Common use of Closing Deliverables and Actions Clause in Contracts

Closing Deliverables and Actions. At the Closing: (a) Seller shall execute and deliver to DDGG a certificate dated as of the Closing Date, executed on behalf of Seller by its President, to the effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date; (b) DDGG shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party; (d) Seller shall deliver to DDGG evidence that all required Consents, if any, have been obtained; (e) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date; (f) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the source code underpinning the Website, player data and user mailing lists; (g) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records solely related to the Purchased Assets; (h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note; (i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note; (j) Viggle shall deliver to its transfer agent, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares; (l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto; (n) Seller and MGT Parent shall execute and deliver a xxxx of sale in form and substance reasonably satisfactory to Purchaser (the "Xxxx of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (o) Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Purchased Assets; (p) MGT Parent and Seller shall deliver assignments in form and substance reasonably satisfactory to Purchaser (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to Purchaser; (q) Seller and Purchaser shall have each delivered signature pages to a Transition Services Agreement by and between Seller and Purchaser; and (r) All other previously undelivered items required to be delivered at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith shall have been delivered, unless delivery has been waived in writing by the intended recipient thereof.

Closing Deliverables and Actions. At the Closing: (a) Seller The Sellers shall execute and deliver to DDGG a certificate dated as of the Closing Date, executed on behalf of Seller by its President, to the effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date; (b) DDGG shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party; (d) Seller shall deliver to DDGG Purchaser evidence that all the Consents set forth on Schedule 2.8 have been obtained and all required Consentsnotices, if any, have been obtaineddelivered or waived; (b) The Sellers shall deliver to Purchaser a legal opinion from Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, P.C., legal counsel to the Company, substantially in the form of Exhibit C hereto; (c) The Company shall deliver to the Purchaser evidence that (i) the outstanding amounts due (including filing fees and legal fees) in respect of the H1B application for Bxxxxxxx Xxxxxxx have been paid, (ii) the Company’s 2012 Equity Incentive Plan and each Stock Option Agreement entered into in connection therewith have been terminated and are no longer in effect, and (iii) there are sufficient funds available in the bank account of the Company to pay the Tax Penalty in full (the “Tax Penalty Reserve”); (d) Each director of the Company shall deliver his resignation to the Company; (e) Seller MGT shall pay to Purchaser cash in an amount equal deliver to the Player Deposits, together with written Sellers evidence that the listing of the amount MGT Shares has been approved by the NYSE MKT; (f) MGT shall issue certificates representing the MGT Shares to the Sellers; (g) The MGT Parties, the Company and the Sellers shall execute and deliver each Transaction Agreement to which it is a party (including but not limited to the Employment Agreements); (h) The Company shall deliver a PCAOB certified audit of its financial statements for the years 2011 and 2012 and for the 9 months ended September 30, 2013; (i) The Company shall deliver to the Purchaser a certificate, dated within ten (10) days of the Player Deposits Closing Date, issued by the Secretary of State of the State of Delaware (i) evidencing the good standing of the Company in the State of Delaware, and non-cash items (ii) certifying the Articles of Organization of the Company, as amended through such as bonus funds existing as date; (j) The Company shall deliver to the Purchaser a certificate issued by the Secretary of State of the State of New Jersey evidencing the good standing of the Company in the State of New Jersey and a certificate issued by the Secretary of State of the State of New York evidencing the good standing of the Company in the State of New York, in each case dated within ten (10) days of the Closing Date; (fk) Seller The Company shall deliver, cause to be delivered, or make available in a manner satisfactory deliver to the Purchaser a certificate signed by an Officer of the Company, dated the Closing Date, certifying as to its (i) Articles of Organization, (ii) Shareholders Agreement and Bylaws and (iii) resolutions of the Board and the shareholders of the Company approving the execution and delivery of this Agreement and the other Transaction Agreements; and (l) The Purchaser and MGT shall deliver to the Seller Representative certificates, dated within ten (10) days of the Closing Date, issued by the Secretary of State of the State of Delaware (i) evidencing the good standing of MGT and Purchaser in the State of Delaware, and (ii) certifying the Articles of Organization of each of MGT and Purchaser, the source code underpinning the Website, player data and user mailing listsas amended through such date; (gm) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book The Purchaser and records solely related to the Purchased Assets; (h) Viggle MGT shall deliver to Seller a Promissory Note representing Representative certificates signed by an Officer of the 30 Day Note; Purchaser or MGT, as applicable, dated the Closing Date, certifying as to its (i) Viggle shall deliver to Seller a Promissory Note representing Articles of Organization, (ii) Bylaws and (iii) resolutions of the Six Month Note; (j) Viggle shall deliver to its transfer agentBoard and, American Stock Transferfor Purchaser, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate shareholders of Common Stock representing the DDGG Shares; (l) DDGG shall execute Purchaser, approving the execution and deliver that certain Management Services delivery of this Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached heretoother Transaction Agreements; (n) The Purchaser, MGT and the Seller Representative each shall have executed and MGT Parent shall execute and deliver a xxxx of sale in form and substance reasonably satisfactory to Purchaser (delivered the "Xxxx of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to BuyerEscrow Agreement; (o) Seller MGT shall deliver an assignment and assumption agreement in the Escrow Amount to the escrow agent to form and substance reasonably satisfactory to Purchaser the escrow fund (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Purchased Assets;“Escrow Fund”); and (p) MGT Parent The Company and Seller the Sellers shall execute and deliver assignments in form and substance such other customary closing documents as the Purchaser may reasonably satisfactory to Purchaser (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to Purchaser; (q) Seller and Purchaser shall have each delivered signature pages to a Transition Services Agreement by and between Seller and Purchaser; and (r) All other previously undelivered items required to be delivered at or prior to the Closing pursuant to this Agreement or otherwise required request in connection herewith shall have been delivered, unless delivery has been waived in writing by with the intended recipient thereoftransactions contemplated hereby.

Closing Deliverables and Actions. At 38 On the Closing:Closing Date, the Seller and the Purchaser shall deliver and perform (or cause to be delivered and performed) all of the documents, instruments, actions and other deliverables set forth in this Section 2.05, it being understood that, except as contemplated by the Closing Step Plan, all such documents, instruments, actions and other deliverables shall be deemed to have been delivered and performed simultaneously, and no such document, instrument, action or other deliverable shall be deemed to have been delivered and performed until all have been delivered and performed. (a) Deliverables of the Purchaser. At or prior to the Closing, the Purchaser shall: (i) deliver, or cause to be delivered, to the Seller shall execute an amount equal to the Estimated Closing Cash Consideration, by wire transfer of immediately available funds to the bank account designated in the Closing Payment Schedule; (ii) issue and deliver the Common Equity Consideration and the Preferred Equity Consideration, in book-entry form registered in the name of the Seller with the Purchaser’s transfer agent, together with evidence thereof; (iii) deliver to DDGG a certificate the Seller the Certificate of Designation, as filed with the Secretary of State of the State of Delaware; (iv) deliver to the Seller the Stockholders Agreement and the Registration Rights Agreement, in each case dated as of the Closing Date, Date and executed on behalf of Seller by its President, to the effect that Purchaser; (iv) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date; (b) DDGG shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party; (d) Seller shall deliver to DDGG evidence that all required Consents, if any, have been obtained; (e) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date; (f) Seller shall deliver, or cause to be delivered, or make available to the Seller a certificate in customary form, signed by a manner satisfactory to duly authorized officer of the Purchaser, dated the source code underpinning Closing Date, stating that the Website, player data conditions set forth in Section 8.02(a) and user mailing lists; Section 8.02(b) have been satisfied; (gvi) Seller shall deliver, or cause to be delivered, or make available in to the Seller a manner satisfactory to counterpart, duly executed by the Purchaser, to each of the book and records solely related other Ancillary Agreements to which the Purchaser or any of its Affiliates is a party; (vii) deliver, or cause to be delivered, to the Purchased Assets; (h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note; (i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note; (j) Viggle shall deliver to its transfer agent, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares; (l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto; (n) Seller and MGT Parent shall execute and deliver the Company a xxxx of sale in form and substance reasonably satisfactory countersignature page to Purchaser (the "Xxxx of Sale") and Transition Services Agreement, duly executed by Sellerthe Purchaser; and (viii) deliver, transferring the tangible personal property included in the Purchased Assets or cause to Buyer; (o) Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser (the "Assignment and Assumption Agreement") and duly executed by Sellerbe delivered, effecting the assignment to and assumption by Purchaser of the Purchased Assets; (p) MGT Parent and Seller shall deliver assignments in form and substance reasonably satisfactory to Purchaser (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to Purchaser; (q) Seller and Purchaser shall have each delivered signature pages to a Transition Services Agreement by and between Seller and Purchaser; and (r) All all other previously undelivered items agreements, documents, instruments or certificates required to be delivered by the Purchaser at or prior to the Closing pursuant to this Agreement Agreement. (b) Deliverables of the Company and Seller. At or otherwise required prior to the Closing, the Company and the Seller (as applicable) shall: (i) record, or cause the Company to record, the transfer of the Shares from the Seller to the Purchaser in connection herewith the Shareholders’ Register and deliver, or cause to be 39 delivered, to the Purchaser a certified copy of the updated and signed Shareholders’ Register (the original Shareholders’ Register shall be retained at the registered office of the Company); (ii) deliver, or cause to be delivered, to the Purchaser letters of resignation, effective as of the Closing, of the directors and officers of the Company and the Company Subsidiaries that are designated by the Purchaser to the Seller and the Company a period of time prior to the Closing reasonably sufficient to effect such resignations (collectively, the “Resigning Directors”); (iii) deliver, or cause to be delivered, to the Purchaser, shareholders resolutions of the Company and the Company Subsidiaries, effective as of the Closing, acknowledging the resignation of the applicable Resigning Directors and appointing the directors and officers that are designated by the Purchaser to the Seller and the Company a period of time prior to the Closing reasonably sufficient to effect such appointments; (iv) deliver, or cause to be delivered, to the Purchaser documents evidencing the revocation of the existing powers of attorney granted by the Company and the Company Subsidiaries that are set forth on Section 2.05(b)(iv) of the Company Disclosure Letter; (v) deliver, or cause to be delivered, to the Purchaser documents evidencing the termination of the cash management agreement originally dated September 23, 2019, as amended; (vi) a certificate from each state or other jurisdiction in which the Company and any Material Subsidiary is qualified to do business as a foreign corporation (or the closest equivalent thereof in the event that any jurisdiction does not provide such certificates), each such certificate dated within three (3) Business Days prior to the Closing Date, certifying that the Company or the Material Subsidiary is duly qualified to transact business and/or is in good standing (as applicable in each such jurisdiction) and that all applicable state franchise taxes or fees through and including the date of the certificate have been paid (as applicable in each such jurisdiction); (vii) executed payoff letters for any Indebtedness for borrowed money, in a form reasonable satisfactory to Purchaser and all instruments and documents necessary to release any and all Encumbrances securing such Indebtedness for borrowed money against the Company and any of its Subsidiaries, including appropriate UCC financing statement amendments (termination statements), if applicable (it being understood that, as of the date of this Agreement, no such Indebtedness is outstanding); (viii) deliver, or cause to be delivered, unless delivery has to the Purchaser a certificate in customary form, duly executed by a duly authorized officer of the Company, dated the Closing Date, certifying that the conditions set forth in Section 8.03(a), Section 8.03(b) and Section 8.03(c) have been waived in writing by satisfied; (ix) deliver, or cause to be delivered, to the intended recipient thereof.Purchaser a properly executed certificate of the US Subsidiary meeting the requirements of Treasury

Closing Deliverables and Actions. At the Closing: (a) Seller shall execute and deliver to DDGG MGT a certificate dated as of the Closing Date, executed on behalf of Seller by its President, to the effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date; (b) DDGG MGT shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG MGT by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party; (d) Seller shall deliver to DDGG MGT evidence that all required Consents, if any, have been obtained; (e) MGT shall deliver to Seller evidence that the consent from NYSE MKT has been obtained; (f) Purchaser shall pay the Cash Payment to Seller; (g) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date; (fh) MGT shall issue to Seller a certificate of Common Stock representing the MGT Shares; (i) MGT shall issue and deliver a certificate of Common Stock representing the Escrow Shares to the Escrow Agent to form the escrow fund (the “ Escrow Fund”); (j) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the source code underpinning the Website, player data and user mailing lists; (gk) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records solely related to the Purchased Assets; (h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note; (i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note; (j) Viggle shall deliver to its transfer agent, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares; (l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto; (n) Seller and MGT Parent shall execute and deliver a xxxx of sale in form and substance reasonably satisfactory to Purchaser (the "Xxxx of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (o) Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Purchased Assets; (p) MGT Parent and Seller shall deliver assignments in form and substance reasonably satisfactory to Purchaser (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to Purchaser; (q) Seller and Purchaser shall have each delivered signature pages to a Transition Services Agreement by and between Seller and Purchaser; and (rl) All other previously undelivered items required to be delivered at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith shall have been delivered, unless delivery has been waived in writing by the intended recipient thereof.

Closing Deliverables and Actions. At the Closing: (a) Seller shall execute and deliver to DDGG RO a certificate dated as of the Closing Date, executed on behalf of Seller by its President, to the effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date; (b) DDGG RO shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG RO by its PresidentCEO, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party; (d) Seller shall deliver to DDGG RO evidence that all required Consents, if any, have been obtained; (e) Purchaser shall pay the Cash Payment to Seller; (f) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date; (fg) RO shall issue to Seller a certificate of Common Stock representing the RO Shares; (h) RO shall issue and deliver a certificate of Common Stock representing the Escrow Shares to the Escrow Agent to form the escrow fund (the “ Escrow Fund”); (i) RO shall issue and deliver an executed warrant agreement representing the Warrants; (j) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the source code underpinning the Website, player data and user mailing lists; (gk) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records solely related to the Purchased Assets; (h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note; (i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note; (j) Viggle shall deliver to its transfer agent, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares; (l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto; (n) Seller and MGT Parent shall execute and deliver a xxxx of sale in form and substance reasonably satisfactory to Purchaser (the "Xxxx of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (o) Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Purchased Assets; (p) MGT Parent and Seller shall deliver assignments in form and substance reasonably satisfactory to Purchaser (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to Purchaser; (q) Seller and Purchaser shall have each delivered signature pages to a Transition Services Agreement by and between Seller and Purchaser; and (rl) All other previously undelivered items required to be delivered at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith shall have been delivered, unless delivery has been waived in writing by the intended recipient thereof.

Closing Deliverables and Actions. At On the Closing:Closing Date, the Seller and the Purchaser shall deliver and perform (or cause to be delivered and performed) all of the documents, instruments, actions and other deliverables set forth in this Section 2.05, it being understood that, except as contemplated by the Closing Step Plan, all such documents, instruments, actions and other deliverables shall be deemed to have been delivered and performed simultaneously, and no such document, instrument, action or other deliverable shall be deemed to have been delivered and performed until all have been delivered and performed. (a) Deliverables of the Purchaser. At or prior to the Closing, the Purchaser shall: (i) deliver, or cause to be delivered, to the Seller shall execute an amount equal to the Estimated Closing Cash Consideration, by wire transfer of immediately available funds to the bank account designated in the Closing Payment Schedule; (ii) issue and deliver the Common Equity Consideration and the Preferred Equity Consideration, in book-entry form registered in the name of the Seller with the Purchaser’s transfer agent, together with evidence thereof; (iii) deliver to DDGG a certificate the Seller the Certificate of Designation, as filed with the Secretary of State of the State of Delaware; (iv) deliver to the Seller the Stockholders Agreement and the Registration Rights Agreement, in each case dated as of the Closing DateDate and executed by the Purchaser; (v) deliver, executed on behalf of Seller by its Presidentor cause to be delivered, to the effect Seller a certificate in customary form, signed by a duly authorized officer of the Purchaser, dated the Closing Date, stating that (i) the condition conditions set forth in Section 4.2(c)(i8.02(a) has been satisfied, and (iiSection 8.02(b) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date; (b) DDGG shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (cvi) Each Party shall execute and deliver deliver, or cause to be delivered, to the other Party Seller a signature page counterpart, duly executed by the Purchaser, to each of the Transaction other Ancillary Agreements to which such Party the Purchaser or any of its Affiliates is a party; (dvii) Seller shall deliver to DDGG evidence that all required Consents, if any, have been obtained; (e) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date; (f) Seller shall deliver, or cause to be delivered, or make available in a manner satisfactory to the Seller and the Company a countersignature page to the Transition Services Agreement, duly executed by the Purchaser, the source code underpinning the Website, player data and user mailing lists;; and (gviii) Seller shall deliver, or cause to be delivered, or make available in a manner satisfactory to the PurchaserSeller all other agreements, the book and records solely related to the Purchased Assets; (h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note; (i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note; (j) Viggle shall deliver to its transfer agentdocuments, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares; (l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto; (n) Seller and MGT Parent shall execute and deliver a xxxx of sale in form and substance reasonably satisfactory to Purchaser (the "Xxxx of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (o) Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Purchased Assets; (p) MGT Parent and Seller shall deliver assignments in form and substance reasonably satisfactory to Purchaser (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to Purchaser; (q) Seller and Purchaser shall have each delivered signature pages to a Transition Services Agreement by and between Seller and Purchaser; and (r) All other previously undelivered items instruments or certificates required to be delivered by the Purchaser at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith shall have been delivered, unless delivery has been waived in writing by the intended recipient thereofAgreement.

Closing Deliverables and Actions. (a) At the Closing, Seller shall deliver to Buyer the following: (ai) Seller shall execute and deliver to DDGG a certificate dated as of the Closing Date, executed on behalf of Seller by its President, counterpart to the effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and Escrow Agreement duly executed by Seller; (ii) there shall not have occurred a Material Adverse Effect the Bill of Sale, duly executed by Xxxxxx; (iii) the Assignment and Assumption Agreement, duly executed by Seller; (iv) the Intellectual Property Assignment, duly executed by Xxxxxx; (v) with respect to the Purchased Assets since the Agreement Date; (b) DDGG shall execute Transferred Leased Real Property, an assignment and deliver to Seller a certificate dated as assumption of the Closing Date, executed on behalf of DDGG by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied; (c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party; (d) Seller shall deliver to DDGG evidence that all required Consents, if any, have been obtained; (e) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date; (f) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the source code underpinning the Website, player data and user mailing lists; (g) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records solely related to the Purchased Assets; (h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note; (i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note; (j) Viggle shall deliver to its transfer agent, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock; (k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares; (l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC, (m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto; (n) Seller and MGT Parent shall execute and deliver a xxxx of sale Lease in form and substance reasonably satisfactory to Purchaser Buyer (the "Xxxx each, an “Assignment and Assumption of Sale"Lease”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ovi) the Closing Date Balance Sheet Cash, by wire transfer of immediately available funds to an account designated in writing by Buyer to Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory at least two (2) Business Days prior to Purchaser (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Purchaser of the Purchased AssetsClosing Date; (pvii) MGT Parent a certificate, dated the Closing Date and Seller shall deliver assignments signed by a duly authorized officer of Seller, that each of the conditions set forth in form and substance reasonably satisfactory to Purchaser (the "Intellectual Property Assignments"Section 9.02(a) and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property assets to PurchaserSection 9.02(b) have been satisfied; (qviii) a duly executed IRS Form W-9 from Seller; provided, that, notwithstanding anything in this Agreement to the contrary, Xxxxx’s sole right if Seller fails to provide such IRS Form W-9 shall be to make an appropriate withholding under Section 1445 of the Code; (ix) such other customary instruments of transfer, assumption, filings or documents, in customary form and Purchaser shall have each delivered signature pages substance, as may be reasonably requested by Buyer to a Transition Services Agreement by and between Seller and Purchasergive effect to this Agreement; and (rx) All documents required by Bond Counsel in order to render customary tax and other previously undelivered items required opinions related to and necessary for the Permanent Debt Financing. (b) At the Closing, Buyer shall pay or deliver, as applicable, or shall cause to be delivered at paid or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith shall have been delivered, unless delivery has been waived as applicable: (i) the Estimated Purchase Price less the Adjustment Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the intended recipient thereof.Seller to Buyer;