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in Section 897(c)(2) of the next Business Day after Code) during the date hereofapplicable period specified in Section 897(c) of the Code. (m) Notwithstanding anything set forth herein to the contrary, subject to the actual payment by or on behalf of Buyer of the amounts required to be paid to the Company Securityholders hereunder, none of Buyer, the Surviving Company or any of their respective Affiliates shall have any Liability to any Person for any payment made in accordance with the calculations set forth in the Consideration Allocation Schedule or any other payment made to the Paying Agent for the benefit of the Company Securityholders pursuant to this Section 1.4 or Section 1.12 based on the written instructions of the Securityholder Representative (including with respect to any claim that the Consideration Allocation Schedule or such other written instruction is incomplete or inaccurate).

Actions at the Closing. Simultaneously with with, or prior to, the execution of this Agreement or as with regard to Closing, the transfer of securities as soon thereafter as is practicablefollowing actions shall occur: (a) The Seller Company shall deliver to each Purchaser or to such Purchaser’s designated custodian a certificate or certificates representing the shares of Common Stock purchased by such Purchaser, registered in the name of such Purchaser or its nominee, against receipt at the Closing by the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority Purchasers of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies product of the SellerPer Share Purchase Price and such number of shares of Common Stock set forth opposite such Purchaser’s Organizational Documents as in effect as of name on Schedule I, which shall be paid by wire transfer to an account designated by the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound.Company; (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the CompanyA shareholders’ agreement, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof (the “Shareholders’ Agreement”), among Merger Co, GSCP, GS Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted limited partnership (“GSCP Offshore”), GS Capital Partners V GmbH & Co. KG, a limited partnership formed under the laws of the Federal Republic of Germany (“GSCP Germany”), GS Capital Partners V Institutional, L.P., a Delaware limited partnership (“GSCP Institutional”, collectively with GSCP, GSCP Offshore and effective GSCP Germany, the “GSCP Parties”), Providence, Providence Equity Partners V-A L.P., a Delaware limited partnership (“Providence-A”), Providence Equity Partners IV L.P., a Delaware limited partnership (“Providence-IV”), Providence Equity Operating Partners IV L.P., a Delaware limited partnership (“Providence Operating-IV”, collectively with Providence, Providence-A, Providence-IV, the “Providence Parties”) and the other Purchasers shall be duly executed and delivered by the parties thereto; (c) A registration rights agreement, dated as of the next Business Day after date hereof (the “Registration Rights Agreement”), among Merger Co and each of the Purchasers shall be duly executed and delivered by the parties thereto; (d) A management rights letter agreement, dated as of the date hereofhereof (the “Management Rights Letter Agreement”), intended to provide to the Purchasers who are parties thereto and who are “venture capital operating companies” (within the meaning of the Department of Labor’s plan asset regulation) (the “Management Rights Investors”) with “contractual management rights” (within the meaning of the Department of Labor’s plan asset regulation), with respect to the Company and its direct and indirect subsidiaries, shall be duly executed and delivered by the parties thereto; and (e) The Original Purchasers shall deliver certificates representing the Original Shares against payment by the Company of the Original Purchase Price.

Actions at the Closing. Simultaneously with At the execution Closing, the following actions shall take place, all of this Agreement which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or as with regard to the transfer of securities as soon thereafter as is practicableany document delivered until all such actions have been completed and all required documents have been delivered: (a) The Seller shall Investor shall: (i) pay and deliver or cause to be paid and delivered the Purchase Price to the Company in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company; (ii) deliver to the Company the Investors’ Rights Agreement, executed by a duly authorized officer of the Investor and the Principal; (iiii) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior deliver to the date hereof from Company the proper Governmental Authority Registration Rights Agreement, executed by a duly authorized officer of the Seller's jurisdiction of organization; and Investor; (iiiv) a certificate from the Seller’s secretary or director certifying as deliver to the validity and effectiveness ofCompany the Voting Agreement, and confirming delivery of, (x) copies executed by a duly authorized officer of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors Investor and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise boundPrincipal. (b) The Company shall shall: (i) allot and issue to the Investor the Senior Preferred Shares being purchased by the Investor under this Agreement pursuant to the ‎SCHEDULE I, and deliver to the Seller Investor one or more duly executed share certificate(s) representing such Senior Preferred Shares registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the Closing Date); (ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the Senior Preferred Shares being owned by the Investor at the Closing; (iii) deliver to the Investor the Investors’ Rights Agreement, executed by a duly authorized officer of the Company; (iv) deliver to the Investor the Registration Rights Agreement, executed by a duly authorized officer of the Company; (v) deliver to the Investor the Voting Agreement, executed by a duly authorized officer of the Company; (vi) deliver to the Investor a copy of (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; Closing, and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies Certificate of the Company’s Organizational Documents as Designation in effect as of at the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

Actions at the Closing. Simultaneously with with, or prior to, the execution and delivery of this Agreement or as with regard to Agreement, the transfer of securities as soon thereafter as is practicable:following actions shall occur (the "Closing Actions"): (a) A Stockholders' Agreement (as amended or supplemented from time to time, the "Stockholders' Agreement," and together with this Agreement (including the exhibits hereto), the Certificate of Designation and all certificates, instruments and documents delivered in connection herewith and therewith, collectively the "Documents" among the Corporation, the Investors and the stockholders listed on signature pages thereto, substantially in the form of Exhibit B hereto, shall be duly executed and delivered by the parties thereto. (b) The Seller pro forma capitalization of the Corporation as of June 30, 1999 (after giving effect to the issuance and sale of the Preference Stock) shall be as set forth on Schedule 1.4(b). (c) Each domestic Day Entity shall deliver to the Company (i) a copy of a certificate Investors long form certificates of good standing (or similar documents applicable for such jurisdictions) for from the Seller, certified jurisdictions set forth on Schedule 2.1 under its name dated as of a date no later earlier than five (5) Business Days days prior to the date hereof from Closing. (d) The Corporation shall deliver to the proper Governmental Authority Investors a copy of its amended certificate of incorporation (the "Certificate of Incorporation" certified by the Secretary of State of the Seller's jurisdiction State of organization; Delaware, which Certificate of Incorporation shall have been duly amended by the filing of (i) the amendment to the Certificate of Incorporation, in the form of Exhibit C hereto, and (ii) the Certificate of Designation on the Preference Stock (the "Certificate of Designation" in the form of Exhibit D hereto. (e) The Corporation shall deliver to the Investors a certified copy of its by-laws (the "By-Laws". (f) The Corporation shall deliver to the Investors a certificate from executed by its Secretary, substantially in the Seller’s secretary or director form of Exhibit E hereto, certifying (i) resolutions authorizing the transactions contemplated in the Documents and (ii) incumbency matters. (g) The Corporation shall deliver to the Investor a certificate executed by its duly authorized officer certifying as to the validity and effectiveness ofmatters set forth in Exhibit F hereto. (h) The Investors shall receive from Debevoise & Plimxxxx, and confirming delivery ofspecial counsel for the Corporation, (x) copies an opinion addressed to the Investors, dated as of the Seller’s Organizational Closing, satisfactory in form and substance to the Investors, which shall include the opinions set forth in Exhibit G hereto. (i) Colix Xxxxxxx xxxll have been elected to the board of directors of the Corporation and shall hold such position as of the Closing Date. (j) The Corporation shall have reserved for issuance 8,848.7 shares of Common Stock issuable upon (i) conversion of the Preference Stock under the circumstances provided in the Certificate of Designation and (ii) exercise of warrants (the "Warrants") in the form of Exhibit H hereto which will be issued when and as provided in the Certificate of Designation, under the circumstances described therein and in the Certificate of Designation. (k) Each of the representations and warranties of the Corporation in this Agreement and in each of the other Documents shall be true and correct in all material respects when made and on or as of the Closing Date as if made on and as of the Closing Date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). (l) Each Day Entity shall have performed and complied with all agreements and conditions contained in this Agreement and each of the other Documents required to be performed or complied with by it prior to or at the Closing and, after giving effect to the issue and sale of the Preference Stock (and the application of the proceeds thereof as contemplated by Section 1.2), no default shall have occurred under the Documents and no default or event of default shall have occurred and be continuing under any of the following: (i) Amended and Restated Senior Secured Credit Agreement, dated as of the date hereof, among the Corporation, several banks and other financial institutions or entities from time to time parties thereto as lenders, Societe Generale, as administrative agent and SG-Cowex Xxxurities Corporation as arranger (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document as amended or supplemented from time to which they are a party or bound, and the consummation of the Exchangetime, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization"Credit Agreement"); and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness ofIndenture, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of June 6, 1995, among the date hereof and effective as of the next Business Corporation, Day after the date hereof.International,

Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller At the Closing, the Company shall deliver to Parent and Merger Sub the Company following: (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the written resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of duly executed by each Company Shareholder unanimously adopting this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of approving the transactions contemplated hereby, including the appointment Merger, in accordance with the provisions of the individuals nominated BCA, and generally releasing the Company, Parent, Merger Sub, the Surviving Company and each Founder (excluding matters arising under the Transaction Documents), which resolutions shall be certified by a director or the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office secretary of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party true, correct and complete copy of such consent, to be unmodified and unrescinded and to continue to be in full force and effect as of the date of this Agreement; (ii) the Escrow Agreement, duly executed by Global Investment Ventures LLC and the Escrow Agent; (iii) copies of the resignations, effective as of the Effective Time, of the officers and directors of the Company and each of its Subsidiaries, as mutually agreed by the Parties; (iv) a statement setting forth any Company Transaction Expenses (as evidenced by invoices reasonably acceptable to Parent) and any Indebtedness of the Company or otherwise boundany of its Subsidiaries, and evidence satisfactory to Parent that all such expenses and Indebtedness will be paid by the Company Securityholders at or prior to the Closing; (v) non-competition, non-solicitation, non-disclosure and invention assignment agreements, duly executed by certain employees and consultants of the Company and its Subsidiaries as designated by mutual agreement of the Company and Parent; (vi) an equity put agreement, duly executed by each Company Shareholder (the “Equity Put Agreement”); (vii) a registration rights agreement, duly executed by each Company Shareholder (the “Registration Rights Agreement”); (viii) a certificate executed by a duly authorized officer of Flash Jigo Corp. certifying that interests in Flash Jigo Corp. are not U.S. real property interests, as provided in Treasury Regulations Sections 1.14445-2(c)(3) and 1.897-2(h), in a form reasonably satisfactory to Parent; (ix) a certificate (the “ Merger Consideration Distribution Certificate”) executed by a duly authorized officer of the Company setting forth the name of each Company Securityholder and the amount and type of Merger Consideration to be distributed to each such Company Securityholder pursuant to Section 1.8, Section 1.9 and Section 1.10; and (x) such other documents, instruments or certificates as shall be reasonably requested by Parent or its counsel. (cb) Each of At the Shareholders Closing, Merger Sub shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company.following: (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts Escrow Agreement, duly executed by them to Parent; (ii) the Lock-Up Agreement and Equity Put Agreement, duly executed by Parent; (iii) the Registration Rights Agreement., duly executed by Parent; (jiv) The Company shall deliver warrants to purchase shares of Parent Common Stock (which warrants constitute a portion of the merger consideration hereunder) duly executed by Parent; (v) evidence reasonably satisfactory to the Seller duly executed copies Company that Parent has taken all actions and obtained all approvals necessary, including from its board of directors, to cause the Employment Agreements.issuances by Parent contemplated by this Agreement of shares of its common stock, warrants to purchase shares of its common stock and shares of its common stock issuable upon the exercise of such warrants to satisfy the requirements of Rule 16b-3 under the Exchange Act; and (kvi) The Company and such other documents, instruments or certificates as shall be reasonably requested by the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereofor its counsel.