Common use of Company Closing Deliverables Clause in Contracts

Company Closing Deliverables. The obligation of the Investor hereunder to purchase the Purchased Shares at the Closing is subject to the receipt at or before, or accuracy at, the Closing, as the case may be, of each of the following; provided that these deliverables are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have delivered to the Investor (A) duly executed versions of each of the Transaction Documents to which it is a party and (B) the Purchased Shares being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinion of (i) Xxxxxx & Xxxxxxx LLP, the Company’s outside counsel, and (ii) the Company’s general counsel, each dated as of the Closing Date, in a form reasonably acceptable to the Investor and its counsel. (iii) The Purchased Shares shall have been approved for listing on the Principal Market. (iv) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) as adopted by the Board of Directors, in a form reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date). The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form attached hereto as Exhibit E. (ix) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. (x) The Common Stock (A) shall be designated for quotation or listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Shares. (xii) The Board of Directors shall have taken all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative shall have been so elected and appointed concurrently with the Closing. (xiii) The Company shall have delivered an indemnification agreement in the form of Exhibit C, duly executed by the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member of the Board of Directors. (xiv) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

Company Closing Deliverables. The obligation of the Investor hereunder to purchase the Purchased Shares at the Closing is subject In addition to the receipt other requirements set forth in this Agreement, at or before, or accuracy at, before the Closing, as the case may be, of Company shall deliver or cause to be delivered to Parent each of the following; provided that these deliverables are for following documents and instruments (collectively, the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the “Company with prior written notice thereof:Closing Deliverables”): (i) The the Company shall have delivered to the Investor (A) Certificate, duly executed versions of each of the Transaction Documents to which it is a party and (B) the Purchased Shares being purchased by the Investor at the Closing pursuant to this Agreement.Company; (ii) The Investor shall have received the opinion a counterpart of (i) Xxxxxx & Xxxxxxx LLPeach Ancillary Agreement to which any Stockholder, the Company’s outside counselCompany or the Stockholders’ Representative is a party, and (ii) duly executed by each applicable Stockholder, the Company’s general counsel, each dated as of Company or the Closing Date, in a form reasonably acceptable to the Investor and its counsel.Stockholders’ Representative; (iii) The Purchased Shares shall have been approved executed payoff letters for listing the Indebtedness of the Company listed on the Principal Market.Certified Closing Report in form and substance reasonably acceptable to Parent, which include a per diem interest amount and an authorization to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto upon payment of such Indebtedness, along with wire transfer instructions for each holder of such Indebtedness (collectively, the “Payoff Letters”); (iv) The Company shall have delivered invoices from the applicable third parties listed on the Certified Closing Report to whom Transaction Expenses are owed, confirming the Investor amounts due (collectively, the “Invoices”); (v) the Certified Closing Report; (vi) a certificate evidencing the formation and of good standing of the Company and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by from the Secretary of State of the State of Delaware within ten and a certificate of good standing (10or applicable equivalent) from each jurisdiction in which the Company is qualified to conduct business as a foreign corporation, in each case dated no more than two days before the Closing Date and certifying as to the good standing (or applicable equivalent) of the Closing Date.Company in such jurisdiction; (vii) The Company shall have delivered to the Investor a certificate, duly completed and executed by the Secretary Company’s principal executive officer pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, certifying that the Shares are not “United States real property interests” within the meaning of Section 897(c) of the Code, and the notification required under Section 1.897-2(h)(2) of the United States Treasury Regulations, in each case in form and substance reasonably satisfactory to Parent and duly executed by the Company along with written authorization for Parent to deliver such items to the IRS on behalf of the Company upon the Closing (the “FIRPTA Certificate”); (viii) written resignations in form and dated substance reasonably acceptable to Parent effective as of the Closing Date, from the officers and directors of the Company as to set forth on Schedule 2.2(a)(viii); (ix) a Joinder Agreement duly executed by Stockholders holding in the aggregate not less than 98% of the Shares; (x) an Investor Questionnaire executed by each Stockholder who has executed a Joinder Agreement that is indicated as an Accredited Investor in the Certified Closing Report; (xi) evidence that the Company has obtained (A) the resolutions consistent D&O Policy and (B) irrevocable “tail” insurance policies with Section 3(b) as adopted by the Board respect to fiduciary and employment practices liability for a period of Directorssix years, in a each case in form and substance reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D.Parent; (viiixii) The representations and warranties evidence of termination of the Company shall be true Contracts set forth on Schedule 2.2(a)(xii) (in each case in form and correct in all material respects substance reasonably acceptable to Parent); (except for those representations and warranties xiii) evidence reasonably satisfactory to Parent that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date). The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of at least one Business Day prior to the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Company has caused the Investor in the form attached hereto as Exhibit E. (ix) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days termination of the Closing Date. (x) The Common Stock (A) shall be designated for quotation or listed Employee Benefit Plans set forth on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Shares. (xii) The Board of Directors shall have taken all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative shall have been so elected and appointed concurrently with the Closing. (xiii) The Company shall have delivered an indemnification agreement in the form of Exhibit C, duly executed by the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member of the Board of Directors.Schedule 2.2(a)(xiii); and (xiv) The Company shall have delivered to the Investor such all other instruments and documents relating to the transactions contemplated reasonably requested by this Agreement as the Investor or its counsel may reasonably requestParent.

Company Closing Deliverables. The obligation of the Investor hereunder Company will deliver to purchase the Purchased Shares at the Closing is subject to the receipt Purchaser, at or before, or accuracy at, prior to the Closing, as the case may be, of each of the following; provided that these deliverables are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the : (i)the Company with prior written notice thereof: (i) The Company shall have delivered to the Investor (A) duly executed versions of each of the Transaction Documents to which it is a party and (B) the Purchased Shares being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinion of (i) Xxxxxx & Xxxxxxx LLP, the Company’s outside counsel, and (ii) the Company’s general counsel, each dated as of the Closing Date, in a form reasonably acceptable to the Investor and its counsel. (iii) The Purchased Shares shall have been approved for listing on the Principal Market. (iv) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) as adopted by the Board of Directors, in a form reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date). The Investor shall have received a certificate, executed by the Chief Executive Officer of the CompanyCertificate, dated as of the Closing Date, to Date and executed on behalf of the foregoing effect and as to such other matters as may be reasonably requested Company by the Investor in the form attached hereto as Exhibit E. (ix) The Company shall have delivered to the Investor a letter from an officer of the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five ; (5) days of the Closing Date. (x) The Common Stock (A) shall be designated for quotation or listed on the Principal Market and (B) shall not have been suspendedii)the Escrow Agreement, dated as of the Closing Date, Date and executed by the SEC or Shareholders’ Agent; (iii)evidence satisfactory to Purchaser of the Principal Market from trading on resignation of each of the Principal Market nor shall suspension by directors and each of the SEC or officers of the Principal Market have been threatenedCompany in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company, effective no later than immediately prior to the Effective Time; (iv)the Consideration Spreadsheet; (v)a FIRPTA notification letter, in substantially the form attached as Exhibit E, dated as of the Closing Date, either (x) in writing Date and executed by the SEC Company (the “FIRPTA Notice”); (vi)the consents to assignment with respect to only those Material Contracts listed or the Principal Market or (y) by falling below the minimum listing maintenance requirements described on Schedule 2.2(c)(vi), which shall be in full force and effect as of the Principal Market. Closing and in form and substance reasonably satisfactory to Purchaser; (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary vii)payoff letters for the sale repayment of all Company Debt (and UCC 3 termination statements), which payoff letters shall be in form and substance reasonably satisfactory to Purchaser and shall evidence the satisfaction of all obligations with respect to the Company Debt and, when filed, the release of all security interests relating to the assets and properties of the Purchased Shares. Company; (xii) The Board of Directors shall have taken viii)final invoices for all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative Specified Transaction Expenses (which shall have been so elected delivered to Purchaser no less than three (3) Business Day prior to the Closing Date) or other evidence that such Specified Transaction Expenses have been paid in full prior to the Closing which such third-party vendors are willing to provide; (ix)evidence reasonably satisfactory to Purchaser that the bank accounts of the Company contain at least the Minimum Cash Amount; (x)copies of all Support Agreements received by Cooley or the Company prior to the Closing Date; and appointed concurrently with (xi)a certificate of the Closing. Secretary of the Company certifying (xiiiA) The resolutions of the Company shall have delivered an indemnification agreement in Board approving and authorizing the form execution, delivery and performance of Exhibit C, duly executed by this Agreement and the other agreements contemplated hereby to which the Company is a party and the consummation of Merger and the other transactions contemplated hereby and thereby and the recommendation thereof to the shareholders of the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member (B) resolutions of the Board shareholders of Directors. the Company approving this Agreement, the other agreements contemplated hereby to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby in accordance with the articles of incorporation of the Company and the VSCA, (xivC) the Company’s articles of incorporation and (D) the Company’s bylaws as amended through the Closing Date. 10 Confidential Treatment Requested 2.3 Effective Time and Effect of the Merger. The Company shall have delivered to Merger and the Investor such other documents relating to the transactions contemplated by this Agreement will become effective (the “Effective TimeEffective Time) at the time at which the Articles of Merger have been duly filed with the Virginia State Corporation Commission and has become effective in accordance with the VSCA. At the Effective Time, the effect of the Merger will be as provided in this Agreement, and the Investor or its counsel may reasonably request.Articles of Merger will be filed pursuant to Section 2.2 and the applicable provisions of the VSCA. 2.4

Company Closing Deliverables. The obligation Upon Company Closing, the Vendor shall deliver or procure to be fulfilled or delivered to XSEL the following documents: (a) in respect of the Investor hereunder to purchase the Purchased Shares at the Closing is subject to the receipt at or before, or accuracy at, the Closing, as the case may be, of each of the following; provided that these deliverables are for the Investor’s sole benefit Company and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofShares: (i) The Company shall have delivered to the Investor (A) duly completed and executed versions undated instrument of each transfer of the Transaction Documents to which it is a party and (B) the Purchased Company Shares being purchased by the Investor at Vendor in favour of XSEL or an XSEL Nominee together with the Closing pursuant original share certificates representing the applicable Company Shares in a form satisfactory to this Agreement.XSEL; (ii) The Investor shall have received duly completed and executed documents required for the opinion resignation of (i) Xxxxxx & Xxxxxxx LLP, the Company’s outside counsel, existing directors and (ii) the Company’s general counsel, each dated as appointment of new directors of the Closing DateCompany including, but not limited to, letters of resignation from existing directors of the Company in a form reasonably acceptable satisfactory to the Investor and its counsel.XSEL; (iii) The Purchased Shares shall have been approved duly completed and executed documents required for listing on the Principal Market.resignation of existing administrator and appointment of new administrator of the Company including, but not limited to, letters of resignation from existing administrator of the Company in a form satisfactory to XSEL; (iv) The Company shall have delivered certified true copy of written notice in the form satisfactory to XSEL issued to the Investor BVI registered agent of the Company notifying them of the change in authorised contact person of the Company and a written acknowledgement from the registered agent in relation thereto; (v) certified true copy of shareholders’ and directors’ resolution of the Company approving the resignation of the existing directors and administrator, the appointment of the persons nominated by XSEL to be new directors and administrator, the transfer of the Company Shares and change of principal office of the Company in a form satisfactory to XSEL; (vi) certified true copy of shareholders’ and directors’ resolution of the Vendor approving the transfer of the Company Shares in a form satisfactory to XSEL; (vii) all books and records of the Company (including its company chop and seal); (viii) original certificate evidencing of incumbency of the formation and Company dated not earlier than ten (10) days prior to the Closing Date in the form satisfactory to XSEL; (ix) original certificate of good standing of the Company and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within dated not more than ten (10) days prior to the Closing Date in the form satisfactory to XSEL; and (x) originals of duly completed and executed documents required for the change in the bank account signatories of all bank accounts of the Closing DateCompany to the person designated by XSEL. (vb) The Company shall have delivered in respect of HK Stock Express: (i) duly completed and signed documents required for the resignation of existing directors, appointment of new directors and change of company secretary and registered office of HK Stock Express consisting of, but not limited to, the following: (A) Form D2A in a form satisfactory to XSEL; (B) letters of resignation from existing directors of HK Stock Express in a form satisfactory to XSEL; (C) Form R1 in a form satisfactory to XSEL; and (D) shareholders’ and directors’ resolution of HK Stock Express approving the Investor resignation of the existing directors and company secretary, the appointment of the persons as nominated by XSEL to be new directors and company secretary and the change of the registered office of HK Stock Express in a form satisfactory to XSEL; (ii) certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) continuing registration of each jurisdiction in which the Company conducts business and is required to so qualify, as of HK Stock Express dated a date within not earlier than ten (10) days of Business Days prior to the Company Closing Date.; (viiii) The Company shall have delivered to the Investor a certified copy all books and records of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten HK Stock Express (10) days of the Closing Date.including its company chop and seal); and (viiiv) The Company shall have delivered to duly completed and executed documents required for the Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) as adopted by the Board of Directors, in a form reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, change in the form attached hereto bank account signatories of all bank accounts of HK Stock Express to such person as Exhibit D.designated by XSEL; (viiic) The representations in respect of WFOE: (i) originals of all documents and warranties agreements required for the resignation of existing directors, supervisor (where applicable) and legal representative of WFOE; (ii) originals of all documents and agreements required for the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as appointment of such specified dateperson designated by XSEL to be the director(s). The Investor shall have received a certificate, executed by supervisor (where applicable) and legal representative of WFOE; (iii) originals of duly completed and signed documents required for the Chief Executive Officer change in the bank account signatories of the Company, dated as all bank accounts of the Closing Date, to the foregoing effect and as WFOE to such other matters person as may be reasonably requested designated by the Investor in the form attached hereto as Exhibit E.XSEL; and (ixiv) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number all original corporate records of shares WFOE (including all of Common Stock outstanding as of a date within five (5) days of the Closing Date. (x) The Common Stock (A) shall be designated for quotation or listed on the Principal Market its original licenses, certificates and (B) shall not have been suspendedapprovals and its company chop, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents seal and approvals, if any, necessary for the sale of the Purchased Shares. (xii) The Board of Directors shall have taken all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative shall have been so elected and appointed concurrently with the Closing. (xiii) The Company shall have delivered an indemnification agreement in the form of Exhibit C, duly executed by the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member of the Board of Directors. (xiv) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.finance chop);

Company Closing Deliverables. The obligation of the Investor hereunder Company will deliver to purchase the Purchased Shares at the Closing is subject to the receipt Purchaser, at or before, or accuracy at, prior to the Closing, as the case may be, of each of the following; provided that these deliverables are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have delivered to the Investor (A) duly executed versions of each of the Transaction Documents to which it is a party and (B) the Purchased Shares being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinion of (i) Xxxxxx & Xxxxxxx LLP, the Company’s outside counsel, and (ii) the Company’s general counsel, each dated as of the Closing Date, in a form reasonably acceptable to the Investor and its counsel. (iii) The Purchased Shares shall have been approved for listing on the Principal Market. (iv) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) as adopted by the Board of Directors, in a form reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date). The Investor shall have received a certificate, executed by the Chief Executive Officer of the CompanyCertificate, dated as of the Closing DateDate and executed on behalf of the Company by an officer of the Company; (ii) the Escrow Agreement, dated as of the Closing Date and executed by the Shareholders’ Agent; (iii) evidence satisfactory to Purchaser of the resignation of each of the directors and each of the officers of the Company in office immediately prior to the foregoing effect and Closing as directors and/or officers, as applicable, of the Company, effective no later than immediately prior to such other matters as may be reasonably requested by the Investor Effective Time; (iv) the Consideration Spreadsheet; (v) a FIRPTA notification letter, in substantially the form attached hereto as Exhibit E.E, dated as of the Closing Date and executed by the Company (the “FIRPTA Notice”); (vi) the consents to assignment with respect to only those Material Contracts listed or described on Schedule 2.2(c)(vi), which shall be in full force and effect as of the Closing and in form and substance reasonably satisfactory to Purchaser; (vii) payoff letters for the repayment of all Company Debt (and UCC 3 termination statements), which payoff letters shall be in form and substance reasonably satisfactory to Purchaser and shall evidence the satisfaction of all obligations with respect to the Company Debt and, when filed, the release of all security interests relating to the assets and properties of the Company; (viii) final invoices for all Specified Transaction Expenses (which shall have been delivered to Purchaser no less than three (3) Business Day prior to the Closing Date) or other evidence that such Specified Transaction Expenses have been paid in full prior to the Closing which such third-party vendors are willing to provide; (ix) The evidence reasonably satisfactory to Purchaser that the bank accounts of the Company shall have delivered contain at least the Minimum Cash Amount; (x) copies of all Support Agreements received by Xxxxxx or the Company prior to the Investor Closing Date; and (xi) a letter from certificate of the Secretary of the Company certifying (A) resolutions of the Company Board approving and authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which the Company is a party and the consummation of Merger and the other transactions contemplated hereby and thereby and the recommendation thereof to the shareholders of the Company, (B) resolutions of the shareholders of the Company approving this Agreement, the other agreements contemplated hereby to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby in accordance with the articles of incorporation of the Company and the VSCA, (C) the Company’s transfer agent certifying articles of incorporation and (D) the number of shares of Common Stock outstanding Company’s bylaws as of a date within five (5) days of amended through the Closing Date. (x) The Common Stock (A) shall be designated for quotation or listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Shares. (xii) The Board of Directors shall have taken all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative shall have been so elected and appointed concurrently with the Closing. (xiii) The Company shall have delivered an indemnification agreement in the form of Exhibit C, duly executed by the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member of the Board of Directors. (xiv) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

Company Closing Deliverables. The obligation of the Investor hereunder to purchase the Purchased Shares at the Closing is subject In addition to the receipt other requirements set forth in this Agreement, at or before, or accuracy at, before the Closing, as the case may be, of Company shall deliver or cause to be delivered to Parent each of the following; provided that these deliverables are for following documents and instruments (collectively, the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the “Company with prior written notice thereof:Closing Deliverables”): (i) The the Company shall have delivered to the Investor (A) Certificate, duly executed versions of each by a director or officer on behalf of the Transaction Documents to which it is a party and (B) the Purchased Shares being purchased by the Investor at the Closing pursuant to this Agreement.Company; (ii) The Investor shall have received a counterpart of each Ancillary Agreement (other than the opinion of (iEarn-Out Escrow Agreement) Xxxxxx & Xxxxxxx LLPto which any Shareholder, the Company’s outside counselCompany or the Shareholders’ Representative is a party, and (ii) duly executed by each applicable Shareholder, the Company’s general counsel, each dated as of Company or the Closing Date, in a form reasonably acceptable to the Investor and its counsel.Shareholders’ Representative; (iii) The Purchased Shares shall have been approved executed payoff letters for listing the Closing Date Indebtedness of the Acquired Companies listed on the Principal Market.Certified Closing Report in form and substance reasonably acceptable to Parent, which include a per diem interest amount and an authorization to file all UCC termination statements, releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto upon payment of such Indebtedness, along with wire transfer instructions for each holder of such Indebtedness, and the agreement by such holder to accept Parent Common Stock as payment in full satisfaction of such Closing Date Indebtedness (collectively, the “Payoff Letters”); (iv) The invoices from the applicable third parties listed on the Certified Closing Report to whom Transaction Expenses are owed, confirming the amounts due (collectively, the “Invoices”); (v) the Certified Closing Report; (vi) all Company shall have delivered to the Investor Required Consents; (vii) a certificate evidencing the formation and of good standing of the Company from the Registrar of Companies of the Cayman Islands and a certificate of good standing (or applicable equivalent) from the applicable Governmental Authority of each of its Significant Subsidiaries in each such entityother Acquired Company’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation organization and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the each Acquired Company conducts is qualified to conduct business and is required to so qualifyas a foreign corporation, as of a date within ten (10) days of in each case dated no more than two Business Days before the Closing Date.Date and certifying as to the good standing (or applicable equivalent) of each Acquired Company in such jurisdiction; (viviii) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to the Investor a certificate, duly completed and executed by a responsible corporate officer of the Company pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, certifying that the Shares are not “United States real property interests” within the meaning of Section 897(c) of the Code, and the notification required under Section 1.897-2(h)(2) of the United States Treasury Regulations, in each case in form and substance reasonably satisfactory to Parent and duly executed by the Secretary Company along with written authorization for Parent to deliver such items to the IRS on behalf of the Company upon the Closing; (ix) written resignations in form and dated substance reasonably acceptable to Parent effective as of the Closing Datefrom the officers and directors of each Acquired Company as set forth on Schedule 2.2(a)(ix); (x) a counterpart of each General Release, as duly executed by each officer and director of each of the Acquired Companies; (xi) a Joinder Agreement duly executed by Shareholders holding in the aggregate not less than 95% of the Shares; (xii) to the extent that Parent elects to pay any of the Closing Merger Consideration in shares of Parent Common Stock, (A) an Investor Questionnaire executed by each Shareholder who has executed a Joinder Agreement that is indicated as an Accredited Investor or a non-U.S. Person in the resolutions consistent with Section 3(bCertified Closing Report, and (B) as adopted a Lock-up Agreement executed by such Shareholder; (xiii) evidence that the Board of DirectorsCompany has obtained the D&O Policy, in a form and substance reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D.Parent; (viiixiv) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties evidence reasonably satisfactory to Parent that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date). The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of at least one Business Day prior to the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Company has caused the Investor in termination of the form attached hereto as Exhibit E.Employee Benefit Plans set forth on Schedule 2.2(a)(xiv); (ixxv) The Company shall evidence satisfactory to Parent that the Shareholder Materials have been delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date.in accordance with Section 5.6; (xxvi) The Common Stock (Aif required by Section 6.7(d) shall be designated for quotation or listed on of this Agreement, the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Shares. (xii) The Board of Directors shall have taken all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative shall have been so elected and appointed concurrently with the Closing. (xiii) The Company shall have delivered an indemnification agreement in the form of Exhibit CPPP Loan Escrow Account Agreement, duly executed by the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member of the Board of Directors.Company and PPP Lender; (xivxvii) The evidence reasonably satisfactory to Parent that the Company shall have delivered to Share Certificates materially comply with the Investor such information contained within the Register of Members; (xviii) the Rule 3-05B Unaudited Financial Statements; and (xix) all other instruments and documents relating to the transactions contemplated reasonably requested by this Agreement as the Investor or its counsel may reasonably requestParent.

Company Closing Deliverables. The obligation In conjunction with and as additional (but independent) supporting evidence for certain of the Investor hereunder to purchase covenants, representations and warranties made by the Purchased Shares Company herein, at the Closing is subject to the receipt at or before, or accuracy at, the Closing, as the case may be, of Company will deliver or cause to be delivered to each Purchaser each of the following; provided that these deliverables are for , the Investordelivery of which will be a condition to the Purchaser’s sole benefit and may be waived by obligation to purchase the Investor at any time in its sole discretion by providing the Company with prior written notice thereofShares: (ia) The Company shall have delivered to the Investor (A) Agreement, duly executed versions by the Company; (b) One or more certificates representing the Shares in definitive form (or facsimile or “.pdf” copies of each such certificates for purposes of Closing with the original certificates to be delivered by the Company or its transfer agent by overnight delivery on the next Business Day after the Closing Date in accordance with the written delivery instructions of the Transaction Documents to which it is a party and (BPurchaser) the Purchased Shares being purchased by the Investor or, at the Closing pursuant to this Agreementelection of the Purchaser, evidence of the book entry issuance of the Shares, in each such case, registered in the name of such Purchaser or its nominees in accordance with Purchaser’s written delivery instructions. (iic) The Investor shall have received A certificate of the opinion Secretary of the Company, (i) Xxxxxx & Xxxxxxx LLP, attaching a certified copy the Articles of Incorporation of the Company’s outside counsel, and (ii) certifying as to and attaching a copy of the current Bylaws of the Company’s general counsel, each dated as of the Closing Date, in a form reasonably acceptable to the Investor and its counsel.and (iii) The Purchased certifying as to and attaching a copy of the resolutions of the Board of Directors authorizing the issuance of the Shares shall have been approved for listing on and the Principal Market.execution, delivery and performance of the Transaction Documents; (ivd) The Company shall have delivered to A certificate of the Investor a certificate evidencing the formation Chief Executive Officer and good standing Chief Financial Officer of the Company representing, warranting and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by certifying that (i) the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation representations and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to the Investor a certificate, executed by the Secretary warranties of the Company contained in this Agreement are true and dated correct as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) though made on and as adopted by the Board of Directors, in a form reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Company shall be true and correct in all material respects such date (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except for such representations and warranties that speak as of a specific date), which shall be true and correct (ii) the Company has performed, satisfied and complied in all material respects (except for those representations with all covenants, agreements and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date). The Investor shall have received a certificate, executed conditions required by the Chief Executive Officer Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing; (e) A good standing certificate of the Company issued by the Secretary of State of the State of Louisiana; (f) An incumbency certificate of the Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents, together with a sample of the true signature of each such officer; (g) An opinion of counsel to the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form attached hereto as Exhibit E. (ix) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. (x) The Common Stock (A) shall be designated for quotation or listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Shares. (xii) The Board of Directors shall have taken all actions necessary and appropriate to cause the Board Representative to be appointed to the Board of Directors and to each committee of the Board of Directors, and the Board Representative shall have been so elected and appointed concurrently with the Closing. (xiii) The Company shall have delivered an indemnification agreement substantially in the form of Exhibit CA attached hereto and addressed to the Purchasers; and (h) The Registration Rights Agreement, duly executed by the Company, which indemnification agreement shall become effective upon the Board Representative becoming a member of the Board of Directors. (xiv) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.