Common use of Closing Deliveries of the Purchaser Clause in Contracts

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements Consideration Securities registered as directed by TargetCo on behalf of the CSE, or otherwise, shall be delivered directly to the Escrow AgentTargetCo Securityholders; (b) certificates evidencing certificate(s) representing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, Special Voting Shares shall be delivered directly to the Escrow AgentTrustee; (c) if required, an escrow agreement in a form satisfactory to executed copies of the CSE, among the Purchaser, the Escrow Agent Executive Employment Agreements and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the PurchaserAncillary Agreements; (d) if required, evidence of the Shareholders’ Approval; (e) a certificate of one the CEO of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors Board of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsConsideration Securities, and (iii) as to the incumbency and genuineness of the signature of each the officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ef) approval from the CSE for conditional listing, subject only to the completion of the Financing and Transaction; (g) the officer's ’s certificates referred to in Sections 3.03(f3.02(d) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)3.02(e); (h) resignations a certificate of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer good standing of the Purchaser; (i) a certificate resignation of good standing for the officers and directors of the Purchaser and resolutions consented to in writing by the Board of the Purchaser appointing Xxxxx Xxxxxxx, Xxxx Xxxxxx and up to three (3) further nominees of TargetCo as directors of the Purchaser; and (j) a certificate from resolutions consented to in writing by the transfer agent Board of the Purchaser certifying appointing Xxxxx Xxxxxxx as the number of issued and outstanding shares CEO of the Purchaser immediately prior to and Xxxx Xxxxxx as the ClosingCOO and Secretary of the Purchaser.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be deliveredshall provide the following: (ai) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements delivery of the CSE, or otherwise, shall be delivered directly duly issued Closing Dolphin Shares to the Escrow AgentSellers; (bii) certificates evidencing the Replacement Optionsby wire transfer of immediately available funds, provided, however, that certificates evidencing any Replacement Options required to be held cash in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly an amount equal to the Escrow AgentCompany Transaction Expenses, to the accounts directed by the Sellers as set forth in Annex 2.2(b); (ciii) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties theretoeach Employment Agreement, duly executed by the Purchaser; (div) the Registration Rights Agreement, duly executed by the Purchaser; (v) the Seller Put Agreements, duly executed by the Purchaser; (vi) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies duly executed by the Secretary of the notice of articles and articles Purchaser, certifying as to an attached copy of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors Board (as defined below) (A) authorizing and approving the execution, delivery and performance of, and the consummation of the Purchaser approving transactions contemplated by, this Agreement and each Transaction Document, (B) increasing the entering into size of the Board (as defined below) from five to seven directors, the effectiveness of which is subject to the execution of this Agreement and all ancillary agreements contemplated herein and (C) agreeing to nominate a new independent director, along with a director selected by the completion Sellers, each to be elected at the next annual meeting of shareholders of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated herebyCompany; (evii) a dated, completed and signed Accredited Investor Questionnaire in the form attached as Exhibit C hereto from the Purchaser, with all blanks required to be completed by the Purchaser properly completed, (viii) the officer's certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicableSide Letter, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the PurchaserWxxxxxx X’Xxxx; and (jix) a certificate from any other documents and consents necessary to complete the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closingtransactions contemplated hereby.

Closing Deliveries of the Purchaser. At or prior to the Time of Closing, the Purchaser will deliver or cause to be delivereddelivered to the Vendor all of the following: (a) share certificates 2.7.1 a duly executed copy of the Share Transfer Instrument; 2.7.2 a certificate of status for Axxxxx issued as of a recent date by the applicable Governmental Authority evidencing the Payment Sharesgood standing of Axxxxx; 2.7.3 a certificate of the Chief Executive Officer (or other Person acceptable to the Vendor) of the Purchaser, provideddated the Closing Date, howeverin form and substance reasonably satisfactory to the Vendor, that certificates as to the resolutions adopted by the board of directors of each of the Purchaser and Axxxxx authorizing and approving the Contemplated Transactions, which resolutions will have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; 2.7.4 DRS statements or equivalent documentation from Axxxxx’x transfer agent, evidencing any the registration of the Payment Shares required to be held registered in escrow the name of the Vendor and in accordance with the requirements registration instructions to be provided by the Vendor prior to Closing the Closing Date; 2.7.5 evidence of delivery of the CSE, or otherwise, shall be delivered directly to Cash Consideration as directed by the Escrow AgentVendor; (b) certificates evidencing 2.7.6 the Replacement Options, provided, however, that certificates evidencing any Replacement Options certificate of the Purchaser and Axxxxx required to be held in escrow in accordance with delivered pursuant to Section 7.2.4; 2.7.7 the requirements of the CSE, or otherwise, shall be delivered directly Transition Services Agreement signed by OpCo and Axxxxx; 2.7.8 Axxxxx will deliver written confirmation to the Escrow AgentVendor evidencing the Payment Shares have been approved for listing on the Exchange; (c) if required, an escrow agreement in 2.7.9 a form satisfactory list setting out all Akanda Shares that are subject to the CSE, among the Purchaser, the Escrow Agent lock-up restrictions as of date of this Agreement and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: along with dates when such shares will be released from lock-up (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date“Akanda Locked-Up Securities”); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and ; 2.7.10 any consents, waivers or approvals required to be obtained by any Akanda Group Member with respect to the completion of the TransactionContemplated Transactions, including the issuance consents, waivers, approvals and actions of the Payment Shares and Replacement Optionsor by, and (iii) as all filings with and notifications to, any Governmental Authority pursuant to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser7.1.1; and (j) a certificate from 2.7.11 such other documents as may be reasonably required for the transfer agent of the Purchaser certifying the number of issued Acquisition and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates (or DRS) evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with registered as directed by the requirements Shareholders (or by Xxxx on behalf of the CSE, or otherwise, shall be delivered directly to the Escrow AgentShareholders); (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, Shares; and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ec) the officer's ’s certificates referred to in Sections 3.03(f4.03(c) and 3.03(g4.03(d); (fd) if applicable, duly executed copies resignations of the directors of the Purchaser (including a statement from each of the directors certifying that such director does not have any Shareholder Consent Agreement referred claim in any respect against the Purchaser) and resolutions consented to in Section 3.02(b) signed writing by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, directors of the completion of the Consolidation Purchaser (and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow shareholders of the proceeds thereof (other than the completion Purchaser) appointing nominees of the Transaction)); (h) resignations of current Boba as directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaserif applicable; (ie) a certificate of good standing for the Purchaser; and (jf) a certificate from the secretary (or transfer agent agent, if applicable) of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing, and the number of issued and outstanding convertible securities and contractual obligations for Common Shares of the Purchaser.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by FSB on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSEOTC, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSEOTC, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE OTC to be parties thereto, duly executed by the Purchaser; (c) if required, evidence of the Shareholders’ Approval; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsShares, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's ’s certificates referred to in Sections 3.03(f3.02(e) and 3.03(g3.02(f); (f) evidence of the conditional approval of the OTC for the completion of the Transaction and; (g) if applicable, duly executed copies of any FSB Shareholder Consent Agreement referred to in Section 3.02(b3.01(c); (h) signed by a certificate of status for the Purchaser; (gi) evidence satisfactory to XxxxxXFSB, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate favourable legal opinion regarding customary corporate and securities law matters from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior counsel to the ClosingPurchaser, in form and substance satisfactory to FSB and their counsel, each acting reasonably.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesConsideration Shares registered as directed by TargetCo on behalf of the TargetCo Shareholders, provided, however, that, unless the Purchaser has already engaged a transfer agent that is approved by the CSE or another stock exchange in Canada (an “Approved Transfer Agent”), such share certificates evidencing any Payment the Consideration Shares required will be held by the Purchaser in its minute book as such share certificates will need to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow converted into share certificates containing a CUSIP issued by an Approved Transfer Agent; (b) certificates evidencing the Replacement Optionsif required, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements evidence of the CSE, or otherwise, shall be delivered directly to the Escrow AgentShareholders’ Approval; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaserevidence of approval of Qualcan Shareholder Consent Materials; (d) a certificate of one a senior officer of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsConsideration Shares, and (iii) as to the incumbency and genuineness of the signature of each the officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's ’s certificates referred to in Sections 3.03(f3.02(e) and 3.03(g3.02(f); (f) if applicable, duly executed copies a certificate of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by good standing of the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, resignation of Kxxxxxx Cotiamco as the President and sole director of the completion Purchaser and resolutions consented to in writing by the sole director of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow Purchaser appointing five individuals as directors of the proceeds thereof (other than the completion of the Transaction)Purchaser pursuant to Section 2.05(b); (h) resignations of current directors and officers resolutions consented to in writing by the sole director of the Purchaser, and resolutions of Purchaser appointing Lxxxxxx Xxxxxxxx as the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser;Purchaser and the Chief Financial Officer of the Purchaser as set out in Section 2.05(d); and (i) a certificate of good standing for resolutions consented to in writing by the Purchaser; and (j) a certificate from the transfer agent sole director of the Purchaser certifying and such other persons whose consent may be required under Canadian law adopting an amendment to Purchaser’s Notice of Articles and Articles that adequately, in TargetCo’s sole and absolute discretion, expresses the number of issued terms and outstanding shares conditions and rights and privileges of the Purchaser immediately prior to Common Shares and Class A Common Shares upon completion of the Closing.share exchange contemplated hereunder in conformity with Schedule “C” hereto

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); and (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated herebyShares; (ec) the officer's ’s certificates referred to in Sections 3.03(f3.03(d) and 3.03(g3.03(e); (fd) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (ge) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer a shareholders’ register showing shareholder ownership of the Purchaser; (if) a certificate of good standing for the Purchaser; (g) duly executed resignations (including a statement certifying that said director does not have any claim in any respect against the Purchaser) and duly executed resolutions of the Purchaser’s Board of Directors (and if applicable, the shareholders of the Purchaser) appointing the Midori Board Nominees such that the Purchaser Board of Directors will be comprised of no more than four (4) directors; and (jh) duly executed resignations (including a certificate from statement certifying that said officer does not have any claim in any respect against the transfer agent Purchaser) and duly executed resolutions of the Purchaser’s Board of Directors (and if applicable, the shareholders of the Purchaser) appointing Kxx Xxxxx as the CEO of the Purchaser certifying and Rxxxxx Xxxxxx as the number of issued and outstanding shares President of the Purchaser immediately prior to the ClosingPurchaser.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Aura Shareholders (or by Aura on behalf of the Aura Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, CSE shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement OptionsConvertible Securities registered as directed by the holders of Aura Closing Convertible Securities (or Aura on behalf of the holders of Aura Closing Convertible Securities), provided, however, that certificates evidencing any Replacement Options Convertible Securities required to be held in escrow in accordance with the requirements of the CSE, or otherwise, CSE shall be delivered directly to the Escrow Agent; (c) certificates evidencing the Purchaser Finder Shares registered as directed by the Purchaser Finder, provided, however, that certificates evidencing any Purchaser Finder Shares required to be held in escrow in accordance with the requirements of the CSE shall be delivered directly to the Escrow Agent; (d) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (de) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Shares, the Replacement OptionsConvertible Securities, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ef) the officer's ’s certificates referred to in Sections 3.03(f4.02(f) and 3.03(g4.02(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence of the conditional approval of the CSE for the listing and posting for trading of the Common Shares (including the Payment Shares and the Common Shares issuable on exercise of the Replacement Convertible Securities) on the CSE; (h) a certificate of status for the Purchaser; (i) evidence satisfactory to XxxxxXthe Purchaser, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (hj) resignations of current directors and officers of the Purchaser, and resolutions required to give effect to the Director and Officer Appointments; (k) resignation of Mr. Xxxxxxxx as the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer and President of the Purchaser; (il) a certificate of good standing for the favourable legal opinions regarding customary corporate and securities law matters from counsel to Purchaser, in form and substance satisfactory to Aura and its counsel, each acting reasonably; and (jm) a certificate from the transfer agent detailed accounting of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior Debts, satisfactory to the ClosingAura, acting reasonably.

Closing Deliveries of the Purchaser. At the Time of ClosingClosing Time, the Purchaser will deliver or cause to be delivereddelivered to Beyond Oil and the Shareholders, as applicable: (a) share certificates or Direct Registration Advices evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with registered as directed by the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow AgentShareholders; (b) warrant certificates evidencing representing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow AgentConsideration Warrants; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the PurchaserPurchaser Officer’s Certificate; (d) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicable, duly executed copies of any Beyond Oil Shareholder Consent Agreement referred to in Section 3.02(b) Agreement, signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (ie) a certificate of good standing for the Purchaser; (f) an executed escrow agreement among the Purchaser, the escrow agent of the Purchaser, and each subscriber in the Seed Financing that is not a Special Advisor, in the same form as the Beyond Oil Lock-Up Agreement; (g) resignations of Xxxx Xxxxxx and Nir Eliyahu as members of the Board, effective as of the Closing Time; (h) resignation of Xxxxxx Xxxxxxx as CEO and Chairman, but not as a director, of the Purchaser, effective as of the Closing Time; (i) resignation of Tag Xxxx as CFO of the Purchaser, effective as of the Closing Time; (j) executed corporate services agreement with Vancouver Corporate Solutions Inc., effective as of the Closing Time, providing the terms that Xxxxxx Xxxxxxxxxxx will continue to serve as Corporate Secretary of the Purchaser after the Closing Time; (k) confirmation that 50% of the Finders’ Fee Shares have been issued to, or as directed by, Valor Invest Ltd., 25% of the Finders’ Fee Shares have been issued to, or as directed by, CapitaLink Ltd. and 25% of the Finders’ Fee Shares have been issued to, or as directed by, Xxxxxx Xxxxx, all effective at the Closing Time; (l) confirmation that the name of the Purchaser has been changed to “Beyond Oil Ltd.” at the Closing Time, or such other name that is agreed between the Purchaser and Beyond Oil; (m) adoption by the Board of a Conflict of Interest policy and an Xxxxxxx Xxxxxxx Policy, in form and substance acceptable to Beyond Oil, acting reasonably, that apply to the Purchaser, Beyond Oil and any subsidiary; (n) evidence of completion of the Bridge Financing and Concurrent Financing and calculation of the Actual Closing Capitalization, to the satisfaction of Beyond Oil and certified by the Purchaser (the “Closing Capitalization Statement”); (o) evidence of the issuance of the Resulting Issuer Options; (p) Deferred Purchase Price Agreement, duly executed by the Purchaser; and (jq) a certificate from an indemnity agreement substantially in form and substance as the transfer agent indemnity agreements with current directors and officers of FTC, in favour of each of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the ClosingBeyond Oil Nominees.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates and warrant certificates evidencing the Payment SharesConsideration Securities registered as directed by TargetCo on behalf of the TargetCo Securityholders, provided, however, that, unless the Purchaser has already engaged a transfer agent that is approved by the CSE or another stock exchange in Canada (an “Approved Transfer Agent”), such share certificates evidencing any Payment Shares required the Consideration Securities will be held by the Purchaser in its minute book as such share certificates will need to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow converted into share certificates containing a CUSIP issued by an Approved Transfer Agent; (b) certificates evidencing the Replacement Optionsif required, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements evidence of the CSE, or otherwise, shall be delivered directly to the Escrow AgentShareholders’ Approval; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a certificate of one the President of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsConsideration Securities, and (iii) as to the incumbency and genuineness of the signature of each the officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ed) the officer's ’s certificates referred to in Sections 3.03(f3.02(d) and 3.03(g3.02(f); (fe) if applicable, duly executed copies a certificate of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer good standing of the Purchaser; (if) a certificate resignation of good standing for Xxxxxxx Xxxxxxx as the President of the Purchaser and resolutions consented to in writing by the sole director of the Purchaser appointing Xxxxx Xxxxxxx and Xxxxx Xxxxxxx as directors of the Purchaser; and (jg) a certificate from resolutions consented to in writing by the transfer agent sole director of the Purchaser certifying appointing Xxxxx Xxxxxxx as the number of issued and outstanding shares Chief Executive Officer of the Purchaser immediately prior to and Xxxxx Xxxxxxx as the ClosingSecretary of the Purchaser.

Closing Deliveries of the Purchaser. At Closing, if the Time of Closingconditions precedent set forth in Clause 5.3 are satisfied or are waived by the Purchaser, the Purchaser will shall deliver or cause to be delivereddelivered to and in favour of the Vendors, against and conditional on those deliveries required to be made by Vendors under Clause 5.4, the following: (a) share certificates evidencing payment of the Closing Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow immediately available funds by wire transfer in accordance with the requirements settlement instructions provided in writing by CPCRC (on behalf of the CSE, or otherwise, shall be delivered directly Vendors) to the Escrow AgentPurchaser in accordance with Clause 3.3; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held confirmation of a book-based entry in escrow CDS representing the Share Consideration issued in accordance with the requirements name of the CSE, or otherwise, shall be delivered directly to the Escrow AgentCPCRC; (c) if required, an escrow agreement in a form satisfactory the executed Legal Opinion by one or more external legal counsel to the CSE, among the Purchaser, it being understood that legal counsel for the Escrow Agent Purchaser may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Purchaser and public officials, and that the opinions of such Shareholders as legal counsel to the Purchaser may be required by the CSE subject to be parties thereto, duly executed by the Purchasercustomary assumptions and qualifications; (d) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles given by an officer of the Purchaser (certifying the truth and all amendments thereto accuracy of its respective representations and warranties and performance of its respective obligations, substantially in the form attached as in effect as on such dateSchedule 5.5(d); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) duly executed General Conveyance for transfer of the officer's certificates referred to in Sections 3.03(f) and 3.03(g)WCBU Assets, signed by the Purchaser; (f) if applicable, duly executed copies of any Shareholder Consent Partnership Unit Transfer and Partnership Agreement referred to in Section 3.02(b) Novation Agreement, signed by the Purchaser; (g) evidence satisfactory to XxxxxXduly executed ROFR Agreement, acting reasonably, of signed by the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction));Purchaser; [REDACTED – Excluded Asset Specific Information] (h) resignations of current directors and officers of the Purchaserduly executed Investor Agreement, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of signed by the Purchaser; (i) a certificate duly executed Non-Compete Agreement, signed by the Purchaser; (j) duly executed Registration Rights Agreement, signed by the Purchaser; (k) subject to Clause 6.7, the duly executed Technical Services Agreement, signed by the Purchaser; (l) duly executed Seismic Licence, signed by the Purchaser; (m) subject to Clause 6.7, the duly executed Transitional Services Agreement signed by the Purchaser; (n) duly executed Contingent Payment Agreement, signed by Purchaser; (o) duly executed trust agreements in respect of good standing any interests in Pipeline Records to be held in trust by the Vendors for the Purchaser in accordance with Clause 11.3, all signed by the Purchaser; (p) the Required Approvals; (q) form GST44 Election Concerning the Acquisition of a Business or Part of a Business with respect to each of the Vendors duly executed by the Purchaser pursuant to Clause 3.4(a); (r) all Conveyance Documents tabled by Vendors pursuant to Clause 11.1(a), duly executed by the Purchaser as applicable; (s) duly executed amendment to Section 13.1 of the FCCL Partnership Agreement signed by the Purchaser, in form and substance mutually agreeable to CPCRC and the Purchaser, each acting reasonably, providing for no allocation of taxable income or loss of the FCCL Partnership to CPCRC for fiscal periods of the FCCL Partnership ending after December 31, 2016; (t) duly executed mutual releases of CPCRC representatives on the FCCL Management Committee and Subcommittees and FCCL Partnership in the form attached as Schedule 5.4(q); (u) repayment by the FCCL Partnership to CPCRC of FCCL promissory instrument in accordance with Clause 3.4(g); and (jv) duly executed agreements, signed by Purchaser, terminating the FCCL Guarantees and the Area of Mutual Interest Agreement dated January 2, 2007 originally between and CPCRC, in a certificate from form acceptable to the transfer agent Parties, acting reasonably; [REDACTED – Relates to historical ownership of units in FCCL Partnership] (w) any and all other documents that are required to be delivered by the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the ClosingVendors pursuant hereto.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by Blockchain on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the Principal Regulator, the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Optionsresignation of all the Purchaser’s directors and officers, provided, however, that certificates evidencing any Replacement Options required to be held as described in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow AgentSection 3.04; (c) an executed change of name form described in Section 3.05 accompanied with an officer’s certificate certifying the directors’ resolution that authorized the name change; (d) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (de) evidence of the Purchaser Shareholder Approval; (f) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Optionsand, if applicable, the giving of the Director Recommendation, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (eg) the officer's ’s certificates referred to in Sections 3.03(f4.03(d) and 3.03(g4.03(f); (fh) if applicable, duly executed copies of any Blockchain Shareholder Consent Agreement referred to in Section 3.02(b4.02(c) signed by the Purchaser; (gi) a certificate of good standing for the Purchaser; (j) evidence satisfactory to XxxxxXBlockchain, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (jk) a certificate favourable legal opinion regarding customary corporate and securities law matters from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior counsel to the ClosingPurchaser, in form and substance satisfactory to Blockchain and their counsel, each acting reasonably.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by Danavation on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (c) executed resignations and mutual releases (in form satisfactory to Danavation, acting reasonably) of each of Xxxx Xx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx and Xxxxx Xxxxx from the board of directors of the Purchaser, and for greater certainty, resignations and releases of any other board members of the Purchaser as required by Danavation; (d) executed resignations and mutual releases (in form satisfactory to Danavation, acting reasonably) of all of the officers of the Purchaser; (e) if required, evidence of the Shareholders' Approval; (f) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, Shares; and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (eg) the officer's certificates referred to in Sections 3.03(f3.02(g) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)3.02(i); (h) resignations of current directors and officers evidence of the Purchaser, and resolutions conditional approval of the directors reconstituting CSE for the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer completion of the PurchaserTransaction and the Listing and posting for trading of the Common Shares (including the Payment Shares) on the CSE; (i) a certificate of good standing for the Purchaser; (j) in the event an opinion is required by the policies of the CSE, a favourable opinion, in form and substance satisfactory to Danavation and its counsel, each acting reasonably; and (jk) a certificate from the transfer agent evidence satisfactory to Danavation, acting reasonably, of the Purchaser certifying the number of issued and outstanding shares completion of the Purchaser immediately prior to the ClosingConsolidation.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivereddelivered to the Seller each of the following: (a1) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements wire transfer of the CSE, or otherwise, shall be delivered directly Closing Date Payment in the amount of $500,000 in immediately available funds to the Escrow Agentaccount specified by the Seller; (b2) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly VTB Loan executed by a duly authorized officer of the Purchaser; (d3) the Securities Pledge Agreement executed by a duly authorized officer of the Purchaser; (4) The Escrow Agreement executed by a duly authorized officer of the Purchaser; (5) the General Security Agreement executed by a duly authorized officer of the Purchaser; (6) the Warrant Certificate executed by a duly authorized officer of the Purchaser. (7) A certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: : (i) that attached thereto are true and complete copies of the notice of articles and articles Constating Documents of the Purchaser (and all amendments thereto as in effect as on such date); , (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance execution of the Payment Shares VTB Loan and Replacement Options, Warrants and (iii) as to the incumbency and genuineness of the signature of each officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby;. (e) the 8) The officer's ’s certificates referred to in Sections 3.03(f) and 3.03(g3.03(4);. (f9) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a A certificate of status or good standing for the Purchaser; and, dated within two (2) days of the Closing Date. (j10) a certificate from the transfer agent of the Such other certificates, instruments, agreements and documents required by this Agreement or ancillary agreement or as may be reasonably requested by Seller and agreed by Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the ClosingClosing Date to carry out the intent and purposes of this Agreement or ancillary agreement.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement OptionsWarrants, provided, however, that certificates evidencing any Replacement Options Warrants required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties Parties thereto, duly executed by the Purchaser; (d) if required, evidence of the Purchaser Shareholder Approval; (e) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsWarrants, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will shall deliver or cause to be delivereddelivered to the Sellers, the following: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements a factual certificate of the CSEofficer of the Purchaser containing (A) the articles and by-laws of the Corporation, or otherwiseincluding all amendments thereto, shall be delivered directly (B) the resolutions of the directors of the Corporation approving the entry into and completion of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, and (C) a list of the officers and directors authorized to sign agreements on behalf of the Corporation, together with their specimen signatures, all in form and substance satisfactory to the Escrow AgentPurchaser, acting reasonably; (b) certificates evidencing a certificate of good standing with respect to Purchaser issued by the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements appropriate Governmental Authority of the CSE, or otherwise, shall be delivered directly to the Escrow Agentits jurisdiction of incorporation; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, Agreement duly executed by the Purchaser; (d) a certificate of one of the Purchaser's senior officers, dated as of Minority Interest Subscription Agreements duly executed by the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated herebyCorporation; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g)Closing Shareholders Agreement duly executed by the Purchaser; (f) if applicable, the Non-Competition Agreements duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of Lock-up Agreements duly executed by the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction))Purchaser; (h) resignations of current directors and officers evidence of the Purchaser, TSX Approval and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer NASDAQ Notification in respect of the Purchaserissuance and listing of the Village Farms Shares issuable pursuant to this Agreement; (i) evidence of the issuance of the DRS advice statements with respect to the Closing Village Farms Shares (or Purchaser shall alternatively provide evidence to Sellers of a certificate signed and delivered irrevocable treasury direction of good standing Purchaser to its transfer agent to promptly issue such restricted DRS advice statements to Sellers), or, to the extent physical share certificates are issued with respect to the Closing Village Farms Shares, Sellers shall receive PDF copies of the originally executed share certificates evidencing such Closing Village Farms Shares at the Closing, with originals to be delivered to the Sellers’ Representative within five (5) Business Days following Closing; (j) evidence of the issuance of the DRS advice statement to the Escrow Agent with respect to the Escrowed Shares (or Purchaser shall alternatively provide evidence to Sellers of a signed and delivered irrevocable treasury direction of Purchaser to its transfer agent to promptly issue such restricted DRS advice statement to Escrow Agent), or, to the extent physical share certificates are issued with respect to the Escrowed Shares, Sellers shall receive PDF copies of the originally executed share certificates evidencing such Escrowed Shares at the Closing, with originals to be delivered to the Escrow Agent within five (5) Business Days following Closing; (k) a duly executed receipt by Purchaser for the PurchaserPurchased Shares; and (jl) a certificate from the transfer agent of the Purchaser certifying the number of issued payment and outstanding shares of the Purchaser immediately prior share issuances referred to the Closingat Section 2.5.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's ’s certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxXPlantX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxXPlantX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares and Replacement Warrants, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (dc) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Shares, Replacement OptionsWarrants and, if applicable, the Earn Out Shares, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ed) the officer's ’s certificates referred to in Sections 3.03(f3.03(d) and 3.03(g3.03(e); (fe) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser;; and (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (if) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivereddelivered to Horizon each of the following: (a1) share Share certificates (or Direct Registration System Advices) evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow registered in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent;Compensation Share Allocations as set forth in Schedule “I” attached hereto. (b2) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) a A certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles Constating Documents of the Purchaser (and all amendments thereto as in effect as on such date); , (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsConsideration Shares, and (iii) as to the incumbency and genuineness of the signature of each officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby;. (e3) the The officer's ’s certificates referred to in Sections 3.03(f4.03(4) and 3.03(g4.03(5);. (f4) if applicable, duly executed copies A certificate of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by status or good standing for the Purchaser;, dated within two (2) days of the Closing Date. (g5) evidence satisfactory to XxxxxX, acting reasonably, Evidence of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow necessary corporate actions of the proceeds thereof Purchaser to set the size of the board of directors of the Purchaser at up to five (other than 5) directors, and appointing E. Xxxxxxx Xxxxxxxx as one (1) such director pursuant to Section 4.03(9). (6) Evidence of the completion of all necessary corporate actions of the Transaction)); Purchaser to appoint (hi) resignations of current directors and officers E. Xxxxxxx Xxxxxxxx as President of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx (ii) Xxxxx X’Xxxxx as Chief Executive Operating Officer of the Purchaser;. (i7) a certificate of good standing for the Purchaser; andThe resignations and releases referred to in Section 4.03(10). (j) a certificate from the transfer agent of 8) The Investors’ Rights Agreement, duly executed by the Purchaser certifying and the number Astro Stakeholders. (9) Access shall have been granted to each of issued E. Xxxxxxx Xxxxxxxx, Xxxxxxx Xxx, and outstanding shares Xxxxx X’Xxxxx, to all books and records of the Purchaser immediately prior Astro, including without limitation, reasonable access to banking and financial information and credentials to software resources, in each case to the Closingextent reasonable and sufficient in the circumstances to permit each such individual to fulfil his respective employment obligations from and following the Closing Date.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Members (or by Hollister on behalf of the Members), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders Members as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (dc) a certificate of one of the Purchaser's senior officers’s sole director, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); and (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares Shares; (d) the officer’s certificates referred to in Sections 3.02(f) and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby3.02(g); (e) evidence of the officer's certificates referred to in Sections 3.03(fconditional approval of the CSE for the completion of the Transaction and the listing and posting for trading of the Common Shares (including the Payment Shares and the Finder Fee Shares) and 3.03(g)on the CSE; (f) if applicable, duly executed copies a certificate of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by status for the Purchaser; (g) evidence satisfactory to XxxxxXHollister, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction));. (h) resignations resolutions consented to in writing by the sole director of current directors the Purchaser (and officers if applicable, the shareholders of the Purchaser, and resolutions ) appointing two nominees of Hollister as directors of the directors reconstituting Purchaser (being Xxxx Xxxxxx and Xxxxx Xxxx); (i) resolutions consented to in writing by the Board sole director of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and the Purchaser appointing Xxxx Xxxxxxxxx Xxxxxx as President and Chief Executive Officer of the Purchaser; (i) a certificate of good standing Purchaser and Xxxxx Xxxx as VP, Production, pursuant to mutually agreed upon terms for the Purchasersuch positions; and (j) a certificate favourable legal opinion regarding customary corporate and securities law matters from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior counsel to the ClosingPurchaser, in form and substance satisfactory to Hollister and their counsel, each acting reasonably.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Aura Shareholders (or by Aura on behalf of the Aura Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, CSE shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement OptionsConvertible Securities registered as directed by the holders of Aura Closing Convertible Securities (or Aura on behalf of the holders of Aura Closing Convertible Securities), provided, however, that certificates evidencing any Replacement Options Convertible Securities required to be held in escrow in accordance with the requirements of the CSE, or otherwise, CSE shall be delivered directly to the Escrow Agent; (c) certificates evidencing the Purchaser Finder Shares registered as directed by the Purchaser Finder, provided, however, that certificates evidencing any Purchaser Finder Shares required to be held in escrow in accordance with the requirements of the CSE shall be delivered directly to the Escrow Agent; (d) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (de) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Shares, the Replacement OptionsConvertible Securities, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ef) the officer's ’s certificates referred to in Sections 3.03(f4.02(f) and 3.03(g4.02(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence of the conditional approval of the CSE for the listing and posting for trading of the Common Shares (including the Payment Shares and the Common Shares issuable on exercise of the Replacement Convertible Securities) on the CSE; (h) a certificate of status for the Purchaser; (i) evidence satisfactory to XxxxxXthe Purchaser, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (hj) resignations of current directors and officers of the Purchaser, and resolutions required to give effect to the Director and Officer Appointments; (k) resignation of Mr. Stéphane as the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer and President of the Purchaser; (il) a certificate of good standing for the favourable legal opinions regarding customary corporate and securities law matters from counsel to Purchaser, in form and substance satisfactory to Aura and its counsel, each acting reasonably; and (jm) a certificate from the transfer agent detailed accounting of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior Debts, satisfactory to the ClosingAura, acting reasonably.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by BRB, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the Principal Regulator, the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held resignation of all the Purchaser’s directors and officers (other than as set out in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow AgentSection 3.01 and Section 3.02; (c) an executed change of name form described in Section 3.05 accompanied with an officer’s certificate certifying the directors’ resolution that authorized the name change; (d) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Purchaser Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (de) evidence of the Purchaser Shareholder Approval; (f) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice articles of articles incorporation and articles bylaws of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors Board of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Optionsand, if applicable, the giving of the Recommendation, and (iii) as to the incumbency and genuineness of the signature of each officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (eg) the officer's ’s certificates referred to in Sections 3.03(f4.03(j) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)4.03(k); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; (i) in the event an opinion is required by the policies of the CSE or as a requirement of any broker/dealer involved with the Financing, a favourable opinion, in form and substance satisfactory to the Purchaser, BRB and their respective counsel, each acting reasonably; and (j) a certificate from favourable legal opinion regarding the transfer agent issuance of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior Additional SVS (other than issuances made pursuant to the ClosingXxxxx Equity Plan) between the date hereof and Closing from counsel to the Purchaser, in form and substance satisfactory to BRB and their counsel, each acting reasonably.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will shall deliver or cause to be delivereddelivered to the Seller (or to SCDA, in the case of Section 4.3(b)) the following documents and payments: (a) share certificates evidencing the payment referred to in Section 2.7 (Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of Estimated Purchase Price) net of the CSE, or otherwise, shall be delivered directly to the Escrow AgentDirected Amount; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required directed payment to be held in escrow in accordance with the requirements SCDA of the CSEDirected Amount, or otherwise, shall be delivered directly to the Escrow Agentas contemplated in Section 4.2(l); (c) if required, a certificate of an escrow agreement officer of the Purchaser dated as of the Closing Date attaching a certified copy of: (i) the constating documents of the Purchaser and (ii) the authorizing resolutions of the Purchaser in a form satisfactory to respect of the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties theretoProposed Transactions, duly executed by the Purchasersuch officer; (d) a bring-down certificate of one an officer of the Purchaser's senior officers, Purchaser dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles Date in respect of the Purchaser (and all amendments thereto as in effect as on Fundamental Representations, duly executed by such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated herebyofficer; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g)evidence that Required Regulatory Approvals have been obtained; (f) if applicablethe Transitional Trade-mark License, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by executex xx the Purchaser; (g) evidence satisfactory to XxxxxXexcept where the Parties otherwise agree in writing, acting reasonablyamended Intra-Company Reinsurance Agreements, duly executed by SLAL, SCDA and the Purchaser (as guarantor of SCDA’s obligations) which amended Intra-Company Reinsurance Agreements will be in accordance with the principles set out in Section 4.2(m) of the completion of the Consolidation and the Concurrent Financing (Seller Disclosure Letter; and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations an amended New Branch Services Agreement, duly executed by New Branch, SCDA and the Purchaser (as guarantor of current directors and officers SCDA’s obligations), which amended New Branch Services Agreement will be in accordance with the principles set out in Section 4.2(n) of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the ClosingSeller Disclosure Letter.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by Purpose ESG on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSEExchange, or otherwise, shall be delivered directly to the Escrow Agentan escrow agent; (b) certificates evidencing the Replacement OptionsWarrants registered as directed by the Warrantholders (or by Purpose ESG on behalf of the Warrantholders), provided, however, that certificates evidencing any Replacement Options Warrants required to be held in escrow in accordance with the requirements of the CSEExchange, or otherwise, shall be delivered directly to the Escrow Agentan escrow agent; (c) if required, an escrow agreement in a form satisfactory to the CSEExchange, among the Purchaser, the Escrow Agent an escrow agent and such Shareholders as may be required by the CSE Exchange to be parties thereto, duly executed by the Purchaser; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); and (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated herebyWarrants; (e) the officer's ’s certificates referred to in Sections 3.03(f3.03(d) and 3.03(g3.03(e); (f) if applicable, duly executed copies of any Purpose ESG Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser;; and (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements Consideration Securities registered as directed by XxxxxxXx on behalf of the CSE, or otherwise, shall be delivered directly to the Escrow AgentTargetCo Securityholders; (b) certificates evidencing certificate(s) representing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, Special Voting Shares shall be delivered directly to the Escrow AgentTrustee; (c) if required, an escrow agreement in a form satisfactory to executed copies of the CSE, among the Purchaser, the Escrow Agent Executive Employment Agreements and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the PurchaserAncillary Agreements; (d) if required, evidence of the Shareholders’ Approval; (e) a certificate of one the CEO of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors Board of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsConsideration Securities, and (iii) as to the incumbency and genuineness of the signature of each the officer of the Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ef) approval from the CSE for conditional listing, subject only to the completion of the Financing and Transaction; (g) the officer's ’s certificates referred to in Sections 3.03(f3.02(d) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)3.02(e); (h) resignations a certificate of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer good standing of the Purchaser; (i) a certificate resignation of good standing for the officers and directors of the Purchaser and resolutions consented to in writing by the Board of the Purchaser appointing Xxxxx Xxxxxxx, Xxxx Xxxxxx and up to three (3) further nominees of TargetCo as directors of the Purchaser; and (j) a certificate from resolutions consented to in writing by the transfer agent Board of the Purchaser certifying appointing Xxxxx Xxxxxxx as the number of issued and outstanding shares CEO of the Purchaser immediately prior to and Xxxx Xxxxxx as the ClosingCOO and Secretary of the Purchaser.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by XXXX on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement OptionsWarrants registered as directed by the Warrantholders (or by XXXX on behalf of the Warrantholders), provided, however, that certificates evidencing any Replacement Options Warrants required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser; (d) if required, evidence of the Purchaser Shareholder Approval; (e) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsWarrants, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (ef) the officer's certificates referred to in Sections 3.03(f4.03(d) and 3.03(g4.03(e); (fg) if applicable, duly executed copies of any XXXX Shareholder Consent Agreement referred to in Section 3.02(b4.02(c) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (; and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by Lexington on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the Principal Regulator, the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the Principal Regulator and/or the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the Principal Regulator and/or the CSE to be parties thereto, duly executed by the Purchaser; (c) if required, evidence of the Shareholders’ Approval; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsShares, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's ’s certificates referred to in Sections 3.03(f3.02(d) and 3.03(g3.02(e); (f) if applicable, duly executed copies of any Lexington Shareholder Consent Agreement referred to in Section 3.02(b3.01(c); (g) signed by a certificate of status for the Purchaser; (gh) evidence satisfactory to XxxxxXLexington, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (hi) resignations of current directors and officers of the Purchaser, and resolutions each of the directors reconstituting of the Board Purchaser and resolutions consented to in writing by the directors of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and the Purchaser appointing Xxxx Xxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxx as Chief Executive Officer directors of the Purchaser; (ij) a certificate resignations of good standing for each of the officers of the Purchaser; and (jk) a certificate favourable legal opinion regarding customary corporate and securities law matters from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior counsel to the ClosingPurchaser, in form and substance satisfactory to Lexington and their counsel, each acting reasonably.

Closing Deliveries of the Purchaser. (a) At the Time of ClosingClosing Time, the Purchaser will shall deliver or cause to be delivereddelivered to the Sellers all of the following: (ai) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements evidence of payment of the CSE, or otherwise, shall be delivered directly to Cash Amount; (ii) evidence of deposit of the Holdback Amount with the Escrow Agent; (biii) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held a duly executed receipt in escrow in accordance with the requirements favour of the CSE, or otherwise, shall be delivered directly to Sellers for the Escrow AgentPurchased Shares; (civ) if required, an escrow agreement in a form satisfactory to certificate of status or good standing for the CSE, among Purchaser issued as of the Closing Date by the Purchaser, ’s applicable jurisdiction of incorporation; (v) a certified copy of resolutions of the Escrow Agent and such Shareholders directors of the Purchaser as may be required by in order to authorize the CSE to be parties theretoexecution, duly executed by the Purchaserdelivery and performance of this Agreement; (dvi) a certificate of one shareholder and director resolution of the Purchaser's senior officers, dated as of Corporation appointing the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g); (f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser; (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current new directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for the PurchaserCorporation; and (jvii) a certificate from the transfer agent Ancillary Agreements, duly executed by each of the Purchaser certifying and the number of issued and outstanding shares Corporation. (b) At the Closing Time, the Purchaser shall pay or cause to be paid, on behalf of the Purchaser immediately prior Sellers or the Corporation, the Payoff Amount to the ClosingPersons, in the amounts and in accordance with the instructions set forth in the Funds Flow Spreadsheet and in accordance with the instructions set forth in the Funds Flow Spreadsheet. All such amounts so paid shall nevertheless be deemed paid to or on behalf of the Sellers or the Corporation, as applicable, for all purposes of this Agreement and no interest shall be paid or accrued in respect of such amounts. (c) The Purchaser hereby covenants and agrees to cause the Corporation to pay bonuses in the aggregate amount of One Million Two Hundred Thirty Seven Thousand Two Hundred Fifty Dollars ($1,237,250.00) to those individual officers and employees and in the amounts set out in Schedule 1.1(2), within five (5) Business Days of the Closing Date. (d) The Purchaser hereby covenants and agrees to cause the Corporation to pay to the relevant individuals the executive profit share bonuses in the aggregate amount of One Hundred Sixty-Four Thousand Three Hundred Seventy-Six Dollars ($164,376), as set out in Schedule 1.1(1), on or within five (5) Business Days of October 20, 2017.

Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered: (a) share certificates evidencing the Payment SharesShares registered as directed by the Shareholders (or by Springleaf on behalf of the Shareholders), provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent; (c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties Parties thereto, duly executed by the Purchaser; (c) if required, evidence of the Purchaser Shareholder Approval; (d) a certificate of one of the Purchaser's ’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement OptionsShares, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (e) the officer's ’s certificates referred to in Sections 3.03(f4.03(d) and 3.03(g4.03(e); (f) if applicable, duly executed copies of any Springleaf Shareholder Consent Agreement referred to in Section 3.02(b4.02(c) signed by the Purchaser;; and (g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction)); (h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser; (i) a certificate of good standing for of the Purchaser; and (j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outstanding shares of the Purchaser immediately prior to the Closing.