Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Paying Agent and Escrow Agreement, executed by the Escrow Agent and the Stockholders’ Representative; (ii) the non-compete agreements executed by each Key Employee and delivered to and for the benefit of Parent shall continue to be in full force and effect; (iii) written resignations of all officers and directors of the Company, effective as of the Effective Time; (iv) a certificate signed by the Chief Executive Officer of the Company, dated as of the Closing Date, affirming that the conditions set forth in Sections 7.3(a), (b) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement; and (vii) a payoff letter in a form reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closing.

Agreements and Documents. Parent Buyer shall have received the following agreements and documents, each of which shall have been duly authorized, executed and delivered and shall be in full force and effecteffect at the Closing: (i) a services agreement in form and substance mutually satisfactory to the Paying Agent Stockholder and Escrow Agreement, executed Buyer relating to the use of the Stockholder's network by the Escrow Agent Company following the Closing and such other matters as may be mutually agreed upon by the Stockholders’ Representativeparties; (ii) the non-compete agreements executed by each Retention Agreements from all Key Employee and delivered to and for the benefit of Parent shall continue to be in full force and effectEmployees; (iii) releases in form and substance mutually satisfactory to the Stockholder and Buyer, executed by the Stockholder and the officers and directors of the Company; (iv) a certificate of the Company's President and Chief Financial Officer dated as of the Closing executed on behalf of the Company to the effect that the conditions set forth in Sections 9.1 and 9.2 have been satisfied; (v) written resignations of all officers and directors of the Company, effective as of the Effective TimeClosing Date; (ivvi) the valid and effective termination of agreements between the Company and the Stockholder; (vii) a certificate signed by of corporate and tax good standing from the Chief Executive Officer Secretary of State of Delaware as of a recent date; (viii) certificates of corporate and tax good standing from the Secretary of State of each jurisdiction in which the Company is qualified to do business; (ix) a certificate of the Company, Secretary or Assistant Secretary of the Stockholder dated as of the Closing Date, affirming that the conditions set forth in Sections 7.3(a), Date and certifying: (bi) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or the resolutions duly approved by the board of directors and stockholders of the Board of Directors of the Stockholder and the Company which authorize approving this Agreement and approve the execution, delivery Company Ancillary Agreements and performance of this Agreement, the consummation of Stockholder Ancillary Agreements (as applicable) and the transactions contemplated hereby, including the Merger, hereby and thereby and (Cii) certifying the incumbency, signature names and authority signatures of the officers of the Stockholder and the Company authorized to execute, deliver and perform sign this Agreement; and (vii) a payoff letter in a form reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of , the Company Ancillary Agreements and Stockholder Ancillary Agreements (as applicable) and the other documents, instruments or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closingcertificates to be delivered pursuant hereto and thereto.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Paying Agent and Escrow Agreement, Lock Up Agreements duly executed by each of the Escrow Agent Key Stockholders receiving Merger Consideration and (ii) Joinder Agreements duly executed by each of the Key Stockholders’ Representative; (iib) written consents from the non-compete Company’s stockholders and the Company's board of directors terminating the agreements executed by each Key Employee and delivered identified on Exhibit F pursuant to and for the benefit of Parent shall continue to be in full force and effectSection 4.6; (iii) written resignations of all officers and directors of the Company, effective as of the Effective Time; (ivc) a certificate signed duly executed on behalf of the Company by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Date, affirming Company certifying that the conditions set forth in Sections 7.3(a)6.1, (b) 6.2 and (c) 6.4 have been duly satisfiedsatisfied (the “Company Closing Certificate”); (vd) a spreadsheet, in form and substance reasonably satisfactory to Parent, containing the following information (such spreadsheet, the “Merger Consideration Spreadsheet”), accompanied by a certificate signed by (the Chief Financial Officer “Merger Consideration Certificate”), duly executed on behalf of the Company certifying the accuracy in all respects by an authorized officer of the Payment Schedule; (vi) a certificateCompany, dated containing the representation and warranty of the Company that all of such information set forth in the Merger Consideration Spreadsheet is accurate as of the Closing Dateand that such information is prepared in accordance with applicable Legal Requirement, signed the terms and provisions of the Charter Documents of the Company and the Company Incentive Plan, the grant agreement in respect of the vested Company Options and all other Contracts to which the Company is a party: (i) (A) the total and components of the Aggregate Upfront Cash Consideration, including (1) the Closing Cash Amount; (2) the aggregate amount of all Company Transaction Expenses, together with a breakdown thereof (including the aggregate dollar amount of any Expenses relating to the D&O Tail Policy (including any premium payable for the D&O Tail Policy); and (3) the Closing Net Indebtedness Amount, together with a breakdown thereof; (B) the allocation of the Expense Fund Amount with respect to each share of Series A Preferred Stock and Series A-1 Preferred Stock, in each case outstanding as of immediately prior to the Effective Time, (C) the allocation of the Indemnity Holdback Shares with respect to each share of the Series A Preferred Stock and Series A-1 Preferred Stock, in each case outstanding as of immediately prior to the Effective Time, (D) each Indemnitor’s Pro Rata Share (expressed as a percentage); and (E) each Participating Securityholder’s Pro Rata Share of the Milestone Payment; (ii) with respect to each Person who is a stockholder of the Company as of immediately prior to the Effective Time: (1) the name, email address and address of such stockholder, including such stockholder’s email address, if available; (2) the number of shares of Company Capital Stock of each class and series held by such stockholder; (3) the consideration that such stockholder is entitled to receive pursuant to Section 1.5 after deduction of the applicable allocation of the Expense Fund Amount and the Indemnity Holdback Shares; (4) the number of shares of Parent Consideration Shares that shall constitute Indemnity Holdback Shares with respect to which such stockholder has the contingent right to receive pursuant to Section 1.5(b); (5) the cash amount to be contributed to the Expense Fund with respect to the shares of Company Capital Stock held by such stockholder pursuant to Section 1.5(b); and (6) the net amount of the Aggregate Upfront Cash Consideration to be paid to such stockholder by the Payment Administrator on the Closing Date in accordance with Section 1.10; and (iii) a funds flow spreadsheet showing: (A) an aggregate amount to be delivered by Parent to the Payment Administrator in accordance with Section 1.10(a); and (B) wire transfer instructions for each payment to be made by Parent or the Payment Administrator reflected therein; (e) the written resignations described in Section 4.8 from each individual who is an officer or director of each Acquired Company that is listed on Exhibit H; (f) 100% of the Key Employees shall have entered into offer letters or other employment documentation, or incentive retention documentation, reasonably acceptable to Parent effective as of the Closing Date and shall have not given notice of intent to resign or terminate employment as of or following the Closing; (g) the Certificate of Merger, duly executed by the Company; and (h) a certificate of the Secretary of the Company Company, certifying and attaching: (Ai) attaching true and correct copies the Charter Documents in effect as of the certificate of incorporation and bylaws, and any amendments thereto, of Closing; (ii) the resolutions or written consents adopted by the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the ’s board of directors approving this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) the written consents adopted by the stockholders of the Company which authorize and approve constituting the execution, delivery and performance of Required Stockholder Votes adopting this Agreement, approving the consummation of Merger and the other transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform by this Agreement; and (vii) a payoff letter in a form reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closing.

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) the Paying Agent and Escrow Agreementa FIRPTA Statement, executed by the Escrow Agent and the Stockholders’ RepresentativeCompany; (iib) an Escrow Agreement in the non-compete agreements form of EXHIBIT D hereto, executed by each Key Employee the Stockholders' Agent on behalf of the Stockholders and delivered to and for the benefit of Parent shall continue to be in full force and effectEscrow Agent; (iiic) an agreement or certificate of merger executed by the Company to be filed with the Secretary of State of the States of Delaware and California in accordance with Section 1.3; (d) written resignations of all officers and directors of the Company, effective as of the Effective TimeClosing Date; (ive) a certificate signed by the Chief Executive Officer legal opinion of the CompanyDill Xxxl Xxxr Xxxnxxxxxx & Xutcxxxxx, X.C. dated as of the Closing DateDate to the effect that any distribution of the stock of Parent received by Holdings in the Merger will not result in the recognition of any taxable gain by Holdings for which the Company or any of the Subsidiaries could be held liable under Section 1.1502-6 of the Treasury Regulations or any applicable state laws. (f) a legal opinion of Dill Xxxl Xxxr Xxxnxxxxxx & Xutcxxxxx, affirming that X.C. substantially in the conditions set forth in Sections 7.3(a), (b) and (c) have been duly satisfiedform of EXHIBIT F hereto; (vg) a certificate signed Employment, Non-Competition and Non-Solicitation Agreements in the form of EXHIBIT G hereto, executed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule;Tom Xxxxxx, Xxnnxxxx Xxxxxx, Xxchxxxx Xxxxx, xxd Paul Xxxxxxx. (vih) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by The prior written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of to this Agreement, the consummation of Merger and the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform by this Agreement; and (vii) a payoff letter Agreement in a form reasonably acceptable to Brobxxx, Xxleger & Harrxxxx XXX of the parties set forth on Part 2.22 of the Company Disclosure Schedules. (i) A Consulting Agreement between Parent and Tom Xxxxxx xx the form of EXHIBIT H hereto executed by each holder Tom Xxxxxx xxx Parent. (j) Evidence satisfactory to Parent of assignments of intellectual property from employees, officers and consultants of the Company’s Indebtedness and each Person . (k) Evidence satisfactory to whom Transaction Expenses Parent that none of the Company Options has, or Change in Control Payments will, become partially or Carve Out fully exercisable as a result of the Merger pursuant to their terms or Section 6(e) of the Company's 2000 Stock Option Plan Payments and that none of the assumed Company Options are owed on or promptly following incentive stock options under the ClosingCode.

Agreements and Documents. Parent Seller shall have received the following agreements and documents, each of which shall be in full force and effect: (a) a list, certified as accurate as of a date reasonably close to the Closing Date, setting forth the names of (i) the Paying Agent and Escrow Agreement, executed by the Escrow Agent stockholders of Purchaser and the Stockholders’ Representative; number of shares of capital stock owned of record by each such stockholder, and (ii) the non-compete agreements executed by each Key Employee names of all holders of rights to acquire shares of capital stock of Purchaser and delivered the type of security, number of shares, and purchase prices applicable to and for the benefit of Parent shall continue to be in full force and effectsuch securities; (iiib) written resignations of all officers and directors of the Companya legal opinion from counsel for Purchaser, effective as of the Effective Timereasonably acceptable to Seller; (ivc) a certificate signed executed by Purchaser containing the Chief Executive Officer representation and warranty that (i) each of the Company, dated representations and warranties made by Purchaser in this Agreement are accurate in all material respects as of the Closing Date, affirming that Date as if made on the Closing Date and (ii) the conditions set forth in Sections 7.3(a), (b) and (c) this Section 6 have been duly satisfied; (vd) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificateSchedule 6.5(d), dated certified as accurate as of the Closing Date listing all of Purchaser's material liabilities; (e) resignations of all of Purchasers current board directors, other than Xxxxxx X. Xxxx; (f) an agreement in writing, reasonably acceptable to Seller, executed by Xxxxxx X. Xxxx and Xxxxx X. Xxxx in which Xxxxxx X. Xxxx and Xxxxx X. Xxxx agree to lock up all shares of common stock of Purchaser owned by them as follows: (i) all shares shall be locked up for the first 30 days after the Closing Date, signed and (ii) during the following 5 months, an aggregate of 150,000 shares shall be released from lock up; and (g) such other documents, to the extent such documents are reasonably available or should be reasonably available, as Seller may reasonably request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the CompanyPurchaser, (Bii) certifying that attached thereto are true and correct copies of actions evidencing the compliance by written consent Purchaser with, or resolutions duly approved the performance by the board of directors and stockholders of the Company which authorize and approve the executionPurchaser of, delivery and performance of any covenant or obligation set forth in this Agreement, (iii) evidencing the compliance with any applicable federal or state securities law, (iv) evidencing the satisfaction of any condition set forth in this Section 6 or (v) otherwise facilitating the consummation or performance of any of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform by this Agreement; and (vii) a payoff letter in a form reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closing.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Paying Agent and Escrow Agreement, executed by the Escrow Agent and the Stockholders’ Representative; (ii) the non-compete agreements executed by each Key Employee and delivered to and for the benefit of Parent shall continue to be in full force and effect; (iiia) written resignations of all officers and directors of the Company, effective as of the Merger I Effective Time; (b) a (i) certification that meets the requirements of Treasury Regulations Sections 1.897-2(h)(1) and 1.1445-2(c)(3), dated within 30 days prior to the Closing Date and (ii) notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice and a copy of the certification to the Internal Revenue Service on behalf of the Company after the Closing, in each case properly completed and duly executed by the Company; (c) for each instrument of Terminated Indebtedness, a Payoff Letter, duly executed by each applicable creditor; (d) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the name, address (if available) and email address (if available) of each holder of Company Capital Stock and Company Options immediately prior to the Merger I Effective Time, (ii) a designation, with respect to each holder of Company Options, as to whether such Company Options are Employee Options, (iii) the number of shares of Company Capital Stock held by each holder thereof immediately prior to the Merger I Effective Time (including the number of shares of Company Capital Stock for which Company Options are exercisable), (iv) a certificate signed by the Chief Executive Officer calculation of the CompanyUpfront Stock Consideration, dated the Closing Cash Consideration Amount, the Per Share Upfront Closing Cash Consideration and the Per Share Upfront Stock Consideration payable as of the Closing Date, affirming that (v) the conditions set forth in Sections 7.3(a)Ownership Percentage for each Participating Securityholder and (vi) for each Participating Securityholder entitled to receive a portion of the Upfront Merger Consideration, the respective amounts of the Closing Cash Consideration Amount (rounded to the nearest two decimal places) and the Upfront Stock Consideration (rounded down to the nearest whole share) payable to such Participating Securityholder for all shares of Company Capital Stock held by such Participating Securityholder, (bvii) a calculation of the Milestone Consideration, Per Share Milestone Consideration payable in the event of the achievement of the Milestone during the Payment Term, (viii) for each Participating Securityholder entitled to receive a portion of the Milestone Consideration, if any when payable, the respective amounts of the Milestone Consideration (rounded to the nearest two decimal places) payable to such Participating Securityholder, (ix) each Participating Securityholder’s Ownership Percentage of the Securityholders’ Representative Reserve and each Escrow Account, (x) for each Securityholder entitled to receive a portion of the Purchase Price Escrow Amount or the Escrow Amount, if any when payable, the maximum respective amounts of such Purchase Price Escrow Amount or Escrow Amount, as applicable, (rounded to the nearest two decimal places) payable to such Participating Securityholder; (xii) with respect to an updated Closing Payment Schedule, for each Securityholder entitled to receive any Future Payment, if any when payable, the respective amounts of such Future Payment (rounded to the nearest two decimal places) payable to such Participating Securityholder and (cxii) have been the amount of any withholdings for the holders of Employee Options. (e) the Escrow Agreement, duly satisfiedexecuted by the Securityholders’ Representative and the Escrow Agent; (vf) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy Stock Restriction Agreement shall remain in all respects of the Payment Schedulefull force and effect; (vig) a certificate, dated as the Non-Competition Agreement shall remain in full force and effect; (h) duly executed and fully completed Surrender Agreements from holders of the Closing Date, signed by the Secretary of the all Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this AgreementOptions; and (viii) the number of Participating Securityholders who have returned accredited investor questionnaire indicating that such Participating Securityholder is not an “accredited investor” pursuant to Regulation D promulgated under the Securities Act (“Regulation D”)and Participating Securityholders who have not returned an accredited investor questionnaire under the Securities Act shall be less than thirty-five; (j) all Participating Securityholders that executed a Joinder Agreement shall have delivered a duly executed and completed accredited investor questionnaire, substantially in the form attached hereto as Exhibit I, satisfactory to Parent, and the number of Participating Securityholders who have returned accredited investor questionnaire indicating that such Participating Securityholder is not an “accredited investor” pursuant to Regulation D and Participating Securityholders who have not returned an accredited investor questionnaire under the Securities Act shall be less than thirty-five; and (k) a payoff letter USB drive (which shall be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in a form reasonably acceptable electronic format, all documents posted to Parent executed the online data room utilized for the transactions contemplated by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closingthis Agreement.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) the Paying Agent and Escrow AgreementNoncompetition Agreements, duly executed by the Escrow Agent Persons mutually agreed to by Parent and the Stockholders’ RepresentativeCompany; (iib) Release Agreements, substantially in the non-compete agreements form of Exhibit D (the “Releases”), duly executed by each Key Employee the Persons mutually agreed to by Parent and delivered to and for the benefit of Parent shall continue to be in full force and effectCompany; (iii) written resignations of all officers and directors of the Company, effective as of the Effective Time; (ivc) a certificate signed duly executed on behalf of the Company by the Chief Executive Officer chief executive officer of the Company, dated as Company and containing the representation and warranty of the Closing Date, affirming Company that the conditions set forth in Sections 7.3(a)6.1, (b) 6.2 and (c) 6.4 have been duly satisfiedsatisfied (the “Company Closing Certificate”); (vd) a certificate signed by (the Chief Financial Officer “Merger Consideration Certificate”), in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true chief executive officer and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, chief financial officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing: (i) (A) the aggregate amount, as of immediately prior to the Closing, of all unpaid Company Transaction Expenses; (B) certifying that attached thereto are true the Net Working Capital and correct copies all amounts used in calculating the Net Working Capital; (C) the Working Capital Shortfall Amount, if any; (D) the Working Capital Surplus Amount, if any; (E) the Cash, (F) the Cash Items, (G) the Cash Surplus Amount, if any, (H) the Cash Shortfall Amount, if any, (I) the Adjusted Transaction Value; (J) the Fully Diluted Company Share Number; (K) the Per Share Escrow Amount with respect to each share of actions by written consent or resolutions duly approved by Outstanding Capital Stock and each share of Capital Stock subject to an Outstanding Vested Option; (L) the board Per Share Amount; and (M) the Specified Fraction with respect to each share of directors Outstanding Capital Stock and stockholders each share of Capital Stock subject to an Outstanding Vested Option; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time: (A) the name and address of record and email address (to the extent available) of each such stockholder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such stockholder; (C) the consideration that each such stockholder is entitled to receive pursuant to Section 1.5 (on a certificate-by-certificate basis); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(c); (E) the Pro Rata Shares and the cash amount to be withheld as part of the Securityholders’ Agent Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(d); and (F) the net cash amount to be paid to each such stockholder by the Payment Agent upon surrender of such stockholder’s Company Stock Certificates in accordance with Section 1.8 (after deduction of any amounts to be withheld as part of the Escrow Amount and the Securityholders’ Agent Amount by such stockholder and any Taxes to be withheld in accordance with Section 1.8(h)); (iii) with respect to each Outstanding Vested Option (after giving effect to any exercises of Options prior to the Effective Time): (A) the name and address of record of the holder thereof and email address (to the extent available); (B) the exercise price per share and the number, class and series of shares of Capital Stock subject to such Outstanding Vested Option; (C) the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Capital Stock subject to such Outstanding Vested Option pursuant to Section 1.6(a); (E) the total amount of Taxes to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); and (F) the net cash amount to be paid to the holder of such Outstanding Vested Option (after deduction of amounts to be withheld as part of the Escrow Amount by such holder and any Taxes to be withheld in accordance with Section 1.8(h)) pursuant to Section 1.6(a); (iv) with respect to each Warrant that is unexercised immediately prior to the Effective Time: (A) the name and address of record of the holder thereof and email address (to the extent available); (B) the exercise price per share and the number, class and series of shares of Capital Stock subject to such Warrant; (C) the consideration that the holder of such Warrant is entitled to receive pursuant to Section 1.6(c); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Capital Stock subject to such Warrant pursuant to Section 1.6(c); and (E) the net cash amount to be paid to the holder of such Warrant (after deduction of amounts to be withheld as part of the Escrow Amount by such holder) pursuant to Section 1.6(c); (e) the written resignations described in Section 4.9 of each officer and director of each Acquired Company; (f) the Certificate of Merger, duly executed by the Company; (g) written acknowledgments pursuant to which authorize the Acquired Companies’ outside legal counsel and approve the executionany financial advisor, delivery and performance accountant or any other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any fees, compensation or reimbursement from any Acquired Company, in connection with this Agreement, the consummation any of the transactions contemplated herebyby this Agreement or otherwise, including acknowledges: (i) the Mergertotal amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (Cii) certifying that it has been paid in full and is not (and will not be) owed any other amount by any Acquired Company with respect to this Agreement or the incumbency, signature and authority of transactions contemplated by this Agreement or otherwise; (h) the officers of FIRPTA Statement executed by the Company authorized to execute, deliver and perform this AgreementCompany; (i) the Pay Off Letters; and (viij) a payoff letter in a form reasonably acceptable to Parent executed by each holder certificates of good standing (or equivalents thereof) from the Secretary of State of the Company’s Indebtedness State of Delaware and from each Person to whom Transaction Expenses other jurisdiction set forth in Section 2.1(a) of the Company Disclosure Schedule as to the good standing (or Change equivalent thereof) of the Acquired Companies in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closingsuch jurisdiction and payment of all applicable Taxes.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) the Paying Agent and Escrow Agreement, executed by the Key Stockholders, the Stockholders’ Representative and the Escrow Agent Agent; (b) an offer letter with respect to continuing employment with the Company, executed by each individual identified on Schedule 7.7(b); (c) the Noncompetition Agreements; (d) the Tax Allocation Agreement; (e) a Release in the form of Exhibit D (“Release”), dated as of the Closing Date, executed by each Key Stockholder and the other stockholders of the Company identified on Schedule 7.7(e) and each officer and director of each of the Acquired Corporations; (f) agreements, satisfactory in form and substance to Parent, terminating the Company Contracts identified on Schedule 6.7; (g) the FIRPTA Certificate; (h) a legal opinion of Durham, Xxxxx & Xxxxxxx, P.C., counsel to the Company, dated as of the Closing Date and addressed to Parent and the Company, in the form of Exhibit E, and a legal opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, counsel to the Stockholders’ Representative, dated as of the Closing Date and addressed to Parent and the Company, in the form of Exhibit F, and; (i) a certificate executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company: (i) setting forth the Aggregate Transaction Expense Amount, accompanied by reasonable supporting documentation (including written confirmation from Durham, Xxxxx & Xxxxxxx, P.C. as to all amounts owed and to be owed by each Acquired Corporation with respect to services performed by Durham, Xxxxx & Xxxxxxx, P.C. through the Closing Date); (ii) setting forth the non-compete agreements Closing Cash Amount, accompanied by reasonable supporting documentation; (iii) identifying each Person that is a holder of Company Common Stock, Company Series A Preferred Stock or Company Series B Preferred Stock immediately prior to the Effective Time (after giving effect to any exercises of Company Options prior to the Effective Time) and setting forth (A) the number of shares of Company Common Stock, the number of shares of Company Series A Preferred Stock and the number of shares of Company Series B Preferred Stock held by such Person immediately prior to the Effective Time, (B) the Merger Consideration that such Person is entitled to receive pursuant to Section 1.5(a), and (C) the dollar amount to be contributed to the Escrow Fund on behalf of such Person pursuant to Section 1.5(c) and such Person’s Escrow Percentage; (iv) setting forth the following information with respect to each Company Option outstanding as of the Effective Time: (A) the holder of such Company Option; (B) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (indicating the number of such shares subject to such Company Option which are then vested and the number of shares which are then unvested), and the applicable exercise price per share of Company Common Stock; (C) the number of shares of Parent Common Stock that will be subject to such Company Option immediately after its assumption by Parent at the Effective Time, and the applicable exercise price per share; (D) the vesting schedule applicable to such Company Option; and (E) the expiration date of such Company Option; and (v) containing the representation and warranty of the Company that all dollar amounts and other information contained in such certificate are accurate and complete in all respects; (j) a certificate, executed on behalf of the Company by an officer of the Company, certifying on behalf of the Company that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of the Company), 7.2 (as it relates to the covenants and obligations of the Company), 7.3, 7.5, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 have been duly satisfied; (k) a certificate, executed by each Key Employee Stockholder, certifying on behalf of such Key Stockholder that the conditions set forth in Sections 7.1 (as it relates to the representations and delivered warranties of such Key Stockholder) and 7.2 (as it relates to the covenants and for obligations of such Key Stockholder) have been duly satisfied (the benefit of Parent shall continue to be in full force and effect“Key Stockholder Certificate”); (iiil) written resignations of all officers and directors of the CompanyAcquired Corporations, effective as of the Effective Time; (ivm) a certificate signed the Articles of Merger, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, affirming that the conditions set forth in Sections 7.3(a), (b) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement; and (viin) a payoff letter in a form reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness all balance sheets and each Person to whom Transaction Expenses other financial statements of the Company or Change that Parent reasonably determines are required to be filed with the Securities and Exchange Commission on Form 8-K in Control Payments or Carve Out Plan Payments are owed on or promptly following connection with the Closingtransactions contemplated by this Agreement.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) a certificate of the Company’s Secretary in form and substance reasonably acceptable to Parent, attesting to, and attaching thereto: (i) the Paying Agent and Escrow AgreementCompany’s articles of incorporation as in effect at the time of the Closing, executed by the Escrow Agent and the Stockholders’ Representative; (ii) the non-compete Company’s bylaws as in effect at the time of the Closing; (iii) the incumbency of the Company’s officers executing this Agreement and the other agreements and documents executed by each Key Employee in connection with the Merger, (iv) resolutions of the board of directors and delivered stockholders of the Company authorizing the consummation of the Merger and the transactions associated therewith, and (v) a good standing certificate with respect to the Company from the Secretary of State of the State of Delaware and for any other jurisdiction in which the benefit of Parent shall continue Company is qualified to be in full force and effectdo business, dated no more than five (5) days prior to the Closing; (iiib) written evidence of termination of the Company Stockholder Agreements (i.e., signatures of the Company and the other parties to such Company Stockholder Agreements that are required for termination); (c) an executed payoff letter from all lenders with respect to Company Debt, addressed to Parent and in form and substance reasonably satisfactory to Parent, and validly executed termination statements under the Uniform Commercial Code and any other applicable Legal Requirement, in recordable form, and other instruments as may be reasonably requested by Parent, in each case, evidencing the extinguishment of all security interests and other Encumbrances related to the Company or any of its assets; (d) the executed License Agreement; (e) an executed payoff letter from counsel to the Company, addressed to Parent and in form and substance reasonably satisfactory to Parent, confirming receipt of all amounts owed by the Company to such counsel in respect of the transactions contemplated hereby and agreeing that the Company does not owe any further amounts to counsel to the Company; (f) written resignations of all officers and directors of the CompanyCompany to the extent requested by Parent, effective as of the Effective Time; (iv) a certificate signed by the Chief Executive Officer of the Company, dated as of the Closing Date, affirming that the conditions set forth in Sections 7.3(a), (b) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement; and (viig) a payoff letter such other certificates and agreements as reasonably requested by Parent and delivered by or on behalf of the Company at Closing, in a form and substance reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the ClosingParent.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the Paying Agent and Escrow Agreement, executed by the Escrow Agent and the Stockholders’ Representative; (ii) the non-compete agreements executed by each Key Employee and delivered to and for the benefit of Parent shall continue to be in full force and effect; (iiia) written resignations of all officers and directors of the Company, effective as of the Effective Time, and a General Release in substantially the form of Exhibit D shall have been executed and delivered to Parent by the Principal Shareholder and each of Xxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxxx; (ivb) an Escrow Agreement in the form of Exhibit C, executed by the Company Shareholders' Representative and the Escrow Agent, (c) a certificate signed by the Chief Executive Officer of the Companycertificate, dated as of the Closing Date, affirming signed by the Principal Shareholder and on behalf of the Company by the Chief Executive Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Sections 7.3(a), (b) Section 6.1 and (c) Section 6.2 with respect to the Acquired Corporations have been duly satisfiedsatisfied (the "Company Compliance Certificate"); (vd) a certificate signed executed by the Chief Financial Executive Officer of the Company certifying (i) the accuracy in all respects of the Payment ScheduleFully Diluted Company Share Amount, (ii) Company Transaction Expenses and (iii) Company Debt; (vie) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (Ai) attaching true and correct copies of the certificate Articles of incorporation Incorporation and bylawsBylaws, and any amendments thereto, of each of the CompanyAcquired Corporations, (Bii) attaching a good standing certificate of each of the Acquired Corporations, duly certified by the applicable Governmental Body of the state of organization of the applicable Acquired Corporation, (iii) certifying that attached thereto are true and correct copies of actions action by written consent or resolutions duly approved adopted by the board of directors and stockholders shareholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated herebythereby, including (iv) certifying that there are no proceedings for the Merger, dissolution or liquidation of any of the Acquired Corporations and (Cv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this AgreementAgreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company; (f) a legal opinion of Xxxxx, Brody & Dondershine, LLP in the form of Exhibit E; and (viig) a payoff letter letter, substantially in the form attached hereto as Exhibit F, from Chevy Chase Bank, F.S.B and a form reasonably acceptable to Parent executed by each holder termination of the Company’s Indebtedness and each Person to whom Transaction Expenses revolving credit card account (Mastercard) of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closingissued by United Bank.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) agreements, in form and substance reasonably satisfactory to Purchaser, terminating or amending the agreements identified in Schedule 5.5 in accordance with Section 5.5; (b) a certificate duly executed by each of the Selling Stockholders and containing the representation and warranty of such Selling Stockholders that the conditions set forth in Sections 7.1, 7.2, 7.7 and 7.8 have been duly satisfied with respect to such Selling Stockholder (the “Closing Certificate”); (c) a certificate (the “Consideration Certificate”), duly executed by the Company containing the following information and the representation and warranty of the Company that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied and that all of such information is true and accurate as of the Closing: (i) the Paying Agent and Escrow Agreement, executed by aggregate amount of Company Transaction Expenses paid or payable (including any Company Transaction Expenses that will become payable after the Escrow Agent and Closing with respect to services performed or actions taken prior to the Stockholders’ RepresentativeClosing); (ii) the non-compete agreements executed by each Key Employee Aggregate Transaction Value and delivered to and for the benefit of Parent shall continue to be in full force and effectPer Share Value; (iii) written resignations the name and address of all officers and directors record of each Person who is a stockholder of the Company, effective Company as of immediately prior to the Effective TimeClosing; (iv) the number of Company Shares held by each such stockholder as of immediately prior to the Closing; (v) the consideration that each Selling Stockholder is entitled to receive pursuant to Section 1.2; (vi) the amount contributed to the Escrow Fund by each Selling Stockholder pursuant to Section 1.2; (vii) each Selling Stockholder's Participation Percentage; and (viii) the total amount of Taxes, if any, to be withheld from the consideration that each Selling Stockholder is entitled to receive pursuant to Section 1.2. (d) documentation, reasonably satisfactory to Purchaser, in support of the calculation of the amounts set forth in the Consideration Certificate; (e) a certificate signed executed by the Chief Executive Officer of the Company, dated as Company attaching and certifying the resolutions of the Closing Date, affirming that board of directors of the conditions set forth in Sections 7.3(a), (b) Company approving this Agreement and (c) have been duly satisfiedthe transactions contemplated hereby; (vf) a certificate signed by the Chief Financial Officer written resignations of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true directors and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, including statutory auditors of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to executelisted in Schedule 6.5, deliver and perform this Agreementin each case effective as of the Closing; (g) a legal opinion executed by Momo-O, Matsuo & Namba in the form of Exhibit E; (h) stock certificate(s) representing the Escrow Shares; (i) the balance sheet of the Company as of the end of the business day on February 28, 2011; and (viij) a payoff letter in a form reasonably acceptable to Parent the Escrow Agreement, duly executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closingall parties other than Purchaser.

Agreements and Documents. Parent and Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) the Paying Agent and Escrow Agreement, executed by the Escrow Selling Shareholders, the Selling Shareholders’ Agent and the Stockholders’ RepresentativeEscrow Agent; (b) each of the Offer Letters; (c) each of the Vesting Agreements; (d) each of the Noncompetition Agreements; (e) Option Exchange Agreements, executed by each holder of Company Options who is a Continuing Employee; (f) the Company Bonus Plan and the Post-Closing Bonus Plan, each duly authorized and executed by the Company, and the related bonus agreements, executed by each Company Bonus Plan participant or Post-Closing Bonus Plan participant, as the case may be, as designated by the Purchaser; (g) a Tax Escrow Agreement from each NR Selling Shareholder described in Section 1.6(d); (h) instruction to each of the respective security agents to discharge the security on the assets of the Company securing the Debentures, duly executed by each Selling Shareholder that holds Debentures; (i) Registration discharge forms (RV), duly executed by the security agents of each Selling Shareholder that holds Debentures, for purposes of canceling the security registered against the Company from the Quebec Register of Personal and Movable Real Rights (the “RPMRR”); (j) a pay-out letter, duly executed by Royal Bank of Canada regarding the termination and repayment of all outstanding obligations owed by the Company to Royal Bank of Canada (other than with respect to credit cards), and the undertaking to release and discharge of all security securing such obligations (other than with respect to credit cards) and to deliver Registration discharge forms (RV), duly executed by Royal Bank of Canada, for purposes of canceling such security from the RPMRR. (k) a legal opinion of, Xxxxxx Xxxxxx Xxxxxxx LLP, counsel to the Company, dated as of the Closing Date and addressed to Parent and Purchaser, in the form of Exhibit F; (l) a certificate executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company in a form reasonably satisfactory to Purchaser and Parent: (i) setting forth the Aggregate Transaction Expenses, accompanied by detailed supporting documentation satisfactory to Parent and Purchaser (including written confirmation from Xxxxxx Xxxxxx Gervais LLP, Osler, Hoskin&Harcourt, s.r.l., and each other advisor as to whom Transaction Expenses are or have been owed by each Acquired Corporation, as to all amounts owed and to be owed by each Acquired Corporation with respect to services performed by Xxxxxx Xxxxxx Xxxxxxx LLP, Xxxxx, Hoskin&Harcourt, s.r.l. or such other advisor through the Closing Date); (ii) identifying each Person that is a holder of Company Common Shares immediately prior to the non-compete agreements executed Closing (after giving effect to the exercise of Company Options that are not Assumed Options, the exercise of all Company Warrants, the conversion of all other convertible interests (including Debentures but excluding Assumed Options) and conversion of shares of Company Preferred Shares into Company Common Shares) and setting forth: (A) such holder’s address of record; (B) the number of Company Common Shares held by each Key Employee such Person immediately prior to the Closing (separately identifying the number of Company Preferred Shares, Company Warrants and delivered Debentures that such holder held immediately prior to the Closing that were converted into Company Common Shares) and for the benefit related Company Stock Certificate numbers or similar identifiers; (C) the amount of Parent shall continue the Aggregate Transaction Value that such Person is entitled to receive pursuant to Sections 1.2(b)(ii); and (D) the amount to be in full force contributed to the Escrow Fund with respect to such Person pursuant to Section 1.2 and effectsuch Person’s Escrow Percentage; (iii) setting forth the following information with respect to each Company Option held by Continuing Employees outstanding as of the Closing that is an Assumed Option: (A) the holder of such Company Option; (B) the number of Company Common Shares subject to such Company Option immediately prior to the Closing (indicating the number of such shares subject to such Company Option which are then vested and the number of shares which are then unvested), and the applicable exercise price per share of Company Common Shares; (C) the number of shares of Parent Common Stock that will be subject to such Company Option immediately after its exchange for Parent Options at the Closing, and the applicable exercise price per share; (D) the vesting schedule applicable to such Company Option; (E) the expiration date of such Company Option; and (F) the tax status of such Company Option; and (iv) containing the representation and warranty of the Company that all dollar amounts and other information contained in such certificate and in all accompanying documentation are accurate and complete in all respects; (m) a certificate, executed on behalf of the Company by an officer of the Company, containing the representation and warranty of the Company that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of the Company), 7.2 (as it relates to the covenants and obligations of the Company), 7.3, 7.4, 7.5, 7.7, 7.8, 7.9, 7.11 7.12 have been duly satisfied; (n) a certificate, executed by the Selling Shareholders, containing the representation and warranty of each Selling Shareholder that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of such Selling Shareholder) and 7.2 (as it relates to the covenants and obligations of such Selling Shareholder) have been duly satisfied (the “Selling Shareholder Certificate”); (o) stock certificates representing all of the outstanding shares of Company Capital Stock as of the Closing Date, duly endorsed by each holder thereof (or accompanied by duly executed stock powers) and the original documentation for all convertible debt and all warrants issued by any of the Acquired Corporations, submitted for cancellation; (p) written resignations of all officers and directors of the CompanyAcquired Corporations, effective as of the Effective TimeClosing; (ivq) a certificate signed by the Chief Executive Officer of the Company, dated as of the Closing Date, affirming that the conditions set forth in Sections 7.3(a), (b) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a an estoppel certificate, dated as of a date not more than five (5) days prior to the Closing DateDate and reasonably satisfactory in form and content to Parent and Purchaser, signed executed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, Landlord; and (Cr) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this DPE Escrow Agreement; and (vii) a payoff letter in a form reasonably acceptable to Parent executed by each holder of the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the Closing.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) original share certificates representing all Issued Shares; (b) the shareholder register (i) reflecting the Paying Agent conversion of all Company Preference Shares into Company Ordinary Shares upon the Closing pursuant to the Conversion Event and Escrow Agreement, reflecting the Share Issuance and (ii) showing that Purchaser owns all of the Issued Shares and that there are no Encumbrances on such shares; 47 (c) a certificate duly executed by the Escrow Agent chief executive officer and the Stockholders’ Representative; (ii) the non-compete agreements executed by each Key Employee and delivered to and for the benefit of Parent shall continue to be in full force and effect; (iii) written resignations of all officers and directors chief financial officer of the Company, effective as Company containing the representation and warranty of the Effective Time; (iv) a certificate signed by the Chief Executive Officer of the Company, dated as of the Closing Date, affirming Company that the conditions set forth in Sections 7.3(a), (b) 6.1 through 6.5 and (c) Sections 6.7 through 6.13 have been duly satisfied; satisfied (vthe “Company Closing Certificate”); (d) a spreadsheet containing the following information, together with a certificate signed by the Chief Financial Officer duly executed on behalf of the Company certifying by the accuracy in all respects chief executive officer and chief financial officer of the Company, containing the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing (such spreadsheet and accompanying certificate, the “Company Consideration Spreadsheet”): (i) (A) the aggregate amount of all Company Transaction Expenses, together with a detailed breakdown thereof specifying for each such Company Transaction Expense the dollar amount thereof (determined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid, (B) the Closing Debt Amount, together with a detailed breakdown thereof identifying the creditor or creditors to which such Company Indebtedness is owed and the aggregate dollar amount of all principal, accrued interest, premiums, penalties, fees, Expenses, breakage costs and other payments required to be paid or offered in respect of such Company Indebtedness as of the Closing or in connection with or in contemplation of the consummation of any of the Contemplated Transactions, (C) the Specified Warrant Cancelation Payment Schedule;Amount, (D) the aggregate amount of all Transaction Bonuses, together with a detailed breakdown thereof specifying for each such Transaction Bonus the dollar amount thereof (determined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid or payable, (E) the Primary Post-Issuance Ownership Percentage, (F) the Indemnification Gross-Up Factor, (G) the Adjusted Pre-Money Company Equity Value, (H) the Price Per Primary Share, (I) the Apportioned Litigation Reserve Amount, (J) the Aggregate Repurchase Price, (K) the Primary Specified Fraction, (L) the Primary Allocation Gross-Up Factor and (M) the Fully Diluted Share Number; (ii) a funds flow spreadsheet, in form and substance reasonably satisfactory to Purchaser, showing: (A) the aggregate consideration payable by Purchaser to the Company for the Issued Shares; (B) the amounts to be distributed by the Disbursing Agent to: (vi1) a certificatethe names of legal counsel and other service providers that are owed or will be owed any Company Transaction Expense by any of the Acquired Companies, dated denominated in Singapore dollars, rupees and/or dollars, as applicable; and (2) the other anticipated recipients of payments in connection with the Contemplated Transactions and the amounts so owed (denominated in Singapore dollars, rupees and/or dollars, as applicable); and (C) wire transfer instructions for each payment to be made by the Disbursing Agent reflected therein; (e) reasonable documentation in support of the calculation of the amounts set forth in the Company Consideration Spreadsheet; (f) release agreements, in the form of Exhibit B, duly executed by each director and each officer of an Acquired Company who is identified by Purchaser in accordance with Section 4.7; (g) agreements, in form and substance reasonably satisfactory to Purchaser, terminating or amending the agreements identified in Schedule 4.5 in accordance with Section 4.5; (h) written resignations, in the form of Exhibit C, of each director and each officer of an Acquired Company who is identified by Xxxxxxxxx in accordance with Section 4.7, effective as of the Closing Date, signed and the revocation of all signatory rights of such directors and officers; 48 (i) certified copies of: (i) the resolutions adopted by the Secretary Company’s board of directors (A) approving this Agreement, the Share Issuance, the Secondary Share Purchase and the other Contemplated Transactions, including resolutions instructing the Company’s secretary to enter the name of Purchaser in the electronic register of members of the Company maintained by the Accounting and Corporate Regulatory Authority of Singapore as the holder of the Issued Shares, (B) subject to receipt of a written consent to act as a director of the Company from the relevant individuals, approving the appointment as directors of the Company (A) attaching true and correct copies effective as of the certificate Closing) of incorporation and bylaws, and any amendments thereto, of five individuals designated by Purchaser prior to the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, Closing and (C) certifying approving the incumbency, signature and authority of the officers resignation as directors of the Company authorized (effective as of the Closing) of each of the directors who are identified on Schedule 4.7; and (ii) the resolutions adopted by the shareholders of the Company approving the Share Issuance, the Conversion Event, the Liquidation Event Waiver, the Preemptive Rights Waiver and the other Contemplated Transactions; (j) evidence reasonably satisfactory to executePurchaser that all outstanding Insider Receivables owed by any holder of any security of any Acquired Company or any of such holder’s Affiliates have been paid in full; (k) the Shareholders’ Agreement, deliver and perform this substantially in the form of Exhibit D (the “New Shareholders’ Agreement; and (vii) a payoff letter in a form reasonably acceptable to Parent ”), duly executed by each holder of the Company’s Indebtedness Company and each Person to whom Transaction Expenses that will be a shareholder of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following immediately after the Closing; (l) all documentation required by the Disbursing Agent with respect to any payments to be made by the Disbursing Agent; (m) the audited consolidated financial statements (consisting of a consolidated statement of financial position, a consolidated income statement, a consolidated statement of other comprehensive income, a consolidated statement of changes in equity and a consolidated statement of cash flows) of the Acquired Companies as of and for the fiscal year ended March 31, 2018, including the notes thereto and the unqualified report and opinion of Xxxxx & Young Associates LLP thereon; (n) (i) a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that none of the Company Shares constitute “United States real property interests” under Section 897(c) of the Code, for purposes of satisfying Purchaser’s obligations under Treasury Regulation Section 1.1445-2(c)(3) and (ii) a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation section 1.897-2(h)(2); and (o) one or more DVDs or other digital media evidencing the documents that were Made Available to Purchaser, which shall indicate, for each document, the date that such document was first uploaded to the Virtual Data Room.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) the Paying Agent and Escrow Excluded IP License, executed by Spinco; (b) the Asset Option Agreement, executed by Spinco; (c) a certificate to the Escrow Agent effect that each of the conditions specified in Sections 7.1 and 7.2 is satisfied in all respects, executed by the chief executive officer or chief financial officer and the Stockholders’ Representativesecretary of the Company; (d) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s: (i) certificate of incorporation; (ii) bylaws; (iii) board resolutions approving the Merger and adopting this Agreement; and (iv) the Written Consent; (e) the Certificate of Merger, duly executed by the Company; (f) a certificate (the “Merger Consideration Certificate”), duly executed on behalf of the Company by the chief executive officer or chief financial officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (i) the aggregate amount of the Company Transaction Expenses paid or payable (including any Company Transaction Expenses that will become payable after the Effective Time with respect to services performed or actions taken prior to the Effective Time) (including an itemized list of each Company Transaction Expenses with a general description of the nature of such expenses and the Person to whom such expense was or is owed) and the Deductible Transaction Expense Shares (including the calculation thereof); (ii) the non-compete agreements executed by name and address of record of each Key Employee and delivered Person who is a stockholder of the Company immediately prior to and for the benefit of Parent shall continue to be in full force and effectEffective Time; (iii) the number and class of securities held by each such individual immediately prior to the Effective Time; (iv) identification of whether each such individual is an Accredited Investor; (v) the number of shares of Parent Common Stock that each stockholder of the Company is entitled to receive pursuant to Section 1.5; (vi) the number of shares of Parent Common Stock to be held back by Parent and contributed to the Holdback Shares pursuant to Sections 1.7(c) and (d) with respect to the shares of Company Capital Stock held by the Key Stockholders; (g) written acknowledgments pursuant to which the outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (h) written resignations of all officers each officer and directors director of the Company, effective as of the Effective Time; (ivi) a certificate questionnaire, completed by each holder of Company Capital Stock outstanding immediately prior to the Effective Time, indicating in a manner satisfactory to Parent, whether such holder is an Accredited Investor; (j) a statement from the Company, signed by the Chief Executive Officer an authorized officer of the Company, dated that the Company is not, and has not been at any time during the five (5) years preceding the date of such statement, a United States real property holding corporation, as defined in Section 897(c)(2) of the Closing DateCode, affirming such statement in form and substance reasonably satisfactory to Parent and conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h), and proof reasonably satisfactory to Parent that the conditions set forth Company has provided notice of such statements to the IRS in Sections 7.3(aaccordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), (b) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (B) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and (C) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement; and (viik) a payoff letter in a form reasonably acceptable to Parent the Registration Rights Agreement executed by each holder of Company Capital Stock outstanding immediately prior to the Company’s Indebtedness and each Person to whom Transaction Expenses of the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the ClosingEffective Time.