Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of Nevada; (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 Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individual, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director to serve immediately following the Closing Date, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (f) the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State States of NevadaDelaware and Nevada the Articles of Merger; (d) each of the stockholders shareholders of record of the Company immediately prior to the Effective Time (collectively, the “"Company Stockholders”Shareholders") shall, if requested by the Parent, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder Shareholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board 's Board of directors Directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by Highgate House Funds, Ltd. and Prentice Capital Management, LP, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Kerry Gray (the “"Indemnification Representative”") and Gottbetter & PartnersXxxxxxxs, LLP (the “"Escrow Agent”") shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B A (the “"Escrow Agreement”), ") and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of NevadaDelaware the Certificate of Merger; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Class A Stockholder in accordance with Section 1.5 and 1.5; (f) the Parent shall deliver certificates for the shares of Parent Common Stock and the New Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the applicable, to each Company Class B Stockholder in accordance with Sections 1.5 and 1.8; (g) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fh) the Parent, Xxxxxx X. Xxxxx Xxxxxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), ) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) the Company Companies shall deliver to the Parent and the Acquisition Subsidiary Subsidiaries the various certificates, instruments and documents referred to in Section 5.2; (b) the Parent and the Acquisition Subsidiary Subsidiaries shall deliver to the Company Companies the various certificates, instruments and documents referred to in Section 5.3; (c) the Surviving Corporation A shall file the Articles a Certificate of Merger with the Secretary of State of the State of NevadaDelaware and Surviving Corporation B shall file a Certificate of Merger with the Secretary of State of the State of Montana; (d) Seller, in its capacity as the sole stockholder of record of each of the stockholders of record of the Company Companies immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall, if requested by the Parent, shall deliver to the Parent the certificate(s) certificates representing his, her or its the Company Shares (as defined below)Shares; (e) the Parent shall agrees to deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants Seller in accordance with Section 1.8 within five business days after Closing; (as defined below), as contemplated by Section 1.8(d);the f) Parent shall deliver to the Company Seller (i) evidence that the Parent’s board of directors is authorized to consist of five individuals: four of which (Pxxxxxx X. X. Xxxxxx, Rxxxxx Xxxxxxxx, Mxxxxxx Xxxxxxxx and Kxxxxxx Xxxxxx) shall be serving as of the Effective Time; and the remaining one individualof which shall be serving on or before the later of the closing of the Mergers or July 5, 2012 (one to be appointed by Parent, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence the resignations of all individuals who served as officers of Parent immediately prior to the Effective Time, which resignations shall be effective as of the appointment of Xxxxx Xxxxxxxxx as sole director to serve immediately following the Closing DateEffective Time, and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the CompanySeller; and (fg) the Parent, Xxxxx Xxxxxxxxx Pxxxxxx X.X. Xxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B A (the “Escrow Agreement”)) and, and the as soon thereafter as is practical, Parent shall deliver to the Escrow Agent a certificate or certificates for the number of Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.1.11;

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State Commonwealth of NevadaKentucky; (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 Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the 1.8(d); (f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, provided that such Parent designee is reasonably acceptable to the four Company designees, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxx and X.X. Xxxxxxx (the “Indemnification RepresentativeRepresentatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9. (h) the Parent and the Escrow Agent shall execute and deliver the IR Shares Escrow Agreement in substantially the form attached hereto as Exhibit F (the “IR Shares Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the IR Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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 Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the 1.8(c); (f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the placement agent (the “Placement Agent”) for the Private Placement Offering, provided that such Placement Agent designee is reasonably acceptable to the four Company designees, and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Gxxxxx Xxxxxxx and Exxx Xxxxx Xxxxxxxxx (the “Indemnification RepresentativeRepresentatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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 Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the 1.8(d); (f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualnine individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director the following nine directors to serve immediately following the Closing Date: Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxx, Alastar Xxxxxx, Xxxx Fares, Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxx and Xxxx Xxxxx and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxxxx Xxxxxx and Xxxx Xxxxx Xxxxxxxxx (the “Indemnification RepresentativeRepresentatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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 Shares common stock, par value $0.001 per share (as defined belowthe “Company Shares”); (e) the Parent shall deliver certificates for agrees to promptly record in book entry the Initial Shares and DM Initial issuance of the Merger Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.7; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence the resignations of one of the resignations or termination of all individuals who served as directors and/or a director and all of the individuals who served as officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx four directors, all of whom shall have been designated by the Company, such appointment to be effective as sole director to serve immediately following of the Closing DateEffective Time, and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx (closing of at least the “Indemnification Representative”) and Gottbetter & Partners, LLP (Minimum Offering of the “Escrow Agent”) PPO shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), be completed and the Parent shall deliver proceeds therefrom distributed or wired to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9Parent.

Actions at the Closing. At the ClosingClosing or, in the case of securities issuances, as soon thereafter as is practicable: (a) the Company Vitaxel and Vionmall shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.27.2; (b) the Parent and the Acquisition Subsidiary shall deliver to the Company Vitaxel and Vionmall the various certificates, instruments and documents referred to in Section 5.37.3; (c) the Surviving Corporation shall file the Articles of Merger with the Secretary of State of the State of Nevada; (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, Vitaxel Shareholders and Vionmall Shareholders shall deliver to the Parent the certificate(s) representing histheir Vitaxel Shares and Vionmall Shares, her or its Company respectively. (d) Parent shall deliver certificates for the Exchange Shares (as defined belowto the Vitaxel Shareholders and Vionmall Shareholders in accordance with Section 1.1(b); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company each of Vitaxel and Vionmall (i) evidence that the Parent’s board of directors is authorized to consist of one individualtwo individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the effective time of the Exchange (the “Effective Time”), (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director two directors to serve immediately following the Closing Date, Effective Time and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the Company; andCompany including Lxxxx Yxx Xxxx who will serve as Chief Executive Officer, Lim Wee Kiat who will serve as President and Secretary, and Lxx Xxx Boon who will serve as Chief Financial Officer and Treasurer. (f) Parent shall enter into the Parent, Xxxxx Xxxxxxxxx Split-Off Agreement with the Buyer and the Split-Off Subsidiary; (g) Parent shall enter into a General Release Agreement with the Buyer and the Split-Off Subsidiary in the form of Exhibit B attached hereto (the “Indemnification RepresentativeGeneral Release Agreement”); (h) Parent’s board of directors and Gottbetter & Partnersshareholders shall authorize and approve Parent’s 2016 Equity Incentive Plan, LLP substantially in the form of Exhibit C hereto (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement2016 EIP”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of NevadaArizona Corporation Commission; (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 Company Shares (as defined below); (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall be designated by the stockholders of the Parent immediately prior to the Closing Date, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Rxxxxx XxXxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), ) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of Nevada; (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 Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares Parent Common Stock (each as defined below) to each Company Stockholder in accordance with Section 1.5 1.5; (f) all approvals required by the Financial Industry Regulatory Association (FINRA) have been received (g) the current directors and shall deliver Parent Warrants (as defined below) to the applicable holders officers of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver submit letters of resignation in a form acceptable to the Company (i) evidence that and the following persons will be appointed as directors of the Parent’s board of directors is authorized to consist of one individual: Xxxx Xxxxxx, (ii) evidence Xxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx, which resignations and appointments shall be effective on the 10th day following the filing of the resignations or termination Schedule 14F-1 with the Securities and Exchange Commission (the “SEC”), except in the case of all individuals who served as directors and/or officers Xxxxx Xxxxx whose appointment to the Board of Directors of the Parent shall be effective immediately prior to upon the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director to serve immediately following the Closing Date, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the CompanyClosing; and (fh) Xxxxx Xxxxx shall be appointed as Chairman and Chief Executive Officer and Xxx Xxxxxxxxxx shall be appointed as Chief Financial Officer of the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of NevadaDelaware the Certificate of Merger; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s 's board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Mark Beemer (the “"Indemnification Representative”") and Gottbetter & PartnersXxxxxxxx, LLP (the “"Escrow Agent”") shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B A (the “"Escrow Agreement”), ") and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s 's board of directors is authorized to consist of one individualseven individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following upon the Closing Date, three of whom shall have been designated by the Company and two of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Bill Van Wyck (the “"Indemnification Representative”") and Gottbetter & PartnersU.S. Bank, LLP N.X. (the “Escrow xxx "Xxxrow Agent”") shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “"Escrow Agreement”), ") and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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 Shares (as defined below)Shares; (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares and DM Initial Merger Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.8; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director four directors to serve immediately following the Effective Time, three of whom shall have been designated by the Company (with the Company having the right to designate one additional director) and one of whom shall be designated by the Placement Agent immediately prior to the Closing Date, provided that such appointee is reasonably acceptable to the Company, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx (closing of at least the “Indemnification Representative”) and Gottbetter & Partners, LLP (Minimum Offering Amount under the “Escrow Agent”) Private Placement Offering shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), be completed and the Parent shall deliver to proceeds therefrom distributed in accordance with the Escrow Agent a certificate for terms of the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9Private Placement Offering.

Actions at the Closing. At the Closing: (a) the Company shall have satisfied the provisions of Sections 5.1 and 5.2 hereof and shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2Sections 5.1 and 5.2 hereof; (b) the Parent and the Acquisition Subsidiary shall have satisfied the provisions of Sections 5.1 and 5.3 hereof and shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3Sections 5.1 and 5.3 hereof; (c) the Surviving Corporation Entity shall file the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (d) each holder of the stockholders of record of the Company Units or Old Warrants immediately prior to the Effective Time (collectively, Closing of the “Company Stockholders”) Merger shall, if requested by the Parent, deliver to the Parent the certificate(s) instrument(s), if any, representing his, her or its Company Shares (Units or Old Warrants, as defined below)applicable; (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares Parent Common Stock and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent the New Warrants (as defined below) to each holder of Units and Old Warrants in accordance with Section 1.5; (f) the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individual, five individuals; (ii) evidence of the resignations or termination of all individuals who served as directors and/or or officers of the Parent immediately prior to the Closing Date, which resignations of all such officers shall be effective as of the Closing Date and which resignation of the sole director of Parent shall be effective ten (10) days after the filing of a Schedule 14F-1 with the United States Securities and Exchange Commission (the “SEC”) after the Closing; (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors of the Parent to serve immediately following the Closing DateClosing, who shall be: Jxxxxx Xxxxxxxxxx, Hxxxx Xxxxxxxxx III, one (1) individual who shall be designated by the stockholders of the Parent immediately prior to the Closing, who shall be “independent” as defined by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and who shall be reasonably acceptable to the directors appointed by the Company, and two (v2) individuals who shall be designated by the Company and who shall be “independent” as defined by the Exchange Act, with the term of office of Jxxxxx Xxxxxxxxxx on the board of directors of the Parent to commence immediately after the Closing, and with the term of office of all other directors of the Parent appointed pursuant to the provisions of this Section 1.3(f) to commence ten (10) days after the filing of a Schedule 14F-1 with the SEC after the Closing; and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (f) the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles Certificates of Merger with the Secretary of State of the State States of Maryland and Nevada; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below)Shares; (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares and DM Initial Shares Parent Common Stock (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.8; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive (5) individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) the resignations of all individuals who served as officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iiiiv) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director three (3) directors designated by the Company to serve immediately following the Closing DateDate and the right of The Broadsmoore Group, LLC or its designees, to appoint the two (2) directors post-closing, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; (g) a closing on at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering; and (fh) the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9[RESERVED].

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of Nevada; (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 Company Shares (as defined below)Shares; (e) the Parent shall deliver certificates for have caused to be delivered, as soon as practicable, the Initial Shares and DM Initial Merger Shares (each as defined belowin Section 1.6(a)) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.6 who has delivered at Closing the certificates representing his, her or its Company Shares; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualthree individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director three directors to serve immediately following the Closing DateEffective Time, all of whom shall have been designated by the Company, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the Company; and; (fg) the Parent, Xxxxx Xxxxxxxxx (closing on at least the “Indemnification Representative”) and Gottbetter & Partners, LLP (Minimum Offering Amount under the “Escrow Agent”) Private Placement Offering shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), be completed and the Parent shall deliver to proceeds therefrom distributed in accordance with the Escrow Agent a certificate for terms of the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9Private Placement Offering.

Actions at the Closing. At the Closing: (a) 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 Entity shall file the Articles of Merger with the Secretary of State of the State of NevadaDelaware the Certificate of Merger; (d) each of the stockholders members of record of the Company immediately prior to the Effective Time (collectively, the “"Company Stockholders”Members") shall, if requested by the Parent, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares Interests (as defined below), except as provided in Disclosure Schedule 1.3; (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder Member in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s 's board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Karl W. Miller (the “"Indemnification Representative”") and Gottbetter & PartnersXxxxxxxx, LLP XXP (the “"Escrow Agent”") shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “"Escrow Agreement”), ") and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing:, (a) Acquiree and the Company Stockholders shall deliver to the Parent and the Acquisition Subsidiary Purchaser the various certificates, instruments and documents referred to in Section 5.2; (b) the Parent and the Acquisition Subsidiary Purchaser shall deliver to Acquiree and the Company Stockholders the various certificates, instruments and documents referred to in Section 5.3; (c) The Members shall transfer 4,950 Acquiree Membership Units to the Surviving Corporation shall file the Articles of Merger with the Secretary of State of the State of NevadaPurchaser pursuant to any documents as may be reasonably require by Purchaser; (d) each of Purchaser shall have issued the stockholders of record of the Company immediately prior initial shares to the Effective Time (collectivelyBerkman, the “Company Stockholders”) shall, if requested by the Parent, deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent and shall deliver certificates for the Initial Shares and DM Initial Shares as soon as practicable thereafter. (each as defined belowe) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent Purchaser shall deliver to the Company Acquiree and Berkman (i) evidence that the ParentPurchaser’s board of directors is authorized to consist of one individualindividuals in a number to be determined, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent Purchaser immediately prior to the Closing Date, which resignations shall be effective as of the completion of Closing, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director directors in a number to be determined to serve immediately following the Effective Time, such directors having been designated by Berkman immediately prior to the Closing Date, and (viv) evidence of the appointment of such executive officers of the Parent Purchaser to serve immediately following the after Closing Date as shall have been designated by Acquiree, including the Company; andappointments of Xxxxxxxx Xxxxx and a director to be designated by Berkman. (f) the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) Berkman and Gottbetter & Partners, LLP (the “Escrow Agent”) Salvo shall execute have transferred all of their shares in Hema Panama and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver Rapid to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9Acquiree.

Actions at the Closing. At the Closing: (a) 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 Articles Agreement of Merger with the Secretary of State of the State of NevadaCalifornia; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following upon the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Xxxx X. Balbien (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), ) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of Nevada; (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 Company Shares (as defined below)Shares; (e) the Parent shall deliver certificates for have caused to be delivered, as soon as practicable, the Initial Shares and DM Initial Shares (each as defined belowin Section 1.8(b)) to each Company Stockholder in accordance with Section 1.5 and 1.8 who has delivered at Closing the certificates representing his, her or its Company Shares; (f) the Parent shall deliver Parent Warrants have caused to be delivered as soon as practicable, the Escrow Shares (as defined belowin Section 1.8(b)) to the applicable holders of Warrants Escrow Agent (as defined belowin Section 1.6(h), as contemplated by ) in accordance with Section 1.8(d);the 1.8; (g) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director two directors to serve immediately following the Effective Time, both of whom shall have been designated by the Company immediately prior to the Closing Date, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the Company; and; (fh) the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) Company Stockholders and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”)) and, and as soon thereafter as is practical, the Parent shall deliver to the Escrow Agent a certificate or certificates for the number of Escrow Shares (as defined belowin Section 1.8(b)) being placed in escrow pursuant to Section 1.11 computed based upon the number of Company Shares delivered to the Parent in exchange for Merger Shares (as defined in Section 1.8(a)) as of the Closing Date; (i) the closing on at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering; (j) the Parent shall have caused to be delivered, as soon as practicable, warrants, in form and substance reasonably acceptable to Parent, representing the right to purchase an aggregate of 10,000,000 shares of the Parent Common Stock for a period of ten years from the Closing Date pursuant at an exercise price of $0.24 per share, to Section 1.92Die4Kourt, Inc., Kimsaprincess, Inc. and Khlomoney, Inc. (collectively, the “Licensors”), or their respective assignees, in accordance with the May 9, 2012 Licensing Agreement between the Company and the Licensors (the “First License Agreement”); (k) the Parent shall have caused to be delivered, as soon as practicable, 5,000,000 shares of Parent Common Stock to the Company Stockholders (the “Additional Merger Shares”) in proportion with their ownership of the Company Shares, in connection with the execution of the License Agreement between the Company and Pez-Mar, Via Mar Productions Inc., dated as of July 11, 2012 (the “Second License Agreement”); and (l) the Parent shall have caused to be granted, as soon as practicable, an award to Nxxxxx Xxxxxx under the 2012 Equity Incentive Plan providing for the grant of options to purchase 1,800,000 shares of Parent Common Stock on such terms and conditions as are provided in her employment agreement.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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 Company Shares (as defined below); (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall be designated by the stockholders of the Parent immediately prior to the Closing Date, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Axxxxx Xxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), ) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of NevadaDelaware the Certificate of Merger; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Xxxxxx X. Tower (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), ) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of NevadaNorth Dakota; (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 Company Shares (as defined below); (e) the Parent each Company Stockholder shall deliver certificates for be entitled to receive the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent the applicable holders of Warrants (as defined below) shall be entitled to the applicable holders of receive Parent Warrants (as defined below), as contemplated by Section 1.8(d);the 1.8(d); (f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualthree individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director three directors to serve immediately following the Closing Date, who shall have been designated by the Company, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and (fg) the Parent, Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing: (a) 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 Articles of Merger with the Secretary of State of the State of Nevada; (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 Company Shares (as defined below); (e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualfive individuals, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director three directors to serve immediately following the Closing Date, of which the majority shall have been appointed by the controlling shareholders of Company prior to the Merger, and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and; (f) the Parent, Xxxxx Xxxxxxxxx Company shall deliver to the Parent evidence that the one member of the of the Board of Directors appointed by Parent is acceptable to the Company-appointed directors; and (g) the “Indemnification Representative”) Parent and Gottbetter & Partners, LLP (the “IR Escrow Agent”) shall execute and deliver the IR Shares Escrow Agreement Agreement, in substantially the form attached hereto as Exhibit B (the “IR Escrow Agreement”), and the Parent shall deliver to the IR Escrow Agent a certificate for the Escrow Shares (as defined below) 1,000,000 shares of Parent Common Stock being placed in escrow on the Closing Date pursuant to Section 1.9the IR Shares Escrow Agreement (the “IR Shares”), less any IR Shares which have been issued prior to the Effective Time.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware; (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, shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below)Shares; (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.8; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of five individuals; three of which (Jxxx X. Xxxxxxxxx XX, Jxxxx Xxxxx and Kxxxxxx Xxxxxxxxxx) shall be serving as of the Effective Time and the remaining two of which shall be serving on or before the later of the closing of the merger or January 31, 2012 (one individualto be appointed by the Company and one, who is to be an independent director, to be jointly appointed by the Company and Navesink Capital Advisors LLC; (ii) evidence of the resignations or termination of all individuals who served as directors and/or of the Parent immediately prior to the Closing Date (other than Kxxxxxx Xxxxxxxxxx, who will remain a director of the Parent), which resignations shall be effective as of the Effective Time, (iii) the resignations of all individuals who served as officers of the Parent immediately prior to the Closing DateEffective Time, (iii) evidence which resignations shall be effective as of the appointment of Xxxxx Xxxxxxxxx as sole director to serve immediately following the Closing DateEffective Time, and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date Effective Time as shall have been designated by the Company; (g) a closing under the Private Placement Offering is expected to be completed and the proceeds therefrom, if any, shall be distributed in accordance with the terms of the Private Placement Offering; and (fh) the Parent, Xxxxx Jxxx X. Xxxxxxxxx XX (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B A (the “Escrow Agreement”)) and, and as soon thereafter as is practical, the Parent shall deliver to the Escrow Agent a certificate or certificates for the number of Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.91.11. (i) the Shareholders of the Company shall deliver their Company stock certificates representing their ownership interest in the Company to Parent for cancellation; and (j) the holder of the Company’s Bridge Notes and Bridge Warrants shall deliver their Bridge Notes and Bridge Warrants to Parent for cancellation.

Actions at the Closing. At the Closing: (a) 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 Articles Certificate of Merger with the Secretary of State of the State of Nevada; (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 Company Shares (as defined below); (e) the Parent shall agrees to promptly deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants 1.5; (as defined belowf) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individualthree individuals, (ii) evidence the resignations of two of the resignations or termination of all three individuals who served serving as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director two new directors to serve immediately following the Closing Date, both of which shall have been designated by the Company, and (viv) evidence of the appointment of such executive officers of the Parent to serve immediately following upon the Closing Date as shall have been designated by the Company; and; (fg) the Parent, Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B A (the “Escrow Agreement”), ) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9; (h) the 3,000,000 shares of common stock of the Parent, presently owned by the Parent’s president, Xxxxx Xxxxxx, shall be cancelled and returned to the status of authorized but unissued; (i) the bridge loan from Parent to the Company shall be forgiven and Parent shall release its security interest in the Company’s assets; and (j) Parent shall adopt Parent’s Employee 2008 Stock Option Plan which will provide for the issuance of up to 8,800,000 Shares of Parent common stock.