Common use of Closing Deliveries by the Company Clause in Contracts

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserAcquiror: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered certificate referenced in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderSection 8.2(d); (b) a receipt for the Purchase PriceClosing Amount; (c) a true duly executed instruments of assignment and complete copyassumption of the Leased Real Property, certified executed by the Secretary Company or the applicable Subsidiary of the Company, of in form and substance reasonably satisfactory to the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsAcquiror; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior duly executed counterparts to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made Ancillary Agreements contemplated to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Companybe delivered pursuant to Section 8.2(e); (e) a good standing certificate for in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the effect that the Company from the Secretary of State of the State of Delaware dated as of is not a date not earlier than five Business Days prior to the Closing Date“foreign person”; (f) a duly executed Warrant Agreement evidence, in form and a duly executed Warrant Certificate substance reasonably satisfactory to the Acquiror, of the release of all Liens applicable to the Transferred Assets (as such term is defined in the Warrant Agreementother than Permitted Liens), representing including UCC-3 termination statements from the Warrants and issued to Persons listed on Section 2.5(f) of the PurchaserDisclosure Schedule; (g) a duly executed Registration Rights Agreementevidence, in form and substance reasonably satisfactory to the Acquiror, that the consents, approvals, permissions, acknowledgements or notices set forth on Section 2.5(g) of the Disclosure Schedule have been obtained; (h) evidence of the termination of the Voting Agreement evidence, in form and substance reasonably satisfactory to the PurchaserAcquiror, that all Contracts required to be disclosed on Section 3.18 of the Disclosure Schedule have been terminated in accordance with Section 5.10(b); (i) executed Employment Agreements and Consulting Agreementscertificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Transferred Assets for which a certificate of title or origin is required in order to transfer title thereto; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant Audited and evidence, satisfactory to the Purchaser, that the Options Grant has been made;Reviewed Financial Statements; and (k) duly executed Stock Option Agreements between such other bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the Company parties and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all of the Company's U.S. counsel with respect ’s and its Subsidiaries’ right, title and interest in and to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofTransferred Assets.

Closing Deliveries by the Company. At the each Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) a newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stockstock certificate, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock Shares being purchased hereunderat such Closing; (b) a receipt for the applicable Purchase Price; (c) for the First Closing only, a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board board of directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement the Alliance Agreements and the consummation of the Transactions (transactions contemplated hereby and thereby, including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New SecuritiesFirm Shares and the Option Shares (upon exercise of the Option), and (ii) the Amended expansion of the board of directors of the Company from five to seven directors and Restated By-lawsthe election of the individuals designated by the Purchaser in writing to the board of directors (which designees shall be to the reasonable satisfaction of the Company), each to serve until the next annual meeting of the Company's stockholders and (iii) the appointment of at least one of the Purchaser's designees to each committee of the board of directors; (d) from Battle Xxxxxx LLP, a legal opinion, addressed to the Purchaser and dated such Closing Date, substantially in the form of Exhibit 2.06(d) (except that with respect to the Option Closing Battle Xxxxxx LLP will only be required to deliver the opinion in Paragraph 6 of Exhibit 2.06(b)); (e) for the First Closing only, a copy of (i) the Certificate certificate of Incorporationincorporation, as amended, of the Company, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the applicable Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the applicable Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate certificate of Incorporation incorporation since such date, and (ii) the Byby-lawslaws of the Company, certified by the Secretary or Assistant Secretary of the Company; (ef) a for the First Closing only, good standing certificate certificates for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the such Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser;; and (g) for the First Closing only, a duly executed Registration Rights Agreement; (h) evidence certificate of the termination registrar and transfer agent of the Voting Agreement satisfactory to Company, certifying the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 number of outstanding shares of Common Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) as of a legal opinion from the Company's U.S. counsel with respect date not more than two Business Days prior to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofClosing Date.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserBuyer Parties: (a) newly issued certificate(s) for 4,500,000 shares a copy of the Series B Preferred Stock, issued to and registered in the name relevant pages of the Purchaser original share register books of (i) Luxco 1A with recorded therein the transfer of the Luxco 1A Shares to HLSS Advances and evidencing (ii) Luxco 1B with recorded therein the Series B Preferred Stock being purchased hereundertransfer of the Luxco 1B Shares to HLSS MSR-EBO; (b) a receipt for the payment of the Closing Cash Purchase Price; (c) a true and complete copy, certified by receipt for the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsNRZ Share Consideration; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior duly executed share pledge release agreement with respect to the Closing Date and accompanied by pledge on the shares of Luxco 1A in a certificate of form reasonably acceptable to the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the CompanyBuyers; (e) a good standing certificate for documentation evidencing the Company removal of all directors, officers, members, partners or similar positions from the Secretary of State Luxco 1A, Luxco 1B and each of the State Transferred Subsidiaries (other than any trustees or independent managers of Delaware dated as of a date not earlier than five Business Days any such Persons) who are in office immediately prior to the Closing DateClosing, which resignations shall be effective at, and contingent upon the occurrence of, the Closing; (f) a duly executed Warrant Agreement and copy of the 2014 Form 10-K of the Company which does not contain a duly executed Warrant Certificate “going concern” qualification or a qualification of equivalent or greater severity from its auditors with respect to its most recent fiscal year (as such term is defined the “Company Form 10-K”) to be filed in the Warrant Agreement), representing the Warrants and issued to the Purchaser;accordance with Section 5.18; and (g) a duly executed Registration Rights Agreement; (h) evidence such bills of sale, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption by HLSS Advances and HLSS MSR-EBO, as applicable, of the termination Assumed Liabilities, to vest in HLSS Advances all of the Voting Agreement satisfactory Company’s right, title and interest in, to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment under Luxco1A Shares, and to the 2003 Stock Option Plan vest in HLSS MSR-EBO all of the Company with respect Company’s right, title and interest in, to and under the Options Grant Purchased Assets (such instrument(s), the “Assignment and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (kAssumption Agreement and Xxxx of Sale”) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from by the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaserdeliver: (a) newly a stock certificate issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and GES evidencing the Series B Preferred Stock being purchased hereunderGES Shares; (b) a receipt for stock certificate issued in the Purchase Pricename of RAC evidencing the RAC Shares; (c) a true the Xxxx of Sale, Assignment and complete copyAssumption Agreement, certified duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing Company certifying as to: (i) its authorization the resolutions of the execution Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the consummation of the Transactions (including the entering into the Warrant Company pursuant to this Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, transactions contemplated hereby; and (ii) the Amended incumbency and Restated By-lawssignatures of the officers of the Company executing the documents listed in Section 3.4(i) hereof; (di) a copy certificate of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and ten (ii10) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (, as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence good standing of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting AgreementsCompany in such state(s); (j) a duly certificate executed amendment to the 2003 Stock Option Plan by an authorized officer of the Company with respect certifying as to the Options Grant matters set forth in Sections 10.5, 10.6, 11.3, and evidence, satisfactory to the Purchaser, that the Options Grant has been made;11.4; and (k) duly executed Stock Option Agreements between such other documents as any Contributor may reasonably request to carry out the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to purposes of this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At the Closing, the Company Company, shall deliver have delivered, or cause shall have caused to be delivered delivered, all in form and substance satisfactory to the PurchaserMembers, the following: (a) newly issued certificate(s) for 4,500,000 shares the Registration Rights Agreement executed by the Company and the stockholders of the Series B Preferred Stock, issued to and registered Company named therein in the name of form attached hereto as Exhibit C (the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder"Registration Rights Agreement"); (b) a receipt for the Purchase PriceInvestor Rights Agreement executed by the Company and the stockholders of the Company named therein in the form attached hereto as Exhibit D (the "Investor Rights Agreement"); (c) a true and complete copy, certified Sovereign Management Agreement executed by the Secretary of the Company, Sovereign and the stockholders of the resolutions duly and validly adopted Company named therein in the form attached hereto as Exhibit E; (d) Certificates issued by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware Nevada certifying that the Company has legal existence and the issuance of the New Securities, is in good standing; and (ii) the Amended and Restated By-lawsSecretary of State (or similar authority) of each jurisdiction in which the Company has qualified to do business as a foreign corporation (or is required to be so qualified) as to such foreign qualification; (de) a copy of (i) the Certificate of Incorporation, certified A certificate issued by the Secretary of State of the State of Delaware, as Nevada certifying that the Articles of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of Incorporation (including the Certificate of AmendmentDesignation for the Company Convertible Preferred Stock), as amended as set forth in Exhibit A, have been made to such Certificate of Incorporation since such date, filed and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Dateare effective; (f) a duly A certificate executed Warrant by the Secretary of the Company certifying (i) the names of the officers of the Company authorized to sign this Agreement and a duly the other agreements, documents and instruments executed Warrant Certificate by the Company pursuant hereto, together with the true signatures of such officers; (as such term is defined ii) copies of consent actions taken by the Board of Directors of the Company authorizing the appropriate officers of the Company to execute and deliver this Agreement and all agreements, documents and instruments executed by the Company pursuant hereto, and to consummate the transactions contemplated hereby and thereby, including, without limitation: (A) the adoption, the effectiveness, and setting forth copies of the Amendment to the Bylaws in the Warrant Agreement), representing form attached hereto as Exhibit F; and (B) the Warrants and issued to issuance of the PurchaserCompany Shares; (g) a duly executed Registration Rights AgreementAn opinion of Richardson & Patel, LLP, dxxxx xx xx thx Xxxsing date, in the form attached hereto as Exhibit G; (h) evidence of Stock certificates evidencing the termination of the Voting Agreement satisfactory to the Purchaser;Closing Shares; and (i) executed Employment Agreements Such other supporting documents and Consulting Agreements; (j) a duly executed amendment to certificates as the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters Members may reasonably request or as set forth in Exhibit G attached may be required pursuant to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. (a) At the First Closing, the Company shall deliver or cause to be delivered to the PurchaserInvestor: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of IncorporationInvestor Rights Agreement, certified duly executed by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (eii) the written consent in form and substance reasonably satisfactory to the Investor, duly executed by the holders of at least a good standing certificate for the Company from the Secretary of State majority of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate Registrable Securities (as such term is defined in that certain Shareholders Agreement dated as of November 8, 2010, by and among the Warrant Agreement), representing Company and the Warrants and issued other parties set forth therein) outstanding immediately prior to the Purchaser; (g) a duly executed Registration First Closing, acknowledging and consenting to the Company’s granting to the Investor the registration rights set forth in the Investor Rights Agreement; (hiii) evidence a copy of the termination board resolutions of the Voting Agreement Company authorizing and approving this Agreement, the other Transaction Documents and the transactions contemplated hereunder and thereunder; (iv) a duly executed certificate in form reasonably satisfactory to the PurchaserInvestor, issued in the name of the Investor and evidencing the First Closing Shares purchased by the Investor at the First Closing; (v) a copy of the Company’s Register of Members as of the date of the First Closing, certified as true and accurate by the registered agent of the Company, evidencing the First Closing Shares purchased by the Investor at the First Closing; and (vi) such other documents required to be delivered by Company under Section 5.2 hereof. (b) At the Second Closing, the Company shall deliver to the Investor: (i) a duly executed Employment Agreements certificate in form reasonably satisfactory to the Investor, issued in the name of the Investor and Consulting Agreementsevidencing the Second Closing Shares purchased by the Investor at the Second Closing; (jii) a copy of the Company’s Register of Members as of the date of the Second Closing, certified as true and accurate by the registered agent of the Company, evidencing the Second Closing Shares purchased by the Investor at the Second Closing; and (iii) such other documents required to be delivered by Company under Section 5.2 hereof. (c) At the Third Closing, the Company shall deliver to the Investor: (i) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, certificate in form reasonably satisfactory to the PurchaserInvestor, that issued in the Options Grant has been madename of the Investor and evidencing the Third Closing Shares purchased by the Investor at the Third Closing; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (lii) a legal opinion from copy of the Company's U.S. counsel with respect to such matters ’s Register of Members as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from of the date of the Third Closing, certified as true and accurate by the registered agent of the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from evidencing the BoardThird Closing Shares purchased by the Investor at the Third Closing; and (oiii) an officer's such other documents required to be delivered by Company under Section 5.2 hereof. (d) At the Fourth Closing, the Company shall deliver to the Investor: (i) a duly executed certificate in form reasonably satisfactory to the Investor, issued in the name of the Chief Executive Officer Investor and Chief Financial Officer evidencing the Fourth Closing Shares purchased by the Investor at the Fourth Closing; (ii) a copy of the Company certifying the satisfaction Company’s Register of Members as of the conditions set forth in Sections 6.03(adate of the Fourth Closing, certified as true and accurate by the registered agent of the Company, evidencing the Fourth Closing Shares purchased by the Investor at the Fourth Closing; and (iii) and (e) such other documents required to be delivered by Company under Section 5.2 hereof.

Closing Deliveries by the Company. At the Swap Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and stock certificates evidencing the Series B Preferred Stock being purchased hereunderFirst Tranche Shares; (b) a receipt for stock certificates evidencing the Purchase PriceSecond Tranche Shares; (c) stock certificates evidencing the Common Stock to be issued to Purchaser in accordance with Section 4.04(a)(i) and Section 4.04(b)(i). (d) the Warrants duly executed by the Company; (e) original counterparts of the Investor Rights Agreement duly executed by the Company; (f) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its their authorization of the execution and delivery of this Agreement and the Ancillary Documents to which the Company or any of its Subsidiaries is a party, (ii) the consummation of the Transactions applicable to the Company or any of its Subsidiaries, (including iii) the entering into decrease in the Warrant number of total members of the Board from eight (8) to seven (7), (iv) the appointment of six (6) directors of the Board nominated by Purchaser and (v) amendments to the charters for the nominating and governance committee and the compensation committee of the Board to remove any requirements regarding the minimum number of independent directors on such committees to the extent permitted by Law, in the case of (iii), (iv) and (v) above, effective upon the Swap Closing; (g) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement and the Registration Rights Agreement) Ancillary Documents to which the Company or any of its Subsidiaries is a party and the filing other documents to be delivered hereunder and thereunder by the Company or any of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsits Subsidiaries; (dh) the resignations, effective as of the Swap Closing, of the four directors of the Company appointed by the holders of the Junior Preferred Stock and three additional directors to be identified by the Company at least five (5) Business Days prior to the Swap Closing as the directors of the Company; (i) a copy of (i) the Certificate of Incorporation, as amended, of the Company, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Swap Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing DateSwap Closing, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate of Incorporation since such date, date other than as contemplated by this Agreement and (ii) the amended and restated by-laws of the Company in the form attached hereto as Exhibit 4.06(i) (the “Amended and Restated By-laws”), effective upon the Swap Closing, duly adopted by the Board and certified by the Secretary or Assistant Secretary of the Company; (ej) certified copies of (i) the Certificate of Designations of Series B-1 Preferred Stock, (ii) the Certificate of Designations of Series B-2 Preferred Stock, (iii) the Amendment to the Certificate of Designations of Senior Preferred Stock, (iv) the Amendment to the Certificate of Designations of Junior Preferred Stock and (v) the Amendment to the Certificate of Incorporation, in each case, duly filed with the Secretary of State of the State of Delaware on the Closing Date; (k) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx XxxxxxxSwap Closing; (l) a legal opinion from receipt for the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this AgreementFirst Tranche Price and the Second Tranche Price; (m) original copies of the Release Letter executed by each of the Initial Investors of Junior Preferred Stock that is not a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this AgreementKey Junior Preferred Stockholder; (n) a copy of each of (i) the Amendment to the Indenture, (ii) the New Indenture, and (iii) the New Senior Notes, in each case, duly executed resignations by the Company and the Indenture Trustee (or authenticated by the Indenture Trustee, in the case of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev the New Senior Notes) and Xxxxxxx X. Xxxxx from a certificate of a duly authorized officer of the Board; andCompany certifying that the Amendment to the Indenture and the New Indenture have each become effective; (o) an officer's a certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying that the satisfaction Company has sufficient “surplus” (as defined in Section 154 of the conditions set forth in Sections 6.03(aDGCL) to redeem the Remaining Preferred Stock pursuant to Section 7.16; and (p) a certificate of the Secretary or an Assistant Secretary of the Company certifying that the Common Stockholder Approvals and (e) hereofthe Preferred Stockholder Consents have been obtained.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserTH and PCLN SUB: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name case of TH, the Purchaser TH Shares, the New TH Shares and evidencing the Series B Preferred Stock being purchased hereunderTH Services Shares; and in the case of PCLN SUB, the PCLN Shares and the Priceline Shares; (b) the agreements and documents listed in Exhibit A, in each case, duly executed by a receipt for the Purchase Price;duly authorized officer of each party indicated in such Exhibit; and (c) a true and complete copy, certified by the Secretary correct copy of a certificate of a Director of the Company, of Company certifying as to (i) the resolutions duly and validly adopted by the its Board of Directors or its shareholders (as appropriate), evidencing (iA) its in the case of TH, the issuance of the TH Conversion Shares, the TH Shares, the New TH Shares and the TH Services Shares and the re-purchase of TH Exchange Shares; and in the case of PCLN SUB, the issuance of the PCLN Conversion Shares, the PCLN Shares and the Priceline Shares and the re-purchase of the PCLN Exchange Shares; (B) the Sub-division and the increase in the authorized share capital of the Company to $36,000,000 and the subsequent decrease in the authorized share capital of the Company to $24,530,000 (consisting of 122,650,000 Shares of $0.20 nominal or par value each), by the cancellation of 57,350,000 Shares of the Company’s authorized share capital which have not been subscribed or agreed to be subscribed by any person; (C) the authorization of the grant of the TH Option and any subsequent issue of the TH Option Shares pursuant thereto, and the reduction of the conversion price for the TH Convertible Note and the PCLN SUB Convertible Note pursuant to this Agreement; and (D) the authorization of the execution and delivery of this Agreement and each agreement and document listed in Exhibit A to which it is a party and the consummation of the Transactions (including the entering into the Warrant Agreement transactions contemplated hereby and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securitiesthereby, and (ii) the Amended incumbency and Restated By-laws; (d) a copy specimen signature of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized each officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made Company executing this Agreement and each agreement and document listed in Exhibit A to such Certificate of Incorporation since such datewhich it is a party, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined any other document delivered in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofconnection herewith.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserInvestor: (a) newly issued certificate(s) for 4,500,000 a stock certificate representing 700,000 shares of Common Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Series B Preferred Stock, issued to Investor and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderwith all required stock transfer tax stamps affixed; (b) a receipt for the Purchase PriceQuantRx Option, substantially in the form of Exhibit B (the "Option Agreement"); (c) an executed counterpart of the Amended and Restated Investors' Rights Agreement; (d) a copy of the consulting agreement, executed by Dr. Elmaleh and the Company, substantially in the form attxxxxx xxxxxx xx Exhibit C; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement each of the Transaction Documents and the consummation of the Transactions (including the entering into the Warrant Agreement transactions contemplated hereby and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsthereby; (df) a certificate of a duly authorized officer of the Company certifying as to the matters set forth in Section 6.02; (g) a copy of (i) the Certificate of Incorporation, as amended (or similar organizational documents), of the Company, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Dateeach Closing, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate of Incorporation (or similar organizational documents) since such date, and (ii) the By-laws, laws (or similar organizational documents) of the Company certified by the Secretary or Assistant Secretary of the Company;; and (eh) a good standing certificate certificates for the Company from the Secretary of State of the State of Delaware and from the Secretary of State in each other jurisdiction in which the properties owned or leased by the Company, or the operation of its business in such jurisdiction, requires the Company to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofClosing.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to Parent the Purchaserfollowing: (a) newly issued certificate(s) for 4,500,000 shares the Agreement of Merger, duly executed by an authorized officer of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (b) a receipt for evidence reasonably satisfactory to Parent that the Purchase PriceLiens granted under the Debenture Supplement with respect to the equity and assets of the Company and its Subsidiaries have been or will be released as of the Closing; (c) executed copies of each third-party consent, approval, notification or amendment listed on Schedule 4.05; (d) executed counterparts of each of the Ancillary Agreements (as applicable); (e) audited financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries for the year ended December 31, 2020, such financial statements have been prepared in conformity with the International Financial Reporting Standards; (f) certificates of good standing for the Company and each of its Subsidiaries issued by the jurisdiction in which such Person is organized, dated as of a date not earlier than ten (10) days prior to the Closing; (g) complete and correct copies of the minute books, stock books, ledgers and registers, if any, and other records relating to the organization, ownership and maintenance of the Company and each of its Subsidiaries, if not currently located on the premises of the Company; (h) a certification duly executed by the Company and dated as of the Closing Date, in form and substance required under Regulations Section 1.897-2(h)(2) and 1.1445-2(c)(3) and reasonably acceptable to Parent, certifying that none of the equity interests in the Company is a “United States real property interest” within the meaning of Section 897 of the Code; (i) countersigned releases and resignations, effective as of the Closing, of such officers and directors of the Company and each of its Subsidiaries, as designated by Parent, in such form as are acceptable to counsel to the Company; (j) a certificate from a duly authorized officer of the Sole Stockholder, dated as of the Closing, (i) certifying and attaching true and complete copy, certified by the Secretary copies of the Company, of (A) the resolutions duly and validly adopted by the Board evidencing (i) its authorization Sole Stockholder Board, and the board of directors of the execution Company, respectively, authorizing the execution, delivery and delivery performance of this Agreement Agreement, the Ancillary Agreements (as applicable) and the consummation of the Transactions transactions contemplated hereby and thereby and approved by their respective members and shareholder; (including B) the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing certificate of incorporation of the Certificate of Amendment with Company, as amended to date and as currently in effect; (C) the Secretary of State bylaws of the State of Delaware Company, as amended to date and currently in effect, and (D) the issuance operating agreement of the New SecuritiesSole Stockholder, as amended to date and as currently in effect; and (ii) certifying the Amended names and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State specimen signatures of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate officers of the Secretary or Assistant Secretary or other each of the Sole Stockholder and the Company authorized officer of to sign this Agreement and the Ancillary Agreements to which the Sole Stockholder and the Company, dated as of applicable, is a party and the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made documents to such Certificate of Incorporation since such date, be delivered hereunder and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been madethereunder; (k) duly executed Stock Option Agreements between all certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments required to be delivered under any of the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx;Ancillary Agreements; and (l) a legal opinion from such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by Parent in order to effectuate or evidence the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereoftransactions contemplated hereby.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to Parent the Purchaserfollowing: (ai) newly issued certificate(s) for 4,500,000 shares the Certificate of Merger, pursuant to the DGCL, duly executed by an authorized officer of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (bii) a receipt for executed counterparts of each of the Purchase PriceAncillary Agreements (as applicable) and an executed CBA Letter on such terms and conditions reasonably approved by Parent; (ciii) a true and complete copy, certified good standing certificates for the Company issued by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified for each Subsidiary issued by the Secretary appropriate Governmental Authority in the organizational jurisdiction of State of the State of Delawaresuch Subsidiary, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Companyin either case, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing DateClosing; (fiv) a certification duly executed Warrant Agreement by the Company and a duly executed Warrant Certificate (dated as such term is defined of the Closing Date, in form and substance required under Regulations Section 1.897-2(h)(2) and 1.1445-2I(3) and reasonably acceptable to Parent, certifying that none of the equity interests in the Warrant Agreement), representing Company is a “United States real property interest” within the Warrants and issued to meaning of Section 897 of the PurchaserCode; (gv) a duly executed Registration Rights Agreementreleases and resignations of the managers, officers and directors of the Companies, effective as of the Closing, in form and substance satisfactory to Parent; (hvi) evidence except those items identified on Section 6.02(f) of the termination Disclosure Schedule, executed copies of consents and approvals from each manager or board of managers, as applicable, of each of the Voting Agreement satisfactory to California Entities and the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company Iowa Entity, deemed necessary by Parent in its commercially reasonable judgment, with respect to the Options Grant California Licensee Assignment and evidence, satisfactory Iowa Licensee Assignment in order to authorize the Purchaser, that transactions contemplated by this Agreement and the Options Grant has been madeCalifornia Licensee Assignment and Iowa Licensee Assignment; (kvii) duly executed Stock Option Agreements between complete and correct copies of the Company minute books, equity interest transfer books and Xxxxxx Xxxxxxcompany certificates, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxxall company seals and financial and accounting books and records of the Companies; (lviii) a legal opinion from complete list of all living marijuana plants and bagged inventory of marijuana, marijuana products and other cannabis materials in possession of the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this AgreementCompanies and the Washington Entities on the Closing Date (the “Cannabis Inventory”); (mix) a legal opinion certificate from a duly authorized officer of the Company's Russian counsel with respect to such matters , dated as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer Closing, (i) certifying that attached thereto are true and Chief Financial Officer complete copies of (A) the Company Board Recommendation, the resolutions and consents duly and validly adopted by the board of directors of the Company as provided for in Section 3.01(c) and the Company Stockholders authorizing the execution, delivery and performance of this Agreement including the Written Consent, the Ancillary Agreements (as applicable), the adoption of this Agreement, the consummation of the Merger and other transactions contemplated hereby and thereby and waiver and termination of the Investor Agreements; (B) the certificate of incorporation of the Company, as amended to date and as currently in effect; and (C) the bylaws of the Company, as amended to date and as currently in effect; (ii) certifying the satisfaction names and specimen signatures of the officers of the Company authorized to sign this Agreement and the Ancillary Agreements to which the Company is a party and the other documents to be delivered hereunder and thereunder; and (iii) certifying that each of the conditions set forth in Sections 6.03(a) Section 7.01 and Section 7.02 have been satisfied; and (eiv) hereofcertifying the Closing Date Cash Amount; and (x) such other certificates or other documents reasonably requested and necessary to effectuate the transactions contemplated hereby.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to Parent the Purchaserfollowing: (a) newly issued certificate(s) for 4,500,000 shares the Agreement of Merger, duly executed by an authorized officer of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (b) a receipt for evidence reasonably satisfactory to Parent of the Purchase Priceamount required to pay in full all outstanding Senior Secured Notes; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsevidence reasonably satisfactory to Parent that all outstanding Convertible Promissory Notes have been converted; (d) a copy executed copies of each third-party consent, approval, notification or amendment listed on Schedule 2.13; (ie) executed counterparts of each of the Certificate Ancillary Agreements (as applicable); (f) within ninety (90) days after the Closing Date, audited financial statements (including the related notes thereto) of Incorporationthe Company and its consolidated subsidiaries for the year ended December 31, certified 2020, such financial statements have been prepared in conformity with the International Financial Reporting Standards; (g) certificates of good standing for the Company and each of the Subsidiaries issued by the California Secretary of State of the State of DelawareState, dated as of a date not earlier than five Business Days 10 days prior to the Closing; (h) complete and correct copies of the minute books, stock books, ledgers and registers, if any, and other records relating to the organization, ownership and maintenance of the Company and each Subsidiary, if not currently located on the premises of the Company; (i) a certification duly executed by the Company and dated as of the Closing Date Date, in form and accompanied substance required under Regulations Section 1.897-2(h)(2) and 1.1445-2(c)(3) and reasonably acceptable to Parent, certifying that none of the equity interests in the Company is a “United States real property interest” within the meaning of Section 897 of the Code; (j) countersigned releases and resignations, effective as of the Closing, of such officers and directors of the Company and each Subsidiary, as designated by Parent, in such form as are acceptable to counsel to Parent; (k) payoff letters, releases and lien discharges (or agreements therefor), each in a form reasonably satisfactory to Parent from each creditor or vendor that has a claim that is part of the Indebtedness or Transaction Expenses (the “Payoff Letters”), such Payoff Letters to also specify the amount owed to such creditors as well as wire instructions for any payment to be made to any of them; (l) a certificate of the Secretary or Assistant Secretary or other from a duly authorized officer of the Company, dated as of the Closing DateClosing, (i) certifying and attaching true and complete copies of (A) the resolutions duly and validly adopted by the Company Board and the Stockholders authorizing the execution, stating that no amendmentsdelivery and performance of this Agreement, other 15 than the filing Ancillary Agreements (as applicable) and the consummation of the Certificate transactions contemplated hereby and thereby; (B) the certificate of Amendmentincorporation of the Company, have been made as amended to such Certificate date and as currently in effect; and (C) the bylaws of Incorporation since such datethe Company, as amended to date and as currently in effect; and (ii) certifying the By-laws, certified by the Secretary or Assistant Secretary names and specimen signatures of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan officers of the Company with respect authorized to sign this Agreement and the Options Grant and evidence, satisfactory Ancillary Agreements to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between which the Company is a party and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx the other documents to be delivered hereunder and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreementthereunder; (m) a legal opinion from all certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments required to be delivered under any of the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement;Ancillary Agreements; and (n) duly executed resignations of Xxxxx Xxxxxxxsuch other certificates, Xxxxxx XxXxxxxxxxdocuments, Xxxxxx Xxxxxxxxschedules, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by Parent in order to effectuate or evidence the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereoftransactions contemplated hereby.

Closing Deliveries by the Company. (a) At the Initial Closing, the Company shall deliver or cause to be delivered to the PurchaserInvestor: (ai) newly issued certificate(s) for 4,500,000 a certificate evidencing 100 shares of the Series B A Preferred Stock, issued to Stock in definitive form and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderInvestor; (bii) a receipt for certificate from the Purchase Price;Company, signed by a duly authorized officer, to the effect that the Company's Initial Closing Representations are true and correct as of the Initial Closing, with the same force and effect as if made on the date of the Initial Closing, and that all covenants and agreements of the Company contained in this Agreement to be complied with on or prior to the Initial Closing have been complied with; and (ciii) a true and complete copycopies, certified by the Secretary of the Company, of the Charter and By-laws of the Company and of the resolutions duly and validly adopted by the its Board of Directors, evidencing (i) its their authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing consummation of the Certificate transactions contemplated hereby and thereby. (b) At the Subsequent Closing, the Company shall deliver to the Investor: (i) a certificate evidencing the number of Amendment with shares of Series A Preferred Stock purchased by the Secretary Investor pursuant to Section 2.01(b) of State this Agreement, such certificate to be in definitive form and registered in the name of the State of Delaware and the issuance of the New Securities, and Investor; (ii) a certificate from the Amended Company, signed by a duly authorized officer, to the effect that the Company's Subsequent Closing Representations are true and Restated By-laws;correct as of the Subsequent Closing, with the same force and effect as if made on the date of the Subsequent Closing, and that all covenants and agreements of the Company contained in this Agreement to be complied with on or prior to the Subsequent Closing have been complied with; and (diii) a copy of (i) the Certificate of Incorporationtrue and complete copies, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing Charter and By-laws of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, Company and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary resolutions duly and validly adopted by its Board of State Directors, evidencing their authorization of the State execution and delivery of Delaware dated as of a date not earlier than five Business Days prior to this Agreement and the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence consummation of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements transactions contemplated hereby and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofthereby.

Closing Deliveries by the Company. At the Closing, subject to the terms and conditions hereof, the Company shall deliver or cause to be delivered to the Purchaser:to (a) newly issued certificate(sthe Investors the following: (i) for 4,500,000 shares counterpart originals of this Agreement, duly executed by the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (bii) a receipt for Warrant Certificates, duly executed by the Purchase PriceCompany, to purchase the number of Warrant Shares set forth opposite such Investor's name on Exhibit E; (ciii) a true copy of (I) the Charter, and complete copy(ii) the resolutions of the Board of Directors of the Company approving the authorization of the Shares and the Warrants, the reservation of the Conversion Shares and the Warrant Shares, the execution and delivery of this Agreement, the Related Agreements, the Warrant Certificates and all other agreements, documents and instruments to be executed and delivered by the Company pursuant hereto, the consummation of the transactions contemplated hereby and thereby and the performance by the Company of its obligations hereunder and thereunder, each duly certified by the Secretary of the Company, Company as true and correct and in full force and effect as of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsClosing Date; (div) a copy certificate of incumbency for the officer or officers of the Company executing this Agreement, the Warrant Certificates, the Related Agreements or any other agreement, document or instrument to be executed and delivered by the Company pursuant hereto; and (iv) a certificate of existence and good standing and of the Certificate formation of Incorporation, certified the Company issued by the Secretary of State of the State of Delaware, as of a dated the most recent practical date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company;Closing. (ea) a good standing certificate for SDS the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser;following: (i) counterpart originals of the SDS Escrow Agreement, the Stockholders Agreement in the form attached hereto as Exhibit G (the "Stockholders Agreement"), the Charter and the Software License (this Agreement, the Charter, the Stockholders Agreement, the SDS Escrow Agreement, the Merlin Escrow Agreement, the Software License and the Software Escrow Agreement (as defined herein), being referred to herein as the "Related Agreements"), each duly executed Employment Agreements and Consulting Agreementsby the Company and, in the case of the Stockholders Agreement, all of the other parties thereto other than the Investors; (jii) a duly executed amendment certificate or certificates representing 25,000 Shares; (iii) evidence reasonably satisfactory to SDS that the 2003 Stock Option Plan authorized size of the Board of Directors of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been madeis five members; (kiv) duly executed Stock Option Agreements copies of any and all consents, permits and waivers necessary or appropriate for the consummation of the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to SDS; (v) payment in accordance with Section 6.11 of the reasonable fees and expenses of the legal counsel for SDS and SDS's reasonable due diligence expenses, made via permission for SDS to deduct up to US$ 50,000 from SDS's wire transfer made pursuant to Section 2.6(c); (vi) copies of all other documents of the Company as SDS shall reasonably request in connection with the transactions contemplated by this Agreement; and (vii) a summary of all correspondence between the Company and Xxxxxx XxxxxxICICI Inc., Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx an Indian corporation ("ICICI") or its affiliates and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations any memoranda of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of understanding entered between the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofICICI.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserInvestor or its designated custodian: (a) newly issued certificate(s) for 4,500,000 shares of a certificate representing the Series B Preferred Stock, issued to and Shares registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderInvestor; (b) a receipt for the Purchase Priceofficer’s certificate contemplated in Section 6.03(c); (c) a true and complete copy, certified by certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Investor, certifying, among other things, as to true and complete copies of (i) the resolutions duly and validly adopted by the Board board of directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement each of the Transaction Agreements and the consummation of the Transactions (including the entering into the Warrant Agreement transactions contemplated hereby and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securitiesthereby, and (ii) the Company’s Amended and Restated By-lawsArticles of Incorporation and (iii) the Company’s Second Amended and Restated Bylaws (each of (i), (ii) and (iii) shall be attached as exhibits to such certificate); (d) a copy an opinion of (i) Xxxxxx & Whitney LLP, Utah counsel for the Certificate Company, in substantially the form attached hereto as Exhibit A-1, (ii) Xxxxxx & Xxxxxxx LLP, corporate counsel for the Company in substantially the form attached hereto as Exhibit A-2 and (iii) Xxxxxxx Xxxxxxxx, the Company’s counsel, reasonably satisfactory to the Investor, in substantially the form attached hereto as Exhibit A-3, each dated as of Incorporation, the Closing Date; (e) a copy of the Company’s Amended and Restated Articles of Incorporation certified as a true and complete copy by the Secretary of State of the State of Delaware, Utah as of a date not earlier than within five (5) Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement evidence of the formation and a duly executed Warrant Certificate (as such term is defined good standing of the Company in the Warrant Agreement), representing State of Utah as of a date within five (5) Business Days of the Warrants and issued to the PurchaserClosing Date; (g) a duly executed Registration Rights Agreement;letter from the Company’s registrar for the Common Stock certifying the number of shares of Common Stock outstanding on the Business Day prior to the Closing Date; and (h) evidence a certificate as to the Company’s nonforeign status which satisfies the requirements of Section 1445(b)(2) of the termination Internal Revenue Code of the Voting Agreement 1986, as amended, and Treasury Regulations Section 1.1445-2(b)(2), in form and substance reasonable satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofInvestor.

Closing Deliveries by the Company. At The obligations of each Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the Company shall deliver or cause to be delivered to the Purchaserfollowing conditions unless otherwise waived: (a) newly issued certificate(s) for 4,500,000 shares The representations and warranties of the Series B Preferred Stock, issued to Company contained in Section 2.1 shall be true and registered correct in the name all respects as of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder;Closing. (b) a receipt for The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchase Price;Company on or before the Closing. (c) The President of the Company shall deliver to the Purchasers at the Closing a true certificate certifying that the conditions specified in Subsections 1.4(a) and complete copy1.4(b) have been fulfilled. (d) As of the Closing, certified the authorized size of the Board of Directors shall be seven (7), and the Board of Directors shall be comprised of the five (5) current directors and two (2) designees of the Purchasers (the “Purchaser Designees”), who shall initially be Txx Xxxxxxxx and one designee of Horizons (as defined in the Investors’ Rights Agreement), and shall be subject to further modification in accordance with the Investors’ Rights Agreement. The Company shall have executed and delivered an Indemnification Agreement in the form attached hereto as Exhibit A to each Purchaser Designee. (e) The Company shall deliver certificates evidencing the Shares purchased by each Purchaser, registered in their respective names. (f) The Company, each other Purchaser and the other shareholders of the Company named as parties thereto shall have executed the Investors’ Rights Agreement in the form of Exhibit B hereto (the “Investors’ Rights Agreement”). (g) The Company shall deliver copies of all material consents, authorizations, filings, licenses, approvals, and notice required or otherwise reasonably requested by the Secretary Purchasers in connection with the execution, delivery and performance by the Company, or the validity and enforceability of, this Agreement and all the Other Agreements (as hereinafter defined) to which each Purchaser is a party. (h) The secretary of the Company shall deliver to each Purchaser a certificate certifying the Articles of Incorporation and bylaws of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization directors and shareholders of the execution and delivery of Company in connection with this Agreement and the consummation transactions contemplated hereby, and the incumbency of certain officers of the Transactions Company in the form of Exhibit C hereto. (including i) The Company shall deliver to each Purchaser copies of certificates issued by the entering into appropriate governmental authorities evidencing the Warrant Agreement and the Registration Rights Agreement) and the filing good standing of the Company as of a date not more than three (3) days prior to the Closing Date as a corporation organized under the laws of the State of Nevada. (j) The Company shall deliver to each Purchaser copies of certificates issued by the appropriate governmental authorities evidencing the good standing of each Subsidiary (as hereinafter defined) as of a date not more than three (3) days prior to the Closing Date as a corporation organized under the laws of their respective jurisdictions of incorporation. (k) The Company shall have filed a Certificate of Amendment Designation with respect to the shares of Preferred Stock being issued upon conversion of the LOC Note (as defined below) as contemplated by Section 1.4(q)(i) with the Secretary of State of the State of Delaware Nevada and the issuance of the New Securities, shall be in full force and (ii) the Amended and Restated By-laws;effect.. (d1) a copy of (i) the Certificate of IncorporationThe Purchasers shall have received from Gxxxxxxxx Xxxxxxx Boulris PLLC, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of counsel for the Company, an opinion, dated as of the Closing DateClosing, stating that no amendmentsin substantially the form of Exhibit D attached to this Agreement. (m) The Company shall deliver to each Purchaser such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement. (n) The Purchasers shall have completed their legal, financial, management, technical, intellectual properties, business operation, permits and regulatory compliance and business due diligence investigation of the Company to their satisfaction. (o) The Company shall have entered into a summary of terms outlining the material terms of a proposed joint venture in a form acceptable to the Purchasers (the “JV”). (p) Any existing registration rights, other 15 than registration rights in favor of CD Financial, LLC (“CD Financial”) or its Affiliates pursuant to the filing Investors’ Rights Agreement, shall have been terminated. (q) The consummation of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser;following contemporaneous financial transactions: (i) executed Employment Agreements Contemporaneously with and/or prior to Closing, the principal balance of the Company’s current line of credit note (“LOC Note”) as of April 16, 2015 in the amount of $8,800,000, payable to CD Financial, LLC (“CD Financial”), will be reduced by $4,000,000. In addition, at Closing, the maturity date of the LOC Note shall be extended to January 2, 2020 and Consulting Agreements;the borrowing cap thereunder shall be reduced to $4,500,000. All other terms of the LOC Note will remain unchanged. The $4,000,000 principal reduction will be converted at Closing by CD Financial into a new series of preferred stock of the Company, designated as Series D Preferred Stock with terms comparable to the other outstanding series of preferred stock held by CD Financial and reasonably satisfactory the Purchasers. The Series D Preferred Stock will bear a cash dividend of 5% per annum, payable quarterly, and will be convertible, at the holder’s option, into shares of Common Stock at a conversion rate of $0.86 per share (subject to customary anti-dilution adjustments), through January 2, 2020 or through such earlier date as the LOC Note is repaid in full, if CD Financial elects not to exercise its conversion rights thereunder. (jii) a duly executed amendment The current $1.5 million convertible note (the “CDS Note”) payable by the Company to CDS Ventures of South Florida, LLC (“CDS Ventures”), will be purchased at Closing by certain of the 2003 Purchasers from CDS Ventures for $4,450,000 and thereupon, converted in full into shares of Common Stock Option Plan of the Company in accordance with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofits terms.

Closing Deliveries by the Company. At the Swap Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and stock certificates evidencing the Series B Preferred Stock being purchased hereunderFirst Tranche Shares; (b) a receipt for stock certificates evidencing the Purchase PriceSecond Tranche Shares; (c) the Warrants duly executed by the Company; (d) original counterparts of the Investor Rights Agreement duly executed by the Company; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its their authorization of the execution and delivery of this Agreement and the Ancillary Documents to which the Company or any of its Subsidiaries is a party, (ii) the consummation of the Transactions applicable to the Company or any of its Subsidiaries, (including iii) the entering into decrease in the Warrant number of total members of the Board from eight (8) to seven (7), (iv) the appointment of four (4) directors of the Board nominated by Purchaser and (v) amendments to the charters for the nominating and governance committee and the compensation committee of the Board to remove any requirements regarding the minimum number of independent directors on such committees to the extent permitted by Law, in the case of (iii), (iv) and (v) above, effective upon the Swap Closing; (f) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement and the Registration Rights Agreement) Ancillary Documents to which the Company or any of its Subsidiaries is a party and the filing other documents to be delivered hereunder and thereunder by the Company or any of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsits Subsidiaries; (dg) the resignations, effective as of the Swap Closing, of the four directors of the Company appointed by the holders of the Junior Preferred Stock and one additional director to be identified by the Company at least five (5) Business Days prior to the Swap Closing as the directors of the Company; (h) a copy of (i) the Certificate of Incorporation, as amended, of the Company, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Swap Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing DateSwap Closing, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate of Incorporation since such date, date other than as contemplated by this Agreement and (ii) the amended and restated by-laws of the Company in the form attached hereto as Exhibit 4.05(i) (the “Amended and Restated By-laws”), effective upon the Swap Closing, duly adopted by the Board and certified by the Secretary or Assistant Secretary of the Company; (ei) certified copies of (i) the Certificate of Designations of Series B-1 Preferred Stock, (ii) the Certificate of Designations of Series B-2 Preferred Stock, (iii) the Amendment to the Certificate of Designations of Senior Preferred Stock, (iv) the Amendment to the Certificate of Designations of Junior Preferred Stock and (v) the Amendment to the Certificate of Incorporation, in each case, duly filed with the Secretary of State of the State of Delaware on the Closing Date; (j) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing DateSwap Closing; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At the Closing, the Company shall deliver deliver, or cause to be delivered delivered, to the PurchaserBuyer: (a) newly issued certificate(s) for 4,500,000 shares an extract of the Series B Preferred Stock, issued to and registered in the name register of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer members of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, Date and (ii) the By-laws, duly certified by the Secretary or Assistant Secretary registered agent of the Company, evidencing the ownership by Buyer of all of the Subscription Shares; (b) the duly executed Subscription Warrant substantially in the form attached hereto as Exhibit A; (c) a PDF copy of the share certificate registered in the name of Buyer, representing the Subscription Shares; (d) duly executed resignation and release letters, dated as of the Closing Date and substantially in the form attached hereto as Exhibit B, of each of the two (2) directors of the Company that are listed on Schedule A (the “Outgoing Directors”), evidencing their resignation as members of the Company Board; (e) a copy of the register of directors of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing the Company Board being composed of eight (8) directors, the resignation of each of the Outgoing Directors as directors of the Company and the appointment of the two (2) individuals set forth on Schedule B (the “Buyer Directors”) as directors of the Company; (ef) a good standing certificate for the Company from the Secretary of State certified copy of the State resolutions (in the form of Delaware dated minutes or otherwise) passed by the shareholders of each of Xxxxxxx Huitong and Xxxxxxx Gaochuang approving the appointment of Xx. XXX Zhi (阎志) to the board of directors of each of Xxxxxxx Huitong and Xxxxxxx Gaochuang, in each case, effective as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreementcertified copy of the resolutions (in the form of minutes or otherwise) passed by the Company Board evidencing approval of the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a named party and the consummation of the transactions contemplated hereunder and thereunder (including, for the avoidance of doubt, acknowledgement of the removal of the Outgoing Directors, approval of the appointment of the Buyer Directors, and approval of the appointment of Xx. XX Gang (于刚) as one (1) of three (3) members of the Compensation Committee and Xx. XXX Zhi (阎志) as one (1) of three (3) members of the Corporate Governance and Nominating Committee of the Company Board, in each case, effective as of the Closing Date); (h) evidence a certificate, executed on behalf of the termination Company by an authorized officer of the Voting Agreement satisfactory to Company and dated as of the PurchaserClosing Date, having attached thereto: (1) a certified true copy of the Company’s Memorandum and Articles in effect at the Closing, and (2) a certificate of good standing in respect of the Company issued by the Registrar of Companies in the Cayman Islands, dated a recent date before the Closing; (i) the investor rights agreement in form and substance as attached hereto as Exhibit C (the “Investor Rights Agreement”), duly executed Employment Agreements and Consulting Agreementsby all parties thereto other than Buyer; (j) a an indemnification agreement in respect of each Buyer Director (collectively, the “Director Indemnification Agreements”), dated the Closing Date, duly executed amendment on behalf of the Company, in the same form as the indemnification agreements to which the 2003 Stock Option Plan other directors of the Company with respect to are parties as of the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been madeClosing; (k) duly executed Stock Option Agreements between an opinion from (a) Xxxxxxx Xxxxxxx & Xxxxxxxx, U.S. special counsel to the Company (b) Xxxxxx and Xxxxxx XxxxxxCalder, Xxxxxx Xxxxxx-XxxxxCayman Islands special counsel to the Company, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx(c) TransAsia Lawyers, PRC counsel to the Company, in each case, the forms of which have been agreed by Buyer and its counsel as of the date hereof, and in each case dated as of the Closing Date; (l) a legal opinion written consents from each required party under the Company's U.S. counsel ’s Shareholder Agreement, and any joinder agreement thereunder, for the Company to grant Buyer registration rights in connection with respect to such matters as set forth in Exhibit G attached to this the Investor Rights Agreement;; and (m) a legal opinion from certificates, dated as of the Closing Date executed by an authorized officer of the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement;, certifying that: (ni) duly executed resignations The Company has performed in all material respects all of Xxxxx Xxxxxxxits covenants, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev agreements and Xxxxxxx X. Xxxxx from obligations hereunder required to be performed by it on or prior to the Board; and Closing Date and (oii) an officer's certificate of the Chief Executive Officer representations and Chief Financial Officer warranties of the Company certifying contained in Article 3 hereof and in any certificate or other writing delivered by the satisfaction Company pursuant hereto (A) that are qualified by materiality, Material Adverse Effect or any similar qualification or standard are true at and as of the conditions set forth in Sections 6.03(a) date of this Agreement and the Closing Date as if made at and as of such date and (eB) hereofthat are not qualified by materiality or any similar qualification or standard are true in all material respects at and as of the date of this Agreement and the Closing Date as if made at and as of such time, provided that each representation or warranty made by the Company in this Agreement under Section 3.01, Section 3.02, Section 3.03, Section 3.04 and Section 3.07 (collectively, the “Fundamental Reps”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date). (ii) There shall not have occurred any Material Adverse Effect or any event that would result in a Material Adverse Effect. (iii) Trading in the Company’s American depositary shares has not have been suspended by the SEC or the New York Stock Exchange (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company’s American depositary shares have been at all times since such date listed for trading on the New York Stock Exchange. Promptly following the Closing, the Company shall deliver, or cause to be delivered, to Buyer a duly signed share certificate registered in the name of Buyer, representing the Subscription Shares.

Closing Deliveries by the Company. At the Closing, the Company shall deliver will deliver, or cause to be delivered delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the Purchaserfollowing: (a) newly issued certificate(s) for 4,500,000 shares each properly completed, executed and delivered Xxxxxxx and Letter of Transmittal and each accompanying stock certificate (or affidavit of lost certificate in lieu thereof), in each case that the Series B Preferred Stock, issued to and registered in Company received on or before the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderClosing Date; (b) a receipt for the Purchase PriceCertificate of Merger, dated the Closing Date and executed by the Company; (c) the written resignation (or documentation reasonably satisfactory to Buyer showing the removal) of each director and officer of each Group Company, with each such resignation (or removal) being effective no later than the Merger Effective Time; (d) the Escrow Agreement, dated the Closing Date and executed by Sellers Representative and the Escrow Agent; (e) the Paying Agent Agreement, dated the Closing Date and executed by Sellers Representative and the Paying Agent; (f) restrictive covenant agreements between the Company and each of the individuals listed on Exhibit 6.2(f), each dated as of the Closing Date and in a true form approved in advance by Buyer (each a “Restrictive Covenant Agreement” and, collectively, the “Restrictive Covenant Agreements”); (g) an Intellectual Property assignment agreement between the Company and complete copy4Sided, certified dated as of the Closing Date and in a form approved in advance by Buyer (the “IP Assignment Agreement”); (h) the minute books and ownership records of the Company; (i) the minute books, statutory registers and records required to be kept by the Secretary UK Subsidiary under the UK Companies Act 2006, duly completed up to the time immediately prior to Closing; (j) the common seal, minute books, statutory registers and records required to be kept by the Irish Subsidiary under the Irish Companies Act 2014 (as amended), duly completed up to the time immediately prior to Closing; (k) a resolution of the board of directors of the Irish Subsidiary approving, among any other necessary matters, the resignation of the directors and secretary of the Irish Subsidiary and appointment of the directors and secretary appointed by the Buyer effective no later than the Merger Effective Time; (l) the email address, security code and authentication code used by the UK Subsidiary for making electronic filings with the UK Registrar of Companies; (m) a letter from Xxxx Xxxxxxxx in the agreed form confirming that he has ceased to be a person with significant control (within the meaning of section 790C of the UK Companies Act 2006) in relation to the UK Subsidiary; (n) details of the Irish PPSN (or RBO or IPN number, as the case may be) for each “beneficial owner” registered in the central register of beneficial ownership of companies of Ireland maintained under SI 110 of 2019 for the Irish Subsidiary; (o) each consent, approval, notice or filing listed in Schedule 6.2(o), each dated on or before the Closing Date and in a form reasonably satisfactory to Buyer; (p) a customary payoff letter or other evidence of payment in full from each holder of any Indebtedness of the Company, each executed by all applicable parties and remaining in full force and effect on the Closing Date (each a “Payoff Letter”), which provide that upon the payment by Buyer of the resolutions duly and validly adopted by the Board evidencing amount stated in such Payoff Letter any Encumbrances (iif applicable) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions are released; (including the entering into the Warrant Agreement and the Registration Rights Agreementq) and the filing of the Certificate of Amendment with a good standing certificate, dated within five days before Closing, from the Secretary of State of the State of Delaware and each jurisdiction in which the issuance of Company is qualified to do business, each stating that the New Securities, and (ii) the Amended and Restated By-lawsCompany is in good standing therein; (dr) the Company will have in its files, at its headquarters offices, a Form I-9 that is validly and properly completed in accordance with Applicable Law for each Employee with respect to whom such form is required under Applicable Law. For each Employee whose social security number (or purported social security number) appeared on any “no-match” notification from the Social Security Administration, such Employee or the Company will have resolved in accordance with Applicable Law each discrepancy or non-compliance with Applicable Law with respect to such social security number (or, if applicable, such purported social security number); (s) to the extent not already provided, a written Contract with any of the Group Companies, each in accordance with all Applicable Law, that assigns to such Group Company all rights to all inventions, improvements, discoveries and information relating to such Group Company from each current and former Employee and each Person (including any independent contractor) that has developed or is developing Intellectual Property for such Group Company; (t) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of certificate from a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other duly authorized officer of the Company, dated as the Closing Date and executed by such officer, in a form reasonably satisfactory to Buyer, certifying the amounts to be withheld pursuant to Section 2.3(a)(6) (the “Withholding Certificate”); (u) evidence of termination of the agreements listed on Exhibit 6.2(u), dated on or before the Closing Date and in a form approved in advance by Buyer; (v) a true and correct affidavit from the Company, dated the Closing Date and executed by the Company, sworn under penalty of xxxxxxx, that meets the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h) (the “FIRPTA Certificate”); (w) a certificate signed by an officer of the Company, in a form approved in advance by Buyer (such approval not to be unreasonably withheld or delayed), dated the Closing Date, stating that no amendments, other 15 than certifying as to (1) the filing full force and effect of the Certificate certificate of Amendment, have been made incorporation and bylaws (or equivalent governing documents) of the Company attached to such Certificate certificate as exhibits, (2) the accuracy and full force and effect of Incorporation since resolutions adopted by the board of directors of the Company regarding this Agreement, each Ancillary Agreement of the Company and the transactions contemplated hereby attached to such date, certificate as an exhibit and (ii3) the By-laws, certified by accuracy and full force and effect of the Secretary or Assistant Secretary Company Stockholder Approval regarding this Agreement and the transactions contemplated hereby attached to such certificate as an exhibit; (x) a certificate from a duly authorized officer of the Company, dated the Closing Date and executed by such officer, in a form reasonably satisfactory to Buyer, certifying the Transaction Expenses; (ey) a good standing certificate for all other documents as Buyer may reasonably request to facilitate the Company from the Secretary of State consummation of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Boardtransactions contemplated herein; and (oz) an officer's certificate of the Chief Executive Officer all other documents and Chief Financial Officer of items required by this Agreement to be delivered, or caused to be delivered, by the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofat Closing.

Closing Deliveries by the Company. At the Swap Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and stock certificates evidencing the Series B Preferred Stock being purchased hereunderFirst Tranche Shares; (b) a receipt for stock certificates evidencing the Purchase PriceSecond Tranche Shares; (c) the Warrants duly executed by the Company; (d) original counterparts of the Investor Rights Agreement duly executed by the Company; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its their authorization of the execution and delivery of this Agreement and the Ancillary Documents to which the Company or any of its Subsidiaries is a party, (ii) the consummation of the Transactions applicable to the Company or any of its Subsidiaries, (including iii) the entering into decrease in the Warrant number of total members of the Board from eight (8) to seven (7), (iv) the appointment of four (4) directors of the Board nominated by Purchaser and (v) amendments to the charters for the nominating and governance committee and the compensation committee of the Board to remove any requirements regarding the minimum number of independent directors on such committees to the extent permitted by Law, in the case of (iii), (iv) and (v) above, effective upon the Swap Closing; (f) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement and the Registration Rights Agreement) Ancillary Documents to which the Company or any of its Subsidiaries is a party and the filing other documents to be delivered hereunder and thereunder by the Company or any of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsits Subsidiaries; (dg) the resignations, effective as of the Swap Closing, of the four directors of the Company appointed by the holders of the Junior Preferred Stock and one additional director to be identified by the Company at least five (5) Business Days prior to the Swap Closing as the directors of the Company; (h) a copy of (i) the Certificate of Incorporation, as amended, of the Company, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Swap Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing DateSwap Closing, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate of Incorporation since such date, date other than as contemplated by this Agreement and (ii) the amended and restated by-laws of the Company in the form attached hereto as Exhibit 4.05(i) (the “Amended and Restated By-laws”), effective upon the Swap Closing, duly adopted by the Board and certified by the Secretary or Assistant Secretary of the Company; (ei) certified copies of (i) the Certificate of Designations of Series B-1 Preferred Stock, (ii) the Certificate of Designations of Series B-2 Preferred Stock, (iii) the Amendment to the Certificate of Designations of Senior Preferred Stock, (iv) the Amendment to the Certificate of Designations of Junior Preferred Stock and (v) the Amendment to the Certificate of Incorporation, in each case, duly filed with the Secretary of State of the State of Delaware on the Closing Date; (j) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been madeSwap Closing; (k) duly executed Stock Option Agreements between a receipt for the Company First Tranche Price and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxxthe Second Tranche Price; (l) original copies of the Release Letter executed by each of the Initial Investors of Junior Preferred Stock that is not a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this AgreementKey Junior Preferred Stockholder; (m) a legal opinion from copy of each of (i) the Company's Russian counsel with respect Amendment to such matters as set forth the Indenture, (ii) the New Indenture, and (iii) the New Senior Notes, in Exhibit H attached each case, duly executed by the Company and the Indenture Trustee (or authenticated by the Indenture Trustee, in the case of the New Senior Notes) and a certificate of a duly authorized officer of the Company certifying that the Amendment to this Agreementthe Indenture and the New Indenture have each become effective; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's a certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying that the satisfaction Company has sufficient “surplus” (as defined in Section 154 of the conditions set forth in Sections 6.03(aDGCL) to redeem the Remaining Preferred Stock pursuant to Section 7.16; and (o) a certificate of the Secretary or an Assistant Secretary of the Company certifying that the Common Stockholder Approvals and (e) hereofthe Preferred Stockholder Consents have been obtained.

Closing Deliveries by the Company. At the Closing, the Company shall deliver deliver, or shall cause to be delivered to delivered, the Purchaserfollowing: (a) newly issued certificate(sto each Non-Blocker Company Member, (i) for 4,500,000 shares the Common Units issuable to such Non-Blocker Company Member in respect of the Series B Preferred StockCompany Units held by such Non-Blocker Company Member pursuant to the Company Merger as provided in Section 2.6(b)(i) (but determined based on the Estimated Aggregate Merger Consideration Amount as provided in Section 2.1(b)), issued to and registered which Common Units shall not be certificated but the issuance thereof shall be recorded in, or in the name manner specified in, the A&R Company LLC Agreement, and (ii) any cash in lieu of the Purchaser a fractional Common Unit and evidencing the Series fractional share of Parent Class B Preferred Common Stock being purchased hereunderpayable to such Non-Blocker Company Member pursuant to Section 2.6(b)(i); (b) a receipt for to Parent, (i) the Purchase PriceCommon Units issuable in respect of the Parent Acquired Company Units pursuant to the Company Merger as provided in Section 2.6(b)(ii) (but determined based on the Estimated Aggregate Merger Consideration Amount as provided in Section 2.1(b)) and (ii) the Common Units and Company Warrants issuable in respect of the Merger Sub Interests pursuant to the Company Merger as provided in Section 2.6(b)(iii) (but determined, in the case of such Common Units, based on the Estimated Aggregate Merger Consideration Amount as provided in Section 2.1(b)), which Common Units (in the case of clauses (i) and (ii) above) and Company Warrants shall not be certificated but the issuance thereof shall be recorded in, or in the manner specified in, the A&R Company LLC Agreement; (c) a true and complete copyto Parent, certified by the Secretary duly executed counterparts of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the A&R Registration Rights Agreement) and the filing , executed by each of the Certificate of Amendment Blocker Stockholders and Non-Blocker Company Members that have provided the Company Equityholder Materials to Parent prior to Closing in accordance with the Secretary of State of the State of Delaware and the issuance of the New Securities, and Section 2.2(b) (ii) the Amended and Restated By-lawsfinal paragraph); (d) a copy to Parent, duly executed counterparts of (i) the Certificate of IncorporationA&R Company LLC Agreement, certified executed by the Secretary of State Company and by each of the State of Delaware, as of a date not earlier than five Business Days Non-Blocker Company Members that have provided the Company Equityholder Materials to Parent prior to the Closing Date in accordance with Section 2.2(b) (final paragraph); (e) to Parent and accompanied by Merger Sub, a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified signed by the Secretary or Assistant Secretary an authorized officer of the Company, certifying that the conditions set forth in Sections 7.1(a) and 7.2(a) have been fulfilled; (ef) to Parent, a good standing certificate for of non-foreign status of the Company, in a form reasonably acceptable to Parent, meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (g) to Parent, a copy of the Company Merger Certificate of Merger, as filed with the Delaware Secretary of State, together with certification from the Delaware Secretary of State evidencing that the same has been filed with the Delaware Secretary of State. On the Closing Date, the issuance of the State Common Units (and cash in lieu of Delaware dated as of a date not earlier fractional Common Units) to the Non-Blocker Company Members in accordance with Section 2.10(a) shall be made only to those Non-Blocker Company Members that have delivered the Company Equityholder Materials to Parent no later than five Business Days prior to the Closing Date (except to the extent such five Business Day requirement is waived in writing by Parent in its sole discretion). Following the Closing Date; , Company shall cause such Common Units (fand cash in lieu of fractional Common Units) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and to be issued to the Purchaser; (gany such Non-Blocker Company Member in accordance with Section 2.10(a) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to extent not issued on the 2003 Stock Option Plan of Closing Date, promptly after Parent receives the required Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Equityholder Materials from such Non-Blocker Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofMember.

Closing Deliveries by the Company. (a) At the Closing, the Company shall deliver to Cerner: (i) a certificate or cause certificates evidencing the Cerner Shares to be delivered purchased by Cerner pursuant to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to this Agreement in definitive form and registered in the name such names and in such denominations as Cerner shall request; (ii) an executed counterpart of each of the Purchaser and evidencing Ancillary Agreements to which the Series B Preferred Stock being purchased hereunder; Company is a party; (biii) a receipt for certificate from the Purchase Price; Company to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing, with the same force and effect as if made as of the Closing Date, signed by a duly authorized officer; and (civ) a true and complete copy, certified by the Secretary of the Company, Company of the resolutions duly and validly adopted by the its Board of Directors of evidencing (i) its their authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing transactions contemplated hereby, together with a certified copy of the Certificate of Amendment with the Secretary of State Charter and By-laws of the State Company. (b) At the Closing, Avicenna shall deliver to Cerner: (i) an executed counterpart of Delaware and the issuance each of the New Securities, and Ancillary Agreements to which Avicenna is a party; (ii) a certificate from Avicenna to the Amended effect that the representations and Restated By-laws; warranties of Avicenna contained in this Agreement are true and correct as of the Closing, with the same force and effect as if made as of the Closing Date, signed by a duly authorized officer; and (diii) a copy of (i) the Certificate of Incorporationtrue and complete copy, certified by the Secretary of State Avicenna of the State resolutions duly and validly adopted by its Board of DelawareDirectors of evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certified copy of the Charter and By-laws of Avicenna. (c) At the Closing, Synetic shall deliver to Cerner: (i) an executed counterpart of each of the Ancillary Agreements to which Synetic is a party; (ii) a certificate from Synetic to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of a date not earlier than five Business Days prior to the Closing Date Closing, with the same force and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated effect as if made as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, signed by a duly authorized officer; and (iiiii) the By-lawsa true and complete copy, certified by the Secretary or Assistant Secretary of Synetic of the Company; (e) a good standing certificate for the Company from the Secretary resolutions duly and validly adopted by its Board of State Directors of evidencing their authorization of the State execution and delivery of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant this Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence consummation of the termination transactions contemplated hereby, together with a certified copy of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements Charter and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan By-laws of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofSynetic.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to Parent the Purchaserfollowing: (a) newly issued certificate(s) for 4,500,000 shares the Agreement of Xxxxxx, duly executed by an authorized officer of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (b) executed copies of each third-party consent, approval, notification or amendment listed on Section 4.05 of the Company Disclosure Schedule, expressly excluding item 8 of such Disclosure Schedule which is hereby waived, and in the event a receipt Closing is conducted pursuant to Schedule 7.01(a), items 5 and 6 of Section 4.05 of the Company Disclosure Schedule are waived as to the Closing of the Phase 1 Merger, provided further, which, for the Purchase Priceavoidance of doubt, shall include, without limitation, the consent of the Company’s lenders listed as items 1 and 2 on Section 4.05 of the Company Disclosure Schedule; notwithstanding anything contained herein to the contrary, Parent shall accept the Company’s lender loan documents as is, and any changes proposed by Parent are subject to approval by the Company’s lenders at their sole discretion; (c) a true and complete copy, certified by the Secretary executed counterparts of each of the Company, of the resolutions duly and validly adopted by the Board evidencing Ancillary Agreements (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsas applicable); (d) a copy audited financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries for the year ended December 31, 2020, such financial statements have been prepared in conformity with the IFRS; (ie) certificates of good standing for the Certificate Company and each of Incorporation, certified the Subsidiaries issued by the California Secretary of State of the State of DelawareState, dated as of a date not earlier than five Business Days ten (10) days prior to the Closing; (f) complete and correct copies of the minute books, stock books, ledgers and registers, if any, and other records relating to the organization, ownership and maintenance of the Company and each Subsidiary, if not currently located on the premises of the Company; (g) a certification duly executed by the Company and dated as of the Closing Date Date, in form and accompanied substance required under Regulations Section 1.897-2(h)(2) and 1.1445-2(c)(3) and reasonably acceptable to Parent, certifying that none of the equity interests in the Company is a “United States real property interest” within the meaning of Section 897 of the Code; (h) countersigned releases and resignations, effective as of the Closing, of such officers and directors of the Company and each Subsidiary, as designated by Parent, in such form as are acceptable to counsel to the Company; (i) payoff letters, releases and lien discharges (or agreements therefor), each in a form reasonably satisfactory to Parent from each creditor or vendor that has a claim that is part of the Indebtedness, Capital Lease Obligations or Transaction Expenses (the “Payoff Letters”), such Payoff Letters to also specify the amount owed to such creditors as well as wire instructions for any payment to be made to any of them; (j) a certificate of the Secretary or Assistant Secretary or other from a duly authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than Closing, (i) certifying and attaching true and complete copies of (A) the filing resolutions duly and validly adopted by the Company Board and the requisite vote of the Certificate Shareholders authorizing the execution, delivery and performance of Amendmentthis Agreement, have been made the Ancillary Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby; (B) the certificate of incorporation of the Company, as amended to such Certificate date and as currently in effect; and (C) the bylaws of Incorporation since such datethe Company, as amended to date and as currently in effect; and (ii) certifying the By-laws, certified by the Secretary or Assistant Secretary names and specimen signatures of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan officers of the Company with respect authorized to sign this Agreement and the Options Grant Ancillary Agreements to which the Company is a party and evidence, satisfactory the other documents to the Purchaser, that the Options Grant has been madebe delivered hereunder and thereunder; (k) duly executed Stock Option Agreements between all certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments required to be delivered under any of the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx;Ancillary Agreements; and (l) a legal opinion from such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by Parent in order to effectuate or evidence the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereoftransactions contemplated hereby.

Closing Deliveries by the Company. At the Closing, the Company and the Subsidiaries shall, and the Sellers shall cause the Company and the Subsidiaries to, deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares executed counterparts of the Series B Preferred StockCompany and/or the Subsidiaries to the Pizza Hut Amendment, issued to the Pizza Hut Release and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderManagement Retention Agreements; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary or the Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement and the Pizza Hut Amendment and the consummation of the Transactions (including the entering into the Warrant Agreement transactions contemplated hereby and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsthereby; (dc) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder; (d) a certificate of a duly authorized officer of the Company, dated as Company certifying on behalf of the Closing Date, stating Company as to the matters set forth in Section 9.03(a) that no amendments, other 15 than relate to the filing representations and warranties of the Certificate of Amendment, have been made Company and the covenants and agreements to such Certificate of Incorporation since such date, and (ii) the By-laws, certified be complied with by the Secretary or Assistant Secretary of the CompanyCompany in this Agreement; (e) a certificate (in a form reasonably acceptable to the Purchaser) pursuant to Section 1.1445-2(c)(3) of the Regulations that the Company is not a U.S. real property holding corporation under Section 897(c)(2) of the Code; (f) the Evidence of Encumbrances and Payoff Letters (except as it relates to Shares); (g) good standing certificate certificates for the Company and for each Subsidiary (i) from the Secretary of State of the State of Delaware jurisdiction in which each such entity is incorporated or organized, in each case dated as of a date not earlier than five Business Days prior to the Closing Date; Closing, and (fii) from the Secretary of State in each other jurisdiction in which the Company or any Subsidiary is qualified to do business as a duly executed Warrant Agreement and foreign corporation, in each case other than with respect to California dated as of a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued date not earlier than ten Business Days prior to the Purchaser; (g) Closing and with respect to California dated as of a duly executed Registration Rights Agreementdate not earlier than thirty days prior to the Closing; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, in form and substance reasonably satisfactory to the Purchaser, that the Options Grant has been made; of receipt of (ki) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as any third party consents set forth in Exhibit G attached Section 4.05 of the Disclosure Schedule related to this Agreement; the Company Leases (mthe “Lease Consents”) a legal opinion from to the Company's Russian counsel with respect extent such consents are received by the Company or any Subsidiary on or prior to such matters as the Closing and (ii) the other third party consents set forth in Exhibit H attached Section 4.05 of the Disclosure Schedule (the “Non-Lease Consents” and together with the Lease Consents, the “Third Party Consents”) to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Boardextent such consents are received by the Company or any Subsidiary at or prior to the Closing; and (oi) an officer's certificate of the Chief Executive Officer estoppel certificates in form and Chief Financial Officer of substance reasonably satisfactory to the Purchaser from the landlords under the Company certifying Leases (the satisfaction of “Estoppel Certificates”) to the conditions set forth in Sections 6.03(a) and (e) hereofextent such Estoppel Certificates are received by the Company or any Subsidiary on or prior to the Closing.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserPurchasers: (a) newly issued certificate(s) for 4,500,000 shares Junior Subordinated Notes in the aggregate principal amount of the Series B Preferred Stock$12,500,000, issued to and registered in the name of the Purchaser Purchasers identified in Annex B in accordance with their respective allocations as set forth in Annex B and evidencing duly executed and authenticated pursuant to the Series B Preferred Stock being purchased hereunderrequirements of the Junior Subordinated Note Indenture; (b) a newly issued stock certificate or certificates representing in the aggregate 1,000,000 shares of Common Stock and issued in the name the Purchasers identified in Annex C in accordance with their respective allocations as set forth in Annex C; (c) newly issued stock certificates representing in the aggregate 40,000 shares of Series C-1 Preferred Stock and the Designated C-2 Share Number of Series C-2 Preferred Stock and issued in the name of the Purchasers identified in Annex D in accordance with their respective allocations as set forth in Annex D; (d) a receipt for the Purchase PricePrice paid by each Purchaser; (ce) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement Agreement, the Registration Rights Agreement, the Junior Subordinated Note Indenture and the Junior Subordinated Notes and the consummation of the Transactions (transactions contemplated hereby and thereby, including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Series C-1 Certificate of Amendment Designation, the Series C-2 Certificate of Designation and the Series D Certificate of Designation with the Secretary of State of the State of Delaware and the issuance of the New SecuritiesJunior Subordinated Notes, the Common Shares and (ii) the Amended and Restated By-lawsSeries C Preferred Shares; (df) a legal opinion addressed to the Purchasers and dated the Closing Date, from counsel to the Company, in a form reasonably acceptable to Oak Hill and its counsel; (g) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Series C-1 Certificate of AmendmentDesignation, the Series C-2 Certificate of Designation and the Series D Certificate of Designation, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the CompanyCompany as amended in accordance with Section 6.03(d) and in effect on the Closing Date; (eh) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (fi) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence copy of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements the fairness opinion of Credit Suisse First Boston dated as of the date hereof and Consulting Agreements;delivered to the independent Directors in connection with this Agreement and the transactions contemplated hereby and (ii) the bringdown fairness opinion of Credit Suisse First Boston dated as of the Closing Date and delivered to the independent Directors in connection with this Agreement and the transactions contemplated hereby, such bringdown fairness opinion to be substantially the same in form and substance as the fairness opinion described in clause (i) above (each of which opinions will expressly permit the Company to deliver a copy thereof to the Purchasers in satisfaction of the Company's obligation under this Section 2.04(i)); and (j) a duly executed amendment the other documents and instruments to the 2003 Stock Option Plan of be delivered by the Company with respect pursuant to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofSection 6.03.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to Parent the Purchaserfollowing: (ai) newly issued certificate(s) for 4,500,000 shares the Certificate of Merger, pursuant to the DGCL, duly executed by an authorized officer of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (bii) a receipt for executed counterparts of each of the Purchase PriceAncillary Agreements (as applicable) and an executed CBA Letter on such terms and conditions reasonably approved by Parent; (ciii) a true and complete copy, certified good standing certificates for the Company issued by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified for each Subsidiary issued by the Secretary appropriate Governmental Authority in the organizational jurisdiction of State of the State of Delawaresuch Subsidiary, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Companyin either case, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing DateClosing; (fiv) a certification duly executed Warrant Agreement by the Company and a duly executed Warrant Certificate (dated as such term is defined of the Closing Date, in form and substance required under Regulations Section 1.897-2(h)(2) and 1.1445-2I(3) and reasonably acceptable to Parent, certifying that none of the equity interests in the Warrant Agreement), representing Company is a “United States real property interest” within the Warrants and issued to meaning of Section 897 of the PurchaserCode; (gv) a duly executed Registration Rights Agreementreleases and resignations of the managers, officers and directors of the Companies, effective as of the Closing, in form and substance satisfactory to Parent; (hvi) evidence except those items identified on Section 6.02(f) of the termination Disclosure Schedule, executed copies of consents and approvals from each manager or board of managers, as applicable, of each of the Voting Agreement satisfactory to California Entities and the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company Iowa Entity, deemed necessary by Parent in its commercially reasonable judgment, with respect to the Options Grant California Licensee Assignment and evidence, satisfactory Iowa Licensee Assignment in order to authorize the Purchaser, that transactions contemplated by this Agreement and the Options Grant has been madeCalifornia Licensee Assignment and Iowa Licensee Assignment; (kvii) duly executed Stock Option Agreements between complete and correct copies of the Company minute books, equity interest transfer books and Xxxxxx Xxxxxxcompany certificates, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxxall company seals and financial and accounting books and records of the Companies; (lviii) a legal opinion from complete list of all living marijuana plants and bagged inventory of marijuana, marijuana products and other cannabis materials in possession of the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this AgreementCompanies and the Washington Entities on the Closing Date (the “Cannabis Inventory”); (mix) a legal opinion certificate from a duly authorized officer of the Company's Russian counsel with respect to such matters , dated as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer Closing, (i) certifying that attached thereto are true and Chief Financial Officer complete copies of (A) the Company Board Recommendation, the resolutions and consents duly and validly adopted by the board of directors of the Company certifying as provided for in Section 3.01(c) and the satisfaction Company Stockholders authorizing the execution, delivery and performance of this Agreement including the Written Consent, the Ancillary Agreements (as applicable), the adoption of this Agreement, the consummation of the conditions set forth in Sections 6.03(a) Merger and (e) hereof.other transactions contemplated hereby and thereby and waiver and termination of the Investor Agreements;

Closing Deliveries by the Company. At the ClosingClosing on the Closing Date, the Company shall deliver or cause to be delivered to the PurchaserBuyer and the Stockholders each of the following: (a) newly issued certificate(scertified copies of (i) for 4,500,000 shares resolutions duly adopted by the Company's board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and each other agreement or document relating to the transactions contemplated hereby to which the Company is a party, (ii) the Company's code of regulations, (iii) the Company's articles of incorporation, (iv) a good standing certificate of the Series B Preferred StockCompany, issued as of a recent date, from the appropriate Governmental Authority of each jurisdiction in which the Company is qualified to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderdo business; (b) a receipt certificates of incumbency for the Purchase Priceofficers of the Company; (c) a certificate dated as of the Closing Date signed by a duly authorized officer of the Company to the effect that (1) the representations and warranties of the Company set forth in this Agreement are true and complete copycorrect in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date except for representations and warranties that speak as of a specific date or time prior to the Closing Date (which representations and warranties are true and correct in all material respects as of such date or time); PROVIDED, certified HOWEVER, that if any such representation or warranty is already qualified as to materiality, such representation or warranty is true in all respects and (2) the covenants and - 11 - agreements to be performed by the Secretary of Company on or before the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of Closing Date in accordance with this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawshave been duly performed in all respects; (d) a an executed original copy of (i) an agreement between the Certificate of IncorporationStockholders and the Company terminating any and all stockholders agreements, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days registration rights agreement and any other agreement in effect prior to the Closing Date with respect to the voting, registration under any securities law, or sale or transfer (including, without limitation, agreements relating to pre-emptive rights, rights of first refusal, co-sale rights, drag-along rights or anti-dilutive rights) of any securities of the Company (the "TERMINATION AGREEMENT"); (e) an executed original copy of an agreement between the Executive Stockholders and accompanied the Company terminating any and all employment or compensation agreements or any other agreements in effect prior to the Closing Date with respect to the employment of such Executive Stockholders by the Company or Medex; (f) copies of all necessary governmental and third party consents, approvals, releases and filings required in order for the Company to effect the transactions contemplated by this Agreement; (g) an executed original copy of the Stockholders Agreement; (h) an executed original copy of the Registration Rights Agreement; (i) a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing Date signed by a duly authorized officer of the Certificate of Amendment, Company certifying that the Terminated Plans have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, terminated including certified resolutions duly adopted by the Secretary or Assistant Secretary Board of Directors of the CompanyCompany authorizing the termination of the Terminated Plans; (ej) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of the Closing Date signed by a date not earlier than five Business Days prior duly authorized officer of the Company certifying that as of the Closing Date there is a minimum of 400,000 unissued and reserved shares available for the future issuance of new options to purchase Company Common Stock and Company Preferred Stock and that there is authorization under the Company's stock option plans for the issuance of such options; (k) certified resolutions by the Board of Directors of the Company amending the existing stock option grants under the Company's stock option plans to amend the number of shares of Company Common Stock into which the options outstanding under such stock option plans are exercisable to a corresponding number of Company Common Stock and Company Preferred Stock and the exercise prices therefor based on the valuation of the Company Common Stock and Company Preferred Stock on the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (il) executed Employment original copies of Severance and Non-Competition Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreementeach Executive Stockholder; (m) a legal opinion from certified copies of actions taken by the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to Medex ESOP and its participants approving the transactions contemplated by this Agreement; (n) duly executed resignations an acknowledgment of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx receipt of the consideration for the Company Common Stock purchased by the Buyer from the BoardCompany pursuant to SECTION 2.2(a); (o) stock certificates in the name of the Buyer representing the Company Common Stock purchased from the Company by the Buyer pursuant to SECTION 2.2(a); (p) stock certificates in the name of the Stockholders and the Buyer representing the Company Preferred Stock issued to the Stockholders as a result of the stock dividend contemplated pursuant to SECTION 2.3; (q) an opinion of counsel to the Company in form and substance reasonably satisfactory to the Buyer; (r) an opinion of counsel to the Stockholders in form and substance reasonably satisfactory to the Buyer; (s) an opinion of counsel to the Medex ESOP in form and substance reasonably satisfactory to the Buyer; and (ot) an officer's certificate of such other instruments, documents and certificates as the Chief Executive Officer and Chief Financial Officer of Buyer or its counsel may reasonably request to implement the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereoftransactions contemplated hereby.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall deliver or cause to be delivered to Parent and Merger Sub the Purchaserfollowing items: (ai) newly issued certificate(s) for 4,500,000 shares fully executed payoff letters and UCC-3 termination statements evidencing the complete satisfaction of the Series B Preferred Stock, issued to Payoff Liabilities and registered the termination or release of all Encumbrances in the name respect of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderPayoff Liabilities; (bii) a receipt for fully executed payoff letters and UCC-3 termination statements evidencing the Purchase Pricecomplete satisfaction of the Restructured Liabilities and the termination or release of all Encumbrances in respect of the Restructured Liabilities; (ciii) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws;[INTENTIONALLY LEFT BLANK] (d) a copy of (iiv) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the CompanyMerger, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, Date and (ii) the By-laws, certified duly executed by the Secretary or Assistant Secretary of the Company; (ev) a good standing certificate for each consent identified on Schedule 2.08(c)(v) (the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior “Material Consents”), which shall in each case be in form and substance acceptable to the Closing DateParent; (fvi) a certificate, duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of by the Chief Executive Officer and Chief Financial Officer of the Company: (A) certifying, as complete and accurate as of the Closing Date, attached copies of the Charter and bylaws of the Company, (B) certifying and attaching all requisite resolutions or actions of the Company Board and the Equityholders approving the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated by this Agreement and (C) certifying as to the incumbency and signatures of the officers of the Company executing the Transaction Documents; (vii) a certificate, duly executed by the Chief Executive Officer and Chief Financial Officer of the Company, in substantially the form attached hereto as Exhibit A, dated as of the Closing Date, certifying the satisfaction fulfillment of the conditions set forth specified in Sections 6.03(aSection 7.02(a), Section 7.02(b), and Section 7.02(c); provided, however, that with respect to the conditions in Section 7.02(c), such certificate shall only certify that no Material Adverse Effect shall have occurred with respect to the Company and its Subsidiary. (viii) a Joinder Agreement, substantially in the form attached hereto as Exhibit B (the “Joinder Agreement”), duly executed by Equityholders collectively holding not less than eighty-five percent (85%) of the issued and outstanding shares of the Company and all of the holders of five percent (e5%) hereofor more of the issued and outstanding shares of the Company entitled to vote on the transactions contemplated by this Agreement and the other Transaction Documents; (ix) certificates from the applicable Secretary of State dated as of a date not earlier than the fifth (5th) Business Day prior to the Closing Date as to the good standing of the Company in the State of Delaware and each other jurisdiction where the Company is qualified to do business; (x) a properly executed certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3) stating that the Company is not, nor has it been, a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c) of the Code; (xi) the written and, other than conditioned on the consummation of the transactions contemplated hereby, involuntary termination of all officers of the Company; (xii) the written and unconditional, other than conditioned on the consummation of the transactions contemplated hereby, voluntary resignation of all directors of the Company; and (xiii) copy of the Company’s unaudited financial statements consisting of the consolidated balance sheets of the Company and its Subsidiaries as of December 31 for the year ended 2020 and such other financial statements and information as is needed to prepare the Closing Registration Statement (the “2020 Financial Statements”).

Closing Deliveries by the Company. At or prior to the Closing, the Company shall (including on behalf of ZMC Blocker, Management Holdcos, Sellers or Sellers’ Representative (as applicable)) will deliver or cause to be delivered to the PurchaserBuyer: (ai) newly issued certificate(s(A) for 4,500,000 shares original share certificates (or if such certificate shall have been lost, stolen or destroyed, a customary affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed) representing the Acquired Company Securities, together with executed share transfer powers duly executed by the applicable Niagara Sellers, and (B) an extract of the Series B Preferred Stock, issued to and registered in the name share register of the Purchaser and evidencing Company as of immediately prior to the Series B Preferred Stock being purchased hereunderClosing; (bii) (A) original share certificates (or if such certificate shall have been lost, stolen or destroyed, a receipt for customary affidavit of that fact by the Purchase PricePerson claiming such certificate to be lost, stolen or destroyed) representing the ZMC Blocker Securities, together with an executed share transfer power duly executed by ZMC Seller, and (B) an extract of the share register of ZMC Blocker as of immediately prior to the Closing; (ciii) (A) original share certificates (or if such certificate shall have been lost, stolen or destroyed, a customary affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed) representing the Management Holdco Securities, together with executed share transfer powers duly executed by the applicable Management Seller, and (B) an extract of the share register of each Management Holdco as of immediately prior to the Closing; (iv) a true certificate, in form and complete copysubstance reasonably satisfactory to Buyer, certified by the Secretary dated as of the CompanyClosing Date and duly executed by an authorized officer of ZMC Seller, certifying that attached thereto are true, complete and correct copies of the resolutions duly and validly adopted by the Board evidencing (i) its authorization board of directors or equivalent governing body of ZMC Seller, effective as of the execution date of this Agreement, (x) approving the execution, delivery and delivery performance of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement any Ancillary Document to which ZMC Seller is a party, and the Registration Rights Agreement) transactions contemplated hereby and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securitiesthereby, and (iiy) stating that no additional vote of the Amended equityholders of ZMC Seller is required to approve this Agreement and Restated By-lawsfor ZMC Seller to consummate the transactions contemplated hereby, which resolutions shall not have been modified, rescinded or revoked; (dv) a copy certificate, in a form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by an authorized officer of ZMC Blocker certifying that attached thereto are (i1) true, complete and correct copies of the Certificate of Incorporation, certified resolutions adopted by the Secretary board of State directors or equivalent governing body of ZMC Blocker, effective as of the State date of Delawarethis Agreement, (x) approving the execution, delivery and performance of this Agreement and any Ancillary Document to which ZMC Blocker is a party, and the transactions contemplated hereby and thereby, and (y) stating that no additional vote of the equityholders of ZMC Blocker is required to approve this Agreement and for ZMC Blocker to consummate the transactions contemplated hereby, which resolutions shall not have been modified, rescinded or revoked and (2) a good standing certificate or equivalent document, as applicable, of a date not earlier than five ZMC Blocker, as applicable, dated within 10 Business Days prior to the Closing Date (or such longer period as may be necessary under local Law in foreign jurisdictions); (vi) certificates, in form and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Companysubstance reasonably satisfactory to Buyer, dated as of the Closing DateDate and duly executed by an authorized officer of each Management Seller, certifying that attached thereto are true, complete and correct copies of the resolutions adopted by the board of directors or equivalent governing body of such Management Seller, effective as of the date of this Agreement, (x) approving the execution, delivery and performance of this Agreement and any Ancillary Document to which such Management Seller is a party, and the transactions contemplated hereby and thereby, and (y) stating that no amendments, other 15 than the filing additional vote of the Certificate equityholders of Amendmentsuch Management Seller is required to approve this Agreement and for such Management Seller to consummate the transactions contemplated hereby, which resolutions shall not have been made modified, rescinded or revoked; (vii) certificates, in a form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by an authorized officer of each Management Holdco certifying that attached thereto are (1) true, complete and correct copies of the resolutions adopted by the board of directors or equivalent governing body of the applicable Management Holdco, effective as of the date of this Agreement, (x) approving the execution, delivery and performance of this Agreement and any Ancillary Document to which such Certificate of Incorporation since such dateManagement Holdco is a party, and the transactions contemplated hereby and thereby, and (iiy) the By-laws, certified by the Secretary or Assistant Secretary stating that no additional vote of the Company; equityholders of such Management Holdco is required to approve this Agreement and for such Management Holdco to consummate the transactions contemplated hereby, which resolutions shall not have been modified, rescinded or revoked and (e2) a good standing certificate or equivalent document, as applicable, of each Management Holdco, as applicable, dated within 10 Business Days prior to the Closing Date (or such longer period as may be necessary under local Law in foreign jurisdictions); (viii) a certificate, in a form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by an authorized officer of the Company certifying that attached thereto are (1) true, complete and correct copies of the resolutions adopted by the board of directors or equivalent governing body of the Company, effective as of the date of this Agreement, (x) approving the execution, delivery and performance of this Agreement and any Ancillary Document to which the Company is a party, and the transactions contemplated hereby and thereby, and (y) stating that no additional vote of the equityholders of the Company is required to approve this Agreement and for the Company from to consummate the Secretary of State transactions contemplated hereby, which resolutions shall not have been modified, rescinded or revoked, (2) true, complete and correct copies of the State resolutions adopted by the board of Delaware dated directors or equivalent governing body of the Company, effective as of no later than one Business Day prior to the Closing, approving the termination of the SAR Plan in accordance with its terms and in compliance with the requirements of applicable Law, and (3) a date not earlier good standing certificate or equivalent document, as applicable, of the Company, as applicable, dated within 10 Business Days prior to the Closing Date (or such longer period as may be necessary under local Law in foreign jurisdictions); (ix) written resignations, in a form reasonably acceptable to Buyer, of each of the directors or managers of each Group Company (other than five the Third Party Equity Interests), ZMC Blocker or Management Holdco listed on Schedule 2.3(a)(ix) unless otherwise specified by Buyer at least three Business Days prior to the Closing Date; (fx) a counterpart of the Escrow Agreement duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaserby Sellers’ Representative; (gxi) a counterpart of the Paying Agent Agreement duly executed Registration Rights Agreementby Xxxxxxx’ Representative and the Company; (hxii) evidence counterparts of the termination Shareholders’ Agreement duly executed by those certain shareholders of the Voting Agreement satisfactory to Company listed on the Purchasersignature pages thereto (other than Buyer); (ixiii) fully executed Employment Agreements notices, acknowledgements and Consulting Agreementsreleases in the form set forth on Exhibit I in respect of each SAR Recipient who is a Seller; (jxiv) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant officers’ certificates provided for in Section 10.2(d), Section 10.2(e) and evidence, satisfactory to the Purchaser, that the Options Grant has been madeSection 10.2(f); (kxv) the fully executed Credit Facility Pay-Off Letter; (xvi) duly executed Stock Option Agreements between copies of all documents executed or entered into in connection with the Company Management Holdco Reorganization required under Section 8.22 and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxxthe Additional Management Holdco Financial Statements under Section 8.25; (lxvii) termination agreements, each in a legal opinion from form reasonably acceptable to Buyer, in respect of the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Courtwood Consulting Agreement and the ZMC Advisory Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (oxviii) an officer's certificate of the Chief Executive Officer Mattel Consent and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofBMO Consent.

Closing Deliveries by the Company. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall deliver or cause to be delivered to Parent and Merger Sub the Purchaserfollowing items: (ai) newly issued certificate(s) Except for 4,500,000 shares those Assumed Liabilities set forth on Schedule 2.08(c)(i), fully executed payoff letters and UCC-3 termination statements evidencing the complete satisfaction of the Series B Preferred Stock, issued to Assumed Liabilities and registered the termination or release of all Encumbrances in the name respect of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderAssumed Liabilities; (bii) a receipt for fully executed payoff letters and UCC-3 termination statements evidencing the Purchase Pricecomplete satisfaction of the Restructured Liabilities and the termination or release of all Encumbrances in respect of the Restructured Liabilities; (ciii) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws;[Intentionally omitted.] (d) a copy of (iiv) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the CompanyMerger, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, Date and (ii) the By-laws, certified duly executed by the Secretary or Assistant Secretary of the Company; (ev) a good standing certificate for each consent identified on Schedule 2.08(c)(v) (the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior “Material Consents”), which shall in each case be in form and substance acceptable to the Closing DateParent; (fvi) a certificate, duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of by the Chief Executive Officer and Chief Financial Officer of the Company: (A) certifying, as complete and accurate as of the Closing Date, attached copies of the Charter and bylaws of the Company, (B) certifying and attaching all requisite resolutions or actions of the Company Board and the Equityholders approving the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated by this Agreement and (C) certifying as to the incumbency and signatures of the officers of the Company executing the Transaction Documents; (vii) a certificate, duly executed by the Chief Executive Officer and Chief Financial Officer of the Company, in substantially the form attached hereto as Exhibit A, dated as of the Closing Date, certifying the satisfaction fulfillment of the conditions set forth specified in Sections 6.03(aSection 7.02(a), Section 7.02(b), and Section 7.02(c); provided, however, that with respect to the conditions in Section 7.02(c), such certificate shall only certify that no Material Adverse Effect shall have occurred with respect to the Company and its Subsidiary. (viii) a Joinder Agreement, substantially in the form attached hereto as Exhibit B (the “Joinder Agreement”), duly executed by Equityholders collectively holding not less than eighty-five percent (85%) of the issued and outstanding shares of the Company and all of the holders of five percent (e5%) hereofor more of the issued and outstanding shares of the Company entitled to vote on the transactions contemplated by this Agreement and the other Transaction Documents; (ix) certificates from the applicable Secretary of State dated as of a date not earlier than the fifth (5th) Business Day prior to the Closing Date as to the good standing of the Company in the State of Delaware and each other jurisdiction where the Company is qualified to do business; (x) a properly executed certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3) stating that the Company is not, nor has it been, a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c) of the Code; (xi) executed settlement agreements and general releases, in form and substance satisfactory to Parent, terminating the employment agreements of all officers of the Company; (xii) the written and unconditional, other than conditioned on the consummation of the transactions contemplated hereby, voluntary resignation of all directors of the Company; and (xiii) copy of the Company’s unaudited financial statements consisting of the consolidated balance sheets of the Company and its Subsidiaries as of December 31 for the year ended 2020 and such other financial statements and information as is needed to prepare the Closing Registration Statement (the “2020 Financial Statements”).

Closing Deliveries by the Company. At the Closing, the --------------------------------- Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx XxxxxxWarren Mobley, Xxxxxx XxxxxxDonald Miller-XxxxxJones, Xxxxxxx Xxxxxxx Charles Roberts and Xx. Xxx Dr. Ali Xxxxx Xxxxxxx; (lx) a legal opinion from x xegxx xxxxxxx xxxx the Company's U.S. counsel Xxxxxxx'x X.X. xxxxxxl with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx XxxxxxxLouis Lubrano, Xxxxxx XxXxxxxxxxThomas McPartland, Xxxxxx XxxxxxxxSergey Mitrikov, Xxxxxxxxx Vladislavlev and Xxxxxxx Alexander Vlaxxxxxxxxx xxx Fxxxxxx X. Xxxxx from the Boardxrox xxx Xxxxx; andxxd (o) an officer's certificate of officer'x xxxxxxxxxxx xx the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered delivered: (a) to the Purchaser: (ai) newly issued certificate(s) for 4,500,000 shares a copy of the Series B Preferred Stockregister of members of the Company, issued dated as of the Closing Date and duly certified by the registered office provider of the Company, evidencing the ownership by the Purchaser of all of the Purchased Shares (which shall have been converted into Ordinary Shares pursuant to Section 2.7, as applicable) of all Selling Shareholders, free and registered clear of all Liens; (ii) a copy of the share certificate in the name of the Purchaser and Purchaser, dated as of the Closing Date, evidencing the Series B Preferred Stock being purchased hereunderownership by the Purchaser of all of the Purchased Shares (which shall have been converted into Ordinary Shares pursuant to Section 2.7, as applicable) of all Selling Shareholders (the original duly executed copy of which shall be delivered to the Purchaser within five (5) Business Days after the Closing); (biii) a receipt for copy of the Purchase Price; (c) a true and complete copy, certified by the Secretary register of directors of the Company, dated as of the Closing Date and duly certified by the registered office provider of the Company, evidencing the resignation of each of the Outgoing Directors as directors of the Company and the appointment of the Purchaser Director as the sole director of the Company; (iv) (A) equity transfer agreements, dated as of the Closing Date, duly executed and delivered by each of the Outgoing Domestic Company Shareholders transferring their entire entity interests in the Domestic Company to the Purchaser Domestic Company Shareholder, (B) an amendment to the existing articles of association of the Domestic Company to reflect the transfer of equity interests and amendment of the articles of association, (C) a resolution or written decision from the shareholders of the Domestic Company approving the change of shareholders and amendment of the articles of association of the Domestic Company, (D) application documents and form(s) required by, and reasonably obtainable from, the local counterpart of State Administration of Industry and Commerce for the change of shareholders and the amendment to the articles of association, duly executed by the Domestic Company’s existing legal representative and affixed with its company seal, (E) termination agreement, dated as of the Closing Date, duly executed and delivered by each of the Outgoing Domestic Company Shareholders, the Domestic Company and the WFOE terminating the Control Documents to which any of the Outgoing Domestic Company Shareholders is a party, (F) a shareholder resolution of the Domestic Company and the WFOE approving the termination of the Control Documents, and (G) application documents and form(s) required by, and reasonably obtainable from, the local counterpart of the State Administration of Industry and Commerce for de-registration of equity interest pledge contemplated under the Control Documents, duly executed by each of the existing shareholders of the Domestic Company. (v) duly executed resignation and release letters, dated as of the Closing Date and in the form of Exhibit B, of each of the Outgoing Directors evidencing their resignation as members of the board of directors of the Company (and as officer, director, supervisor and/or observer of all other Group Companies if such Outgoing Director also serves any such position); (vi) duly executed resignation and release letters, dated as of the Closing Date and in the form of Exhibit B, of each of the existing directors of the HK Subsidiaries evidencing their resignation as members of the board of directors of the HK Subsidiaries (and as officer, director, supervisor and/or observer of all other Group Companies if such person also serves any such position); (vii) with respect to each Domestic Subsidiary and the Domestic Company, (A) signed resignation letter from the existing legal representative, the existing board chairman and the existing directors (or the existing executive director) and the existing supervisor of such Person, expressed to take effect from the Closing; (B) a resolution or written decision from the shareholder(s) of each such Person approving (i) the removal of the existing legal representative, chairman of the board of directors and directors (or executive director), and supervisor of such Person; and (ii) the appointment of the Purchaser’s nominees as the legal representative, the board chairman, the directors, and the supervisor of such Person, expressed to take effect from the Closing; and (C) application documents and form(s) required by, and reasonably obtainable from, the local counterpart of the Ministry of Commerce (as applicable) and the State Administration of Industry and Commerce for the change of legal representative, board chairman and directors (or executive director) and supervisor, the amendment to the articles of association, signed by its existing legal representative and affixed with its company seal; (viii) a copy of the resolutions duly and validly adopted by the Board board of directors of the Company and certified by a director of the Company, evidencing the authorization or acknowledgement (ias applicable) its by the board of directors of the Company of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including (A) the adoption of the Amended Articles (subject to the approval of the shareholders of the Company); (B) the resignation or removal (as applicable) of the Outgoing Directors; (C) the appointment of the Purchaser Director; (D) the transfer and conversion of the Purchased Shares of all of the Selling Shareholders as contemplated by this Agreement; in each case of (A) through (D), effective as of the Closing; (ix) a copy of the resolutions duly and validly adopted by the shareholders of the Company and certified by a director of the Company, evidencing the shareholders’ authorization of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby, including (including A) the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing adoption of the Certificate of Amendment with Amended Articles, (B) the Secretary of State removal (if necessary) of the State of Delaware and Outgoing Directors; (C) the issuance appointment of the New Securities, and Purchaser Director; (iiD) the Amended transfer and Restated By-lawsconversion of the Purchased Shares of all of the Selling Shareholders as contemplated by this Agreement, in each case of (A) through (D), effective as of the Closing; (dx) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer good standing of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not no earlier than five ten (10) Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in , issued by the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence Registrar of Companies of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the BoardCayman Islands; and (oxi) an officer's the closing certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofas contemplated by Section 7.2(d).

Closing Deliveries by the Company. At the Closing, the Company shall deliver or deliver, the Founder shall cause the Company to be delivered deliver, and the Seller shall provide reasonable cooperation (to the extent it is possible for the Seller to cooperate) for the Company to deliver: (a) to the Purchaser: (ai) newly issued certificate(s) for 4,500,000 shares a copy of the Series B Preferred Stockregister of members of the Company, issued to dated the Closing Date and duly certified by the registered office provider of the Company, evidencing the ownership by the Purchaser of all of the Purchased Shares free and clear of all Liens; (ii) a share certificate in the name of the Purchaser Purchaser, dated the Closing Date and duly executed by a director of the Board, evidencing the Series B Preferred Stock being purchased hereunderownership by the Purchaser of all of the Purchased Shares free and clear of all Liens; (biii) a receipt for copy of the Purchase Price; (c) a true and complete copy, certified by the Secretary register of directors of the Company, dated the Closing Date and duly certified by the registered office provider of the Company, evidencing the composition of the Board to be the Agreed Board Composition; (iv) a copy of the memorandum and articles of association of the Company as in effect immediately prior to the Closing which shall be the Existing Articles. (v) duly executed resignation and release letters, dated the Closing Date and in the form provided by the Purchaser, of each of the Outgoing Directors evidencing their resignation as members of the Board; (vi) the Deed of Non-Competition, dated the Closing Date, duly executed by the Company; (vii) the Employment Agreements, dated the Closing Date, duly executed by the Company; (viii) the Option Award Agreements, dated the Closing Date, duly executed by the Company; (ix) a copy of the resolutions duly and validly adopted by the Board prior to the Closing Date and duly certified by a director of the Board, evidencing the authorization by the board of directors of the Company of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including (iA) its the resignation or removal (as applicable) of the Outgoing Directors; (B) the Agreed Board Composition including the appointment of the Purchaser Directors; and (C) the transfer of the Purchased Shares as contemplated by this Agreement; (x) a copy of the resolutions duly and validly adopted by the shareholders of the Company prior to the Closing Date and duly certified by a director of the Board, evidencing the shareholders’ authorization of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the Transactions transactions contemplated hereby and thereby, including (A) the removal (if necessary) of the Outgoing Directors; (B) the Agreed Board Composition including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing appointment of the Certificate of Amendment with Purchaser Directors; and (C) the Secretary of State transfer of the State of Delaware and the issuance of the New SecuritiesPurchased Shares as contemplated by this Agreement, and (ii) containing each shareholder’s irrevocable waiver of any and all preemptive right, right of first refusal, tag-along rights and all other similar rights under the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary Existing Articles or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Boardotherwise; and (oxi) an officer's the closing certificate of the Chief Executive Officer Company and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofSeller as contemplated by Section 7.2(i).

Closing Deliveries by the Company. At Subject to the Closingdelivery of the items set forth in Section 2.7(a), at the Closing the Company or Seller Representative, as applicable, shall deliver or cause the execution and/or delivery to be delivered to Parent of all of the Purchaserfollowing: (ai) newly issued certificate(s) for 4,500,000 shares of one or more signature pages to the Series B Preferred StockEscrow Agreement, issued to duly executed and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderdelivered by Seller Representative; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended Quack Acquisition Agreement duly executed and Restated By-lawsdelivered by the parties thereto; (diii) the Quack IP License duly executed and delivered by the parties thereto; (iv) the Quack Promissory Note, duly executed and delivered by Eyelinkmedia Holding Limited; (v) the IRS Form 8832s prepared in accordance with Annex F as set forth on Schedule 2.7(b) (collectively, the “Pre-Closing Restructuring Documents”), duly executed and delivered by the parties thereto; (vi) a copy certificate of the secretary or assistant secretary of the Company certifying as true, correct and complete the following: (iA) the Certificate of Incorporation, certified by Memorandum of Association and the Secretary of State Company Bye-Laws; (B) a copy of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer resolutions of the Company’s board of directors authorizing the execution, dated as delivery and performance of this Agreement, the Closing DateBermuda Merger Agreement and any other documents delivered by the Company hereunder and the transactions contemplated hereby, stating that no amendments, other 15 than including the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such dateFinam Transactions, and (iiC) the By-laws, certified by written consent evidencing the Secretary or Assistant Secretary of the CompanyShareholder Approval; (evii) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan by an authorized signatory of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, effect that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(aSection 8.2(a) and Section 8.2(b) have been satisfied; (eviii) hereofa validly executed certificate from Bumble Holding pursuant to Section 6.04 of Notice 2018-29; (ix) a validly executed certificate from Bumble Holding pursuant to Treasury Regulation Section 1.1445-11T(d)(2)(i); and (x) evidence of the termination, without any continuing obligation or Liability of the Company or any of its Subsidiaries, of the Contracts listed on Section 2.7(b)(x) of the Company Disclosure Schedules.

Closing Deliveries by the Company. At the Closing, the Company shall, and the Founder Shareholder shall procure the Company to, deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate register of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer members of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, Date and (ii) the By-laws, duly certified by the Secretary or Assistant Secretary registered office provider of the Company, evidencing that the Purchaser is the owner of all the Purchased Shares, free and clear of all Liens; (b) one or more share certificates in the name of the Purchaser, dated as of the Closing Date and duly executed on behalf of the Company, collectively evidencing the ownership by the Purchaser of all of the Purchased Shares; (c) a copy of the register of directors of the Company, dated as of the Closing Date and duly certified by the registered office provider of the Company, evidencing the resignation of each of the Outgoing Directors appointed by the Selling Shareholders which sell all of their respective Purchased Shares at the Closing as directors of the Company and appointment of directors nominated by the Purchaser; (d) a copy of the register of directors of each of the Offshore Group Companies (other than the Company) as well as relevant filing proofs, dated as of the Closing Date and duly certified by the registered office provider (or equivalent) of such Offshore Group Company, evidencing the appointment of additional director(s) of such Offshore Group Company with individuals designated by the Purchaser; (e) written resolutions duly and validly adopted by the board of directors and shareholders of each of the Offshore Group Companies (other than the Company), evidencing the appointment of additional director(s) of such Offshore Group Company with individuals designated by the Purchaser; (f) the following items in respect of each of the Group Companies: (i) the USB Keys (U 盾) and other electronic devices to operate all its existing bank accounts (if applicable); and (ii) duly executed originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all of its bank accounts, as determined by the Purchaser. (g) a certificate of good standing certificate for the Company from the Secretary of State of the State of Delaware Company, dated as of a date not no earlier than five ten (10) Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in , issued by the Warrant Agreement), representing Registrar of Corporate Affairs of the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights AgreementCayman Islands; (h) evidence a certificate of incumbency of the termination Company, dated as of a date no earlier than ten (10) Business Days prior to the Closing Date, issued by the Registered Agent of the Voting Agreement satisfactory to the PurchaserCompany; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of letter from the Company with respect to its registered office provider to change the Options Grant and evidence, satisfactory client of record to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (ci) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) a letter of counsel to the Amended Company certifying the names and Restated By-lawssignatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder; (db) a copy of (i) the Certificate Memorandum of IncorporationAssociation, as amended (or similar organizational documents), of the Company and of each Subsidiary, certified by the Registrar of Companies or the Secretary of State of the State of Delawarejurisdiction in which each such entity is incorporated or organized, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Companyeach such entity, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate Memorandum of Incorporation Association (or similar organizational documents) since such date, and (ii) the By-lawsArticles of Association (or similar organizational documents) of the Company and of each Subsidiary, certified by the Secretary or Assistant Secretary of the Company;each such entity: (ec) a good standing certificate certificates for the Company StoreAge U.S. from the Secretary of State of the jurisdiction in which such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of Delaware the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing Date; (fd) the certificate of a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in authorized officer of the Warrant AgreementCompany required by Section 8.02(d)(i), representing the Warrants and issued to the Purchaser; (ge) a duly executed Registration Rights Agreement; (h) evidence the resignations, effective as of the termination Closing, of all of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements directors and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan officers of the Company with respect and StoreAge U.S. and the resignations, effective as of the Closing, of all of the directors and officers of StoreAge China appointed by the Company, except for such persons as shall have been designated in writing prior to the Options Grant and evidence, satisfactory Closing by the Purchaser to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (of) an officer's certificate of the Chief Executive Officer other opinions, certificates and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofother documents required to be delivered pursuant to Section 8.02.

Closing Deliveries by the Company. At Subject to the terms of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the PurchaserInvestor the following: (ai) newly issued certificate(s) for 4,500,000 shares Warrants in the forms of Exhibit A and Exhibit B attached hereto, duly executed by an authorized officer of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany; (bii) A certificate signed on the Company's behalf by its Chief Executive Officer and its Chief Financial Officer, certifying that: (1) each of the representations and warranties of the Company contained in Section 3 are true and correct on and as of the Closing Date in all material respects; and (2) the Company has performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement and the Netcenter Services Agreement that are required to be performed or complied with by it on or before the Closing Date and has obtained all material approvals, consents and qualifications necessary to enter into this Agreement and the Netcenter Services Agreement and to consummate the issuance of the Warrants (and the issuance of the Shares upon exercise thereof) to the Investor and the other transactions contemplated by this Agreement and the Netcenter Services Agreement. (iii) A copy of the Articles of Incorporation of the Company, certified as of a receipt for recent date by the Purchase PriceSecretary of State of California as a complete and correct copy thereof as of such date; (civ) A certificate of the Secretary of the Company, which has attached thereto: (1) the Bylaws of the Company (as amended through the date thereof), certified by the Secretary of the Company as a true and complete correct copy thereof as of the date of the certificate, and (2) a copy, certified by the Secretary of the CompanyCompany as a complete and correct copy thereof, of the resolutions duly and validly adopted by of the Board evidencing (i) its authorization of Directors of the execution and delivery Company providing for the approval of this Agreement and the consummation Netcenter Services Agreement, the issuance of the Transactions Warrants (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, Shares upon exercise thereof) to the Investor and (ii) the Amended consummation of the transactions contemplated by this Agreement and Restated By-laws;the Netcenter Services Agreement; and (dv) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior An opinion addressed to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the CompanyInvestor, dated as of the Closing Date, stating that no amendments, other 15 than the filing date of the Certificate of AmendmentClosing, have been made from Fenwick & West LLP, counsel to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined , in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence form of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofC hereto.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the PurchaserAcquiror: (a) newly issued certificate(sthe certificate referenced in Section 8.2(a) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderSection 8.2(b); (b) a receipt for the Purchase PriceClosing Amount; (c) a true and complete copy, certified with respect to each parcel of Business Owned Real Property that is owned by the Secretary of the Company, of a duly executed and acknowledged special warranty deed (or local equivalent) or, in the resolutions duly event the Company acquired title to any Business Owned Real Property pursuant to a quit claim deed, a quit claim deed (or local legal equivalent), in each case in proper recordable form and validly adopted by sufficient to vest title in the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawsAcquiror; (d) a copy duly executed instruments of (i) assignment and assumption of the Certificate of IncorporationBusiness Leased Real Property, certified executed by the Secretary of State of the State of DelawareCompany or its applicable Subsidiary, as of a date not earlier than five Business Days prior in form and substance reasonably satisfactory to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the CompanyAcquiror; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior duly executed counterparts to the Closing DateAncillary Agreements contemplated to be delivered pursuant to Section 8.2(c); (f) releases and Uniform Commercial Code termination statements, executed by the appropriate secured party and in a duly executed Warrant Agreement form appropriate for recording or filing, as applicable, that are sufficient to release any Lien against the Shares and a duly executed Warrant Certificate any Lien other than Permitted Liens (as such term is defined but specifically excluding any Liens arising from or related to those Liens set forth in Section 1.1(f) of the Warrant Agreement)Disclosure Schedule) against the Transferred Assets and assets of the Transferred Entities, representing and evidence of payoff and release of Liens pursuant to any mortgages on the Warrants and issued to the PurchaserOwned Real Property; (g) a duly executed Registration Rights Agreementsuch other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the Assumption of the Assumed Liabilities or to vest in the Acquiror all of the Company’s rights, title and interest in and to the Transferred Assets; (h) evidence of the termination of the Voting Agreement satisfactory a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the Purchasereffect that the Company is not a “foreign person”; (i) executed Employment Agreements a release of all of the Transferred Entities in form and Consulting Agreementssubstance reasonably acceptable to Acquiror; (j) a duly executed amendment the books, records, minute books and stock ledgers of the Transferred Entities to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidenceextent not located at a Facility, satisfactory to the Purchaser, that the Options Grant has been madeBusiness Leased Real Property or Business Owned Real Property; (k) duly transfer Tax forms (or portions thereof) for Business Owned Real Property and Business Leased Real Property, where applicable, prepared by Acquiror and required to be executed Stock Option Agreements between by the Company transferor, in form and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx substance reasonably acceptable to Acquiror and Xx. Xxx Xxxxx Xxxxxxx;the Company; and (l) a legal opinion from certificates representing the Company's U.S. counsel Shares, duly endorsed, or accompanied by stock powers duly executed, with respect to such matters all other assignments, deeds, share transfer forms, endorsements or other instruments or documents, duly stamped where necessary, as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofrequired by applicable Law.

Closing Deliveries by the Company. At On the ClosingClosing Date, the Company shall deliver or cause to be delivered to the PurchaserCBLI and Rusnano: (ai) newly issued certificate(s) for 4,500,000 shares executed counterparts of this Agreement and each other Transaction Agreement to which it is a party and to which the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderRussian Entity is a party; (b) a receipt for the Purchase Price; (cii) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board board of directors and the stockholders of the Company evidencing their authorization of (i) its authorization of the execution and delivery of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the Transactions (including the entering into the Warrant Agreement transactions contemplated hereby and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, thereby and (ii) the Amended and Restated By-lawsadoption of resolutions with regard to matters set forth in Section 7.1(vi)(A)-(D) of this Agreement; (diii) a true and complete copy, certified by an officer of the Russian Entity, of the resolutions duly and validly adopted by the board of directors and the stockholders of the Russian Entity evidencing the adoption by the Russian Entity of the Monitoring Regulation, the Russian Entity Charter and the Special Account Agreement; and a true and complete copy of the register of the Russian Entity participants certified by an officer of the Russian Entity to the fact that the Company is the sole participant in the charter capital of the Russian Entity; (iv) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement and the other Transaction Agreements to which it is a party and the other documents to be delivered hereunder and thereunder; (v) a copy of (iaa) the Certificate Charter of Incorporationthe Company, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate of Incorporation Charter since such date, and (iibb) the By-lawsBylaws of the Company, certified by the Secretary or Assistant Secretary of the Company; (evi) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing DateDelaware; (fvii) a duly executed Warrant Agreement and copy of the Plan, setting aside for grants thereunder not more than the number of shares of Common Stock equal to 10% of the capital stock of the Company on a duly executed Warrant Certificate (fully-diluted basis, as such term is defined in of the Warrant Agreement), representing date of the Warrants and issued to the PurchaserInitial Closing; (gviii) a duly executed Registration Rights Agreement; the share certificates representing the Shares in accordance with Sections 5.1(a) and (hb) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (mix) a legal opinion an acknowledgement of receipt of the initial funding from the Company's Russian counsel Investors in the form of cash, convertible Note and the Transferred IP, all in accordance with respect to such matters as set forth in Exhibit H attached to Sections 5.1(a) and (b) of this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (ox) an officer's certificate copies of the Chief Executive Officer and Chief Financial Officer of Intellectual Property Agreements, to which the Company certifying is a party, executed by the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofCompany.

Closing Deliveries by the Company. At Prior to or at the 2021 IPO Closing, the Company shall deliver or cause to be have delivered the following documents to the PurchaserInstitutional Investors, and the Company shall use best efforts to deliver such documents to the Investors: (a) newly issued certificate(san (i) for 4,500,000 shares amended and restated Certificate of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary Incorporation of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment which has been filed with the Secretary of State of the State of Delaware and is effective prior to the issuance 2021 IPO Closing, which (A) provides for the removal of any provisions regarding, or relating to, the Preferred Stock (including (x) the preferences owed to the holders thereof, (y) the rights and obligations of the New Securities, holders thereof and (z) any associated defined terms)) and (B) includes the language set forth in Exhibit E attached hereto that is entitled “Stapling Language in Company COI” and (ii) the Amended amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State restated Bylaws of the State of Delaware, as of a date not earlier than five Business Days prior to Company which (A) includes the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer language set forth on Exhibit E attached hereto that is entitled “Stapling Language in Bylaws of the Company, dated as ,” providing for (x) the stapling of the Closing Date, stating that no amendments, other 15 than 2021 IPO Convertible Note received by L Xxxxxxxxx to the filing common stock issued to L Xxxxxxxxx pursuant to Section 1.1(e) of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, Agreement and (iiy) the By-laws, certified stapling of the 2021 IPO Convertible Note received by Pamplona in respect of the Preferred Stock IPO Entitlement Amount to the common stock received by Pamplona in respect of the Preferred Stock IPO Entitlement Amount (but neither such language nor any other stapling language in such Bylaws shall apply to any 2021 IPO Convertible Note received by Pamplona in respect of the Pamplona Note IPO Entitlement Amount or to the common shares received on the exercise pursuant to Section 3.6 of the exercise of Warrant No. 1 and Warrant No,. 3 issued by the Secretary or Assistant Secretary of Company to Pamplona on November 29, 2019 and October 14, 2020, respectively) and (B) includes the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement)language set forth on Exhibit F attached hereto, representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to board right provided in the Purchaser, that 2021 IPO Convertible Notes received by Pamplona in respect of the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the BoardPamplona Note IPO Entitlement Amount; and (ob) an officer's certificate the Registration Rights Agreement, attached hereto as Exhibit G (the “Registration Rights Agreement”), duly executed and delivered by the Company and each of the Chief Executive Officer and Chief Financial Officer of Investors (other than the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofInstitutional Investors).

Closing Deliveries by the Company. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall deliver or cause to be delivered to Parent and Merger Sub the Purchaserfollowing items: (ai) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stocka Restrictive Covenant Agreement, issued to and registered substantially in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderform attached hereto as Exhibit A (each, a “Shareholder Restrictive Covenant Agreement”), duly executed by each Shareholder set forth on Schedule 2.08(c)(i); (bii) a receipt for fully executed payoff letters and UCC-3 termination statements evidencing the Purchase Pricecomplete satisfaction of the Payoff Indebtedness and the termination or release of all Encumbrances in respect of the Payoff Indebtedness; (ciii) the Certificate of Merger, dated as of the Closing Date and duly executed by the Company; (iv) each consent identified on Schedule 2.08(c)(iv) (the “Material Consents”), which shall in each case be in form and substance reasonably acceptable to Parent; (v) a true and complete copycertificate, certified duly executed by the Secretary of the Company: (A) certifying, as complete and accurate as of the Closing Date, attached copies of the articles of incorporation and bylaws of the Company, (B) certifying and attaching all requisite resolutions duly or actions of the Company Board and validly adopted by the Board evidencing (i) its authorization of Shareholders approving the execution and delivery of this Agreement the Transaction Documents and the consummation of the Transactions (including the entering into the Warrant transactions contemplated by this Agreement and (C) certifying as to the Registration Rights Agreement) incumbency and the filing signatures of the Certificate of Amendment with the Secretary of State officers of the State of Delaware and Company executing the issuance of the New Securities, and (ii) the Amended and Restated By-lawsTransaction Documents; (dvi) a copy of (i) the Certificate of Incorporationcertificate, certified duly executed by the Secretary of State of the State of DelawareChief Executive Officer, as of a date not earlier than five Business Days prior to the Closing Date Chief Operating Officer and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer Chief Financial Officer of the Company, in substantially the form attached hereto as Exhibit B, dated as of the Closing Date, stating that no amendments, other 15 than certifying the filing fulfillment of the Certificate of Amendmentconditions specified in Section 7.02(a), have been made to such Certificate of Incorporation since such dateSection 7.02(c), and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the CompanySection 7.02(e); (evii) a good standing certificate for Joinder Agreement, substantially in the form attached hereto as Exhibit C (the “Joinder Agreement”), duly executed by Shareholders collectively holding 100% of the issued and outstanding shares of the Company entitled to vote on the transactions contemplated by this Agreement; (viii) certificates from the applicable Secretary of State of the State of Delaware dated as of a date not earlier than five the tenth (10th) Business Days Day prior to the Closing DateDate as to the good standing of the Company in the State of Tennessee and each other jurisdiction where the Company is qualified to do business; (fix) a properly executed certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3) stating that the Company is not, nor has it been, a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c) of the Code; (x) the written and, other than conditioned on the consummation of the transactions contemplated hereby, unconditional resignation of all directors and officers of the Company; (xi) releases from the Pre-Closing Noteholders, the Company’s landlord, current and former employees, officers, directors, and service providers, and other Persons set forth on Schedule 2.08(c)(xi), in such form and substance as satisfactory to Parent and Merger Sub; and (xii) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion agreement from the Company's U.S. counsel with respect to such matters as Persons set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofon Schedule 2.08(c)(xii).

Closing Deliveries by the Company. At the Closing, the Company shall deliver (or cause to be delivered delivered) to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered Certificates in the name of the Purchaser and evidencing for the Series B Preferred Stock being Shares purchased hereunder; (b) a receipt for evidence in form and substance reasonably satisfactory to the Purchase PricePurchaser that the composition of the Company’s board of directors be comprised at Closing as provided in Section 1.4; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, in form and substance reasonably satisfactory to the Purchaser, that the Options Grant has been madeworking capital deficiency of the Company is no greater than $2,000,000; (d) a Separation Agreement between the Company and Xxxxxxxxx Xxxxxxx, in the form attached hereto as Exhibit C, duly executed by the parties thereto; (e) a Consulting Agreement between the Company and Xxxxxxxxx Xxxxxxx, in the form attached hereto as Exhibit D, duly executed by the parties thereto; (f) a Separation Agreement between the Company and Xxxxxxx Xxxxxxxxx, in the form attached hereto as Exhibit E, duly executed by the parties thereto; (g) a Consulting Agreement between the Company and Xxxxxxx Xxxxxxxxx, in the form attached hereto as Exhibit F, duly executed by the parties thereto; (h) an amendment to the Employment Agreement between the Company and Xxxx Xxxxx, in the form attached hereto as Exhibit G, duly executed by the parties thereto; (i) a copy of the minutes of meeting or written consent duly executed by each director of the Company, providing the valid adoption of resolutions of the Company’s board of directors approving this Agreement and each other transaction agreement provided for in this Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby; (j) a copy of the Current Report on Form 8-K, in form and substance satisfactory to the Purchaser, disclosing the transactions contemplated in this Agreement, as provided in Section 3.3; (k) waivers, in form and substance satisfactory to the Purchaser, duly executed Stock Option Agreements between by each I-Bankers Direct, LLC. and WestPark Capital, Inc., of fees and commission with respect to the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx;transactions contemplated by this Agreement. (l) a legal opinion from copies of all material consents, authorizations, filings, licenses, approvals, and notice required or otherwise reasonably requested by the Company's U.S. counsel Purchaser in connection with respect to such matters as set forth in Exhibit G attached to the execution, delivery and performance by the Company or the validity and enforceability of, this Agreement;; and (m) a legal opinion from such other documents as may be necessary to effect the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to consummation of the transactions contemplated by this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. (a) At the --------------------------------- Closing, the Company shall deliver to Cerner: (i) a certificate or cause certificates evidencing the Cerner Shares to be delivered purchased by Cerner pursuant to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to this Agreement in definitive form and registered in the name such names and in such denominations as Cerner shall request; (ii) an executed counterpart of each of the Purchaser and evidencing Ancillary Agreements to which the Series B Preferred Stock being purchased hereunder; Company is a party; (biii) a receipt for certificate from the Purchase Price; Company to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing, with the same force and effect as if made as of the Closing Date, signed by a duly authorized officer; and (civ) a true and complete copy, certified by the Secretary of the Company, Company of the resolutions duly and validly adopted by the its Board of Directors of evidencing (i) its their authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing transactions contemplated hereby, together with a certified copy of the Certificate of Amendment with the Secretary of State Charter and By-laws of the State Company. (b) At the Closing, Avicenna shall deliver to Cerner: (i) an executed counterpart of Delaware and the issuance each of the New Securities, and Ancillary Agreements to which Avicenna is a party; (ii) a certificate from Avicenna to the Amended effect that the representations and Restated By-laws; warranties of Avicenna contained in this Agreement are true and correct as of the Closing, with the same force and effect as if made as of the Closing Date, signed by a duly authorized officer; and (diii) a copy of (i) the Certificate of Incorporationtrue and complete copy, certified by the Secretary of State Avicenna of the State resolutions duly and validly adopted by its Board of DelawareDirectors of evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certified copy of the Charter and By-laws of Avicenna. (c) At the Closing, Synetic shall deliver to Cerner: (i) an executed counterpart of each of the Ancillary Agreements to which Synetic is a party; (ii) a certificate from Synetic to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of a date not earlier than five Business Days prior to the Closing Date Closing, with the same force and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated effect as if made as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, signed by a duly authorized officer; and (iiiii) the By-lawsa true and complete copy, certified by the Secretary or Assistant Secretary of Synetic of the Company; (e) a good standing certificate for the Company from the Secretary resolutions duly and validly adopted by its Board of State Directors of evidencing their authorization of the State execution and delivery of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant this Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence consummation of the termination transactions contemplated hereby, together with a certified copy of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements Charter and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan By-laws of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofSynetic.

Closing Deliveries by the Company. At the Closing, subject to the satisfaction or waiver of the conditions set forth in Articles VII and IX, the Company shall deliver or cause to be delivered to Parent the Purchaserfollowing documents: (a) newly issued certificate(s) for 4,500,000 shares executed copies of any Ancillary Agreement to which it, or the Series B Preferred StockSecurityholders’ Representative, issued is a party or signatory (to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderextent not previously delivered); (b) a receipt for certificate of an authorized officer of the Purchase PriceCompany certifying that the conditions set forth in Sections 8.1, 8.2, 8.3 and 8.6 have been satisfied; (c) a (i) certificate described in Treasury Regulation Section 1.1445-2(c)(3), in form reasonably satisfactory to Parent, certifying that none of the interests in the Company are U.S. real property interests for purposes of Section 1445 of the Code, 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 a copy of such certificate and notice to the IRS on behalf of the Company after the Closing; (d) true and complete copycopies, certified by the Secretary or an Assistant Secretary of the Company, of (A) the Organizational Documents of the Company and (B) the resolutions duly and validly adopted by the Board of Directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party or signatory and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights transactions contemplated by this Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) the Written Consent; (f) a duly executed pay-off letter from each of the holders of Closing Date Indebtedness, in form and substance reasonably satisfactory to Parent, certifying that all such Closing Date Indebtedness owing to such holder shall be fully paid upon the receipt by such holder of funds pursuant to Section 3.4(c)(ii) and authorizing the release of all Encumbrances and the termination of all agreements and other security interests related to such Closing Date Indebtedness following satisfaction of the terms contained therein, together with any necessary Uniform Commercial Code authorizations or other releases as may be reasonably required to evidence the satisfaction of such Closing Date Indebtedness; (g) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days days prior to the Closing Date;; and (fh) a duly executed Warrant Agreement and pay-off letter from each payee of Closing Date Company Transaction Expenses (each, a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement“Company Expense Payoff Letter”), representing certifying that all Closing Date Company Transaction Expenses owing to such payee shall be fully paid upon the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence receipt by such payee of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as amount set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofExpense Payoff Letter.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) a newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, stock certificate issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunderCompany Shares; (b) a receipt for the Company Shares Purchase Price; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board board of directors of the Company evidencing (i) its authorization of the execution and delivery of this Agreement and the Stockholders' Agreement and the consummation of the Transactions (transactions contemplated hereby and thereby, including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, Company Shares and (ii) the Amended expansion of the board of directors of the Company (the "Board of Directors") from four to five directors and Restated By-lawsthe election of the individual designated by the Purchaser in writing to the board of directors, to serve until the next annual meeting of the Company's stockholders; (d) from Futro & Trauxxxxxxx XXX a legal opinion, addressed to the Purchaser and dated the Closing Date, substantially in the form of Exhibit 2.03(d); (e) a copy of (i) the Certificate certificates of Incorporationincorporation, as amended (or similar organizational documents), of the Company, certified by the Secretary secretary of State state of the State of DelawareIllinois, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate certificate of Incorporation incorporation since such date, and (ii) the Byby-laws, laws of the Company certified by the Secretary or Assistant Secretary of the Company; (ef) a good standing certificate certificates for the Company and for each Subsidiary from the Secretary secretary of State state or similar Governmental Authority, if applicable, of the State of Delaware jurisdiction in which each such entity is incorporated or organized, in each case dated as of a date not earlier than five Business Days prior to the such Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser;; and (g) a duly executed Registration Rights Agreement; (h) evidence certificate of the termination registrar and transfer agent of the Voting Agreement satisfactory to Company, certifying the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 number of outstanding shares of Common Stock Option Plan of the Company with respect as of a date not more than two Business Days prior to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofClosing Date.

Closing Deliveries by the Company. At the Closing, the Company Sellers shall deliver or cause to be delivered by the Company to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary a duly authorized officer of the Company, of the resolutions duly and validly adopted by the Board of Directors and the shareholders of the Company evidencing (i) its authorization of the execution and delivery of this Agreement the Transaction Documents to which it is a party and the consummation of the Transactions (including the entering into the Warrant Agreement transaction set forth herein and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-lawstherein; (db) a copy of (i) the Certificate Articles of IncorporationAssociation of the Company, certified by the Secretary of State Civil Law Notary, dated as of the State Closing Date, and an excerpt of Delawarethe Company's information from the Dutch Trade Register, as of a date not earlier than five ten (10) Business Days prior to the Closing Date, accompanied by a certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, stating that no amendments have been made to such Articles of Association since such date; (c) a copy of the Articles of Association (or similar organizational documents), of each Subsidiary, certified by the Registrar of Companies or the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date not earlier than ten (10) Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Companyeach such entity, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, amendments have been made to such Certificate Articles of Incorporation Association (or similar organizational documents) since such date, and ; (iid) the By-laws, certified by the Secretary or Assistant Secretary certificate of a duly authorized officer of the CompanyCompany required by Section 8.02(d)(i); (e) a good standing certificate for the resignations, effective as of the Closing, of all of the directors of the Company from the Secretary and of State of the State of Delaware dated each Subsidiary, except for such Persons as of a date not earlier than five Business Days shall have been designated in writing prior to the Closing Dateby the Purchaser to the Company and the Sellers Representatives; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in copy of each of the Warrant Agreement), representing consents listed on Section 8.01(e) of the Warrants and issued to Disclosure Schedule that has been obtained by the Purchaser;Company; and (g) a duly an executed Registration Rights Agreement; (h) evidence of the termination of the Voting Transitional Services Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from by the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

Closing Deliveries by the Company. At The obligations of each Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the Company shall deliver or cause to be delivered to the Purchaserfollowing conditions unless otherwise waived: (a) newly issued certificate(s) for 4,500,000 shares The representations and warranties of the Series B Preferred Stock, issued to Company contained in Section 2.1 shall be true and registered correct in the name all respects as of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder;Closing. (b) a receipt for The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchase Price;Company on or before the Closing. (c) The President of the Company shall deliver to the Purchasers at the Closing a true certificate certifying that the conditions specified in Subsections 1.4(a) and complete copy1.4(b) have been fulfilled. (d) As of the Closing, certified the authorized size of the Board of Directors shall be seven (7), and the Board of Directors shall be comprised of the five (5) current directors and two (2) designees of the Purchasers (the “Purchaser Designees”), who shall initially be Txx Xxxxxxxx and one designee of Horizons (as defined in the Investors’ Rights Agreement), and shall be subject to further modification in accordance with the Investors’ Rights Agreement. The Company shall have executed and delivered an Indemnification Agreement in the form attached hereto as Exhibit A to each Purchaser Designee. (e) The Company shall deliver certificates evidencing the Shares purchased by each Purchaser, registered in their respective names. (f) The Company, each other Purchaser and the other shareholders of the Company named as parties thereto shall have executed the Investors’ Rights Agreement in the form of Exhibit B hereto (the “Investors’ Rights Agreement”). (g) The Company shall deliver copies of all material consents, authorizations, filings, licenses, approvals, and notice required or otherwise reasonably requested by the Secretary Purchasers in connection with the execution, delivery and performance by the Company, or the validity and enforceability of, this Agreement and all the Other Agreements (as hereinafter defined) to which each Purchaser is a party. (h) The secretary of the Company shall deliver to each Purchaser a certificate certifying the Articles of Incorporation and bylaws of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization directors and shareholders of the execution and delivery of Company in connection with this Agreement and the consummation transactions contemplated hereby, and the incumbency of certain officers of the Transactions Company in the form of Exhibit C hereto. (including i) The Company shall deliver to each Purchaser copies of certificates issued by the entering into appropriate governmental authorities evidencing the Warrant Agreement and the Registration Rights Agreement) and the filing good standing of the Company as of a date not more than three (3) days prior to the Closing Date as a corporation organized under the laws of the State of Nevada. (j) The Company shall deliver to each Purchaser copies of certificates issued by the appropriate governmental authorities evidencing the good standing of each Subsidiary (as hereinafter defined) as of a date not more than three (3) days prior to the Closing Date as a corporation organized under the laws of their respective jurisdictions of incorporation. (k) The Company shall have filed a Certificate of Amendment Designation with respect to the shares of Preferred Stock being issued upon conversion of the LOC Note (as defined below) as contemplated by Section 1.4(q)(i) with the Secretary of State of the State of Delaware Nevada and the issuance of the New Securities, shall be in full force and (ii) the Amended and Restated By-laws;effect. . (dl) a copy of (i) the Certificate of IncorporationThe Purchasers shall have received from Gxxxxxxxx Xxxxxxx Boulris PLLC, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of counsel for the Company, an opinion, dated as of the Closing DateClosing, stating that no amendmentsin substantially the form of Exhibit D attached to this Agreement. (m) The Company shall deliver to each Purchaser such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement. (n) The Purchasers shall have completed their legal, financial, management, technical, intellectual properties, business operation, permits and regulatory compliance and business due diligence investigation of the Company to their satisfaction. (o) The Company shall have entered into a summary of terms outlining the material terms of a proposed joint venture in a form acceptable to the Purchasers (the “JV”). (p) Any existing registration rights, other 15 than registration rights in favor of CD Financial, LLC (“CD Financial”) or its Affiliates pursuant to the filing Investors’ Rights Agreement, shall have been terminated. (q) The consummation of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser;following contemporaneous financial transactions: (i) executed Employment Agreements Contemporaneously with and/or prior to Closing, the principal balance of the Company’s current line of credit note (“LOC Note”) as of April 16, 2015 in the amount of $8,800,000, payable to CD Financial, LLC (“CD Financial”), will be reduced by $4,000,000. In addition, at Closing, the maturity date of the LOC Note shall be extended to January 2, 2020 and Consulting Agreements;the borrowing cap thereunder shall be reduced to $4,500,000. All other terms of the LOC Note will remain unchanged. The $4,000,000 principal reduction will be converted at Closing by CD Financial into a new series of preferred stock of the Company, designated as Series D Preferred Stock with terms comparable to the other outstanding series of preferred stock held by CD Financial and reasonably satisfactory the Purchasers. The Series D Preferred Stock will bear a cash dividend of 5% per annum, payable quarterly, and will be convertible, at the holder’s option, into shares of Common Stock at a conversion rate of $0.86 per share (subject to customary anti-dilution adjustments), through January 2, 2020 or through such earlier date as the LOC Note is repaid in full, if CD Financial elects not to exercise its conversion rights thereunder. (jii) a duly executed amendment The current $1.5 million convertible note (the “CDS Note”) payable by the Company to CDS Ventures of South Florida, LLC (“CDS Ventures”), will be purchased at Closing by certain of the 2003 Purchasers from CDS Ventures for $4,450,000 and thereupon, converted in full into shares of Common Stock Option Plan of the Company in accordance with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofits terms.

Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) certificates for 4,500,000 shares each of the Series B Common Shares and the Preferred StockShares, issued to and registered in the name of the Purchaser and evidencing the Series B Common Shares and Preferred Stock Shares being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) transactions contemplated hereby and the filing of the Certificate of Amendment Designation with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended amendment of the Rights Agreement as required by this Agreement, and Restated (iii) the amendment of the By-lawslaws as required by this Agreement; (d) a legal opinion, addressed to the Purchaser and dated the Time of Delivery from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, substantially in the form of Exhibit C; (e) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date Time of Delivery and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing DateTime of Delivery, stating that no amendments, other 15 than the filing of the Certificate of AmendmentDesignation, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (ef) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser;Time of Delivery; and (g) a duly executed Registration Rights Agreement; on Completion (h) evidence or at such later time when the consideration payable to the holders of the termination of New Crown Shares (or, if earlier, C&W) under the Voting Transaction Agreement satisfactory is to be paid), joint instructions to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment Receiving Agent referred to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereofSection 2.03.