Common use of Company Deliveries Clause in Contracts

Company Deliveries. On or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Investor participating at the Closing the following: (a) this Agreement duly executed by the Company; (b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (c) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (d) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (e) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that 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 date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and (f) a recent (i.e., dated within five (5) days prior to the Closing Date) good standing certificate regarding the Company from the office of the Secretary of State of the State of Nevada.

Company Deliveries. On or prior to each Closing DateAt Closing, the Company shall deliver or cause to be delivered to each Investor participating at the Closing the followingBuyer: (a) this Agreement duly executed by In forms reasonably satisfactory to Buyer’s counsel, such bills of sale, assignments, certificates of title for vehicles, endorsements of transfer, conveyances, subleases and other documents and agreements as shall vest in Buyer’s title to the Company;Acquired Assets in accordance with the terms hereof. (b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (c) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (d) a certificate, executed certificate signed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (e) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that on behalf of the Company that: (i) all of the representations and warranties of the Company shall be contained in this Agreement and the Transaction Documents are true and correct in all material respects (except for those if not qualified by materiality) and in all respects (if qualified by materiality) as of Closing to the same extent as if made at such time, or in the case of representations and warranties that are qualified by materiality or Material Adverse Effectmade as of a specified date earlier than Closing, which shall be have been true and correct in all respectsmaterial respects (if not qualified by materiality) as of the date when made and in all respects (if qualified by materiality) on and as of the Closing Date as though made at that time such date; (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified dateii) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions corporate actions required by the Company to authorize and approve the execution and delivery of this Agreement and the Transaction Documents, and the consummation of the Purchase Transaction and the other transactions and agreements provided for herein and therein, have been taken, and setting forth copies of such corporate actions; (iii) all agreements and covenants of the Company that this Agreement or the Transaction Documents require the Company to be performed, satisfied have performed or complied with by the Company at or prior to the Closing Datehave been so performed or complied with in all material respects; andand (iv) the accuracy of the specimen signature of the officer or other authorized representative of the Company executing this Agreement and the Transaction Documents. (fc) a recent The corporate minute books, stock transfer books and other corporate records and the corporate seal of each Acquired Foreign Subsidiary. (i.e., dated within five (5d) days prior to the Closing Date) A good standing certificate regarding or its equivalent for the Company from the office of issued by the Secretary of State of the State of NevadaDelaware, dated as of a date that is within ten (10) calendar days of the Closing Date, and a good standing certificate or its equivalent issued by the secretary of state of each jurisdiction in which the Company is qualified to do business as a foreign corporation, dated as of a date that is within ten (10) calendar days of the Closing Date. (e) The Sellers Supplemental Schedule and a written acknowledgement of the Company with respect to any Supplemental Contracts which are to be removed from Schedule 1.1(f). (f) The Tag-Along/Drag-Along Agreement, executed by the Company. (g) The Registration Rights Agreement, executed by the Company. (h) The Owner’s Agreement, executed by VantagePoint. (i) The Subordination Agreements, executed by the Company. (j) The Sunrise Letter, executed by the Company. (k) Evidence of all consents, permits and approvals required to be obtained by the Company to consummate the transactions contemplated by this Agreement. (l) All other documents reasonably required by Parent or Buyer to be delivered by the Company or Owners.

Company Deliveries. On or prior to each Closing DateAt the Closing, the Company shall deliver deliver, or cause to be delivered delivered, to each Investor participating at Purchaser or its designee the Closing the followingfollowing agreements and documents: (ai) this a counterpart of the Escrow Agreement in the form attached hereto as Exhibit H (the “Escrow Agreement”) duly executed by the CompanySellers’ Representative; (bii) a Note in the principal amount set forth on Schedule A next to the Investor’s namecertificates, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (c) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (d) a certificate, executed by the Secretary of the Company and each dated as of the Closing Date, duly executed by the secretary, assistant secretary or other duly authorized officer of the Company or the applicable Acquired Company, as applicable, certifying: (A) that accurate and complete copies of such Person’s Organizational Documents, as in effect on the Closing Date, are attached to such certificate; (iB) that accurate and complete copies of resolutions duly adopted by such Person’s board of directors and by the requisite holders of the voting interests of the Company approving the Acquired Companies Distribution, the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby, are attached to such certificate (which resolutions consistent with Section 5.3 shall be valid and in full force and effect as of the Closing Date); (C) that accurate and complete copies of (1) resolutions duly adopted by the Company’s Board board of Directors directors and by the requisite holders of the voting interests of the Company approving the Dissolution (which resolutions shall be valid and in full force and effect as of the Closing Date) and (2) all filings, notices, communications or similar items necessary or advisable to effect the Dissolution, as well as evidence that all such filings, notices, communications or similar items have been duly submitted or delivered; and (D) that all actions necessary to effect the Dissolution have been duly taken; (iii) with respect to each of the officers and directors of the Acquired Companies indicated as resigning on Schedule 1.9(c)(iii), a resignation in the form annexed attached hereto as Schedule 3.1; Exhibit I (the “Director and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding ClosingOfficer Resignation”); (eiv) with respect to each employee and contractor of the Company or its Subsidiaries set forth on Schedule 1.9(c)(iv) that was involved in the development of any product or Intellectual Property for or on behalf of the Company or any of its Subsidiaries but has not previously executed a confidentiality and assignment agreement that has been made available to Parent and Purchaser, a confidentiality and Intellectual Property assignment agreement in a form reasonably satisfactory to Parent and Purchaser duly executed by such employee or contractor and the Company or its Subsidiary, as applicable; (v) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that the representations and warranties duly executed on behalf of the Company by the chief executive officer of the Company and on behalf of the Selling Shareholders by the Sellers’ Representative and containing the representation and warranty of the Company and the Selling Shareholders that the conditions set forth in Sections 8.1-8.2 and 8.4 have been duly satisfied (the “Company Closing Certificate”); (vi) a list of each authorized signatory for any bank account held in the name of any Subsidiary of the Company; (vii) an affidavit issued to Parent and Purchaser by an officer of e-TeleQuote as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that e-TeleQuote has not been a United States real property holding corporation (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith) at any time during the five (5)-year period ending on the Closing Date; (viii) evidence reasonably satisfactory to Parent and Purchaser that all security interests and other Encumbrances (other than Permitted Encumbrances and nonexclusive licenses for any Company Product included in the Company’s form customer agreement and granted to customers in the ordinary course of business) in any assets of the Company or any of its Subsidiaries have been released prior to or shall be true and correct in all material respects released simultaneously with the Closing; (except for those representations and warranties that are qualified ix) a certificate of compliance with respect to the Company issued by materiality or Material Adverse Effect, which shall be true and correct in all respects) as the Bermuda Registrar of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak Companies as of a specific date which shall be true and correct as of such specified datenot more than three (3) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or Business Days prior to the Closing Date; (x) evidence reasonably satisfactory to Parent and Purchaser of the termination of the Affiliate Transactions; (xi) all assignments, notices, waivers, authorizations or other documents, certificates and instruments set forth in Schedule 1.9(c)(xi), in each case, in form and substance reasonably satisfactory to Parent and Purchaser; and (fxii) a recent (i.e., dated within five (5) days prior evidence reasonably satisfactory to Parent and Purchaser that the accrued but unpaid interest on any outstanding debt obligations owed by e-TeleQuote to the Closing Date) good standing certificate regarding the Company from the office of the Secretary of State of the State of Nevadahas been paid and that any such obligations have been settled, in each case, in accordance with Section 5.11.

Company Deliveries. On or prior At the Closing, subject to each Closing Datethe terms and conditions hereof, the Company shall deliver will deliver, or cause to be delivered delivered, to each Investor participating at the Closing the followingPurchaser: (a) this Agreement duly executed Evidence of the issuance of the Purchased Shares purchased by such Purchaser at the Closing by book-entry transfer through the facilities of The Depository Trust Company, using a “DWAC” settlement process; provided, however, that such issuance must occur after or simultaneously with the delivery of the Purchase Price as set forth in Section 2.7(a); such Purchased Shares will be free of any and all Liens and restrictions on transfer, other than any Liens as are created by such Purchaser; (b) A certificate of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands, dated a Note in the principal amount set forth on Schedule A next recent date, to the Investor’s name, comprising part of effect that the Units being purchased by such Investor, registered Company is in the name of such Investorgood standing; (c) A cross-receipt executed by the Warrants in Company and delivered to such Purchaser certifying that it has received the amount set forth on Schedule A next to the Investor’s name, comprising part Purchase Price from such Purchaser as of the Units being purchased by such Investor, registered in the name of such InvestorClosing Date; (d) a certificateAn opinion addressed to the Purchasers from Xxxxxxx Coie LLP, executed by the Secretary of the Company and dated as of the Closing Date, as legal counsel to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (e) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that in the representations form and warranties of substance attached hereto as Exhibit A; (e) An opinion addressed to the Purchasers from Xxxxxx Xxxxxx & Xxxxxxxx LLP, special counsel to 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 Effectrelating to Xxxxxxxx Islands law, which shall be true and correct in all respects) as of the date when made and dated as of the Closing Date, in the form and substance attached hereto as Exhibit B; (f) A certificate, dated the Closing Date and signed by the Chief Executive Officer or the Chief Financial Officer of the Company, in his capacity as though made at that time such, stating that: (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified datei) and the The Company shall have performed, satisfied has performed and complied in all respects with the covenants, covenants and agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed, satisfied or performed and complied with by the Company at on or prior to the Closing Date; and (fii) a recent (i.e.A) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct when made and are true and correct as of the Closing Date, dated within five (5B) days prior all other representations and warranties of the Company (other than the representations and warranties contained in Section 3.3(a)) were true and correct in all material respects when made and are true and correct in all material respects as of the Closing Date; in each case (with respect to being true and correct as of the Closing Date) good standing certificate regarding as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only), and (C) the representations and warranties of the Company from the office contained in Section 3.3(a) were true and correct when made; and (g) A certificate of the Secretary of State the Company, certifying as to (i) the Amended and Restated Articles of Incorporation and Bylaws of the State Company, (ii) resolutions of Nevadathe Company’s Board of Directors authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares, and (iii) the signatures of the officers executing this Agreement.

Company Deliveries. On or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Investor participating at the Closing the following: (a) this Agreement duly executed by the Company; (b) a Note in the principal amount such number off shares of Preferred Stock set forth on Schedule A next to the Investor’s namesignature page hereto, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (c) the Registration Rights Agreement, duly executed by the Company; (d) Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (de) a lock-up agreement, substantially in the form of Exhibit F hereto, duly executed by each executive officer and director of the Company; (f) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1Directors; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (eg) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that 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 EffectEffect (defined below), which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and (fh) a legal opinion of Company counsel, substantially in the form of Exhibit G; (i) a recent (i.e., dated within five (5) days prior to the Closing Date) good standing certificate regarding the Company from the office of the Secretary of State of the State of Nevada.

Company Deliveries. On The Company shall deliver to Acquiror, at or prior to the Closing, each Closing Date, the Company shall deliver or cause to be delivered to each Investor participating at the Closing of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Articles of Incorporation, (B) Bylaws, (C) board resolutions approving the Merger and adopting this Agreement, and (D) shareholder resolutions approving the Merger and adopting this Agreement; (iii) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement duly or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by any of the Company, its Subsidiaries or the Surviving Corporation with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (iv) the Escrow Agreement, dated as of the Closing Date and executed by the CompanyShareholders’ Agent; (bv) the Company Shareholder Consent and Shareholder Agreement, executed by each Company Shareholder listed on Exhibit B-1; (vi) a Note Non-Competition Agreement executed by each of the individuals set forth on Exhibit C-2 hereto; (vii) an Offer Letter as provided by Acquiror, together with an employee invention assignment and confidentiality agreement, in each case in substantially the principal amount form attached as an exhibit to the applicable Offer Letter, executed by each of the Continuing Employees; (viii) evidence reasonably satisfactory to Acquiror of (A) the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time, and (B) if requested by Acquiror, the appointment of new officers and directors of the Company and of each Subsidiary, which appointments are to become effective at the Effective Time; (ix) evidence satisfactory to Acquiror of the termination of service with the Company and each Subsidiary of each independent contractor, consultant and/or advisory board member of the Company and/or any Subsidiary other than the Person set forth on Schedule A next 6.3(h) hereto (the “Specified Contractor”) effective no later than immediately prior to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such InvestorClosing; (cx) a Parachute Payment Waiver, in substantially the Warrants in form attached hereto as Exhibit F (the amount set forth on Schedule A next “Parachute Payment Waiver”), executed by each Person required to the Investor’s name, comprising part of the Units being purchased by execute such Investor, registered in the name of such Investora waiver pursuant to Section 5.133 hereof; (dxi) unless otherwise requested by Acquiror in writing no less than three Business Days prior to the Closing Date, (A) a certificatetrue, executed correct and complete copy of resolutions adopted by the Board of Directors of the Company, certified by the Secretary of the Company and dated as Company, authorizing the termination of the Closing DateCompany’s 401(k) Plan (the “401(k) Plan”), as and (B) an amendment to (ithe 401(k) the resolutions consistent with Section 5.3 as adopted Plan, executed by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws , that is sufficient to assure compliance with all applicable requirements of the Company, each as in effect at such Closing, provided that, at any Closing after Code and regulations thereunder so that the initial Closing, the Company shall not be required to attach copies Tax-qualified status of the Certificate 401(k) Plan shall be maintained at the time of Incorporation or Bylawsits termination, except in with such amendment and termination to be effective on the event that either document has been amended or otherwise modified since the date immediately preceding the Effective Time and contingent upon the Closing; (exii) a certificate, certificate from the Secretary of State of the State of California and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing and that all applicable Taxes and fees of the Company or such Subsidiary through and including the Closing Date have been paid; (xiii) evidence satisfactory to Acquiror of the consent to assignment of any Person whose consent to assignment may be required in connection with the Merger or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit G hereto; (xiv) the Spreadsheet (as defined below) completed to include all of the information specified in Section 5.9 in a form acceptable to Acquiror and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xv) the representations Closing Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and warranties calculations as are necessary for Acquiror to verify and determine the amount of Transaction Expenses; (xvi) the Company Net Working Capital Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Acquiror to verify and determine the amount of Company Net Working Capital; (xvii) executed UCC-2 or UCC-3 termination statements executed by each Person holding a security interest in any assets 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 date when made and any Subsidiary as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquiror that all Encumbrances on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing; (xviii) the Pay-off Letter (as though made at defined below) and documentation in a form and substance reasonably satisfactory to Acquiror evidencing that time all security interests in any assets of the Company under the Loan (except for representations as defined below) may be released pursuant to the terms described in the Pay-off Letter; (xix) evidence satisfactory to Acquiror that that all amounts owed to the Company by any director, officer, employee and/or Company Securityholder and/or any of its family members or Affiliates, if any, shall have been repaid in full; (xx) executed copies of the Bonus Award Letter in Lieu of Options (as defined below) from each Promised Optionee (as defined below); (xxi) executed copies of a waiver and warranties that speak release, in substantially the form attached hereto as Exhibit H (the “Shareholder Waiver and Release”), executed by each of the Company Shareholders; (xxii) executed copies of a waiver and release, in substantially the form attached hereto as Exhibit I (the “Optionholder Waiver and Release”), executed by each of the Company Optionholders; (xxiii) executed copies of a Confidentiality and Invention Assignment Agreement, in substantially the form attached hereto as Exhibit J (the “Korean Invention Assignment Agreement”), executed by each employee of Appro Korea, Inc; (xxiv) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit K, dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a specific date which shall be true and correct FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit L, dated as of such specified date) the Closing Date and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required executed by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing DateCompany; and (fxxv) a recent (i.e.the Articles of Merger, dated within five (5) days prior to executed by the Closing Date) good standing certificate regarding the Company from the office of the Secretary of State of the State of NevadaCompany.

Company Deliveries. On The Company shall deliver to Acquirer, at or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Investor participating at the Closing the followingClosing: (a) this Agreement duly executed by the Company; (b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (c) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (di) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.3(a) and Section 6.3(e) has been satisfied (the “Company Closing Condition Certificate”); (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying (A) the certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) the bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) the resolutions of the Board (I) declaring this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the DGCL and (III) directing that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger, (D) the resolutions of the Company Stockholders adopting this Agreement and approving the Merger and (E) other matters reasonably requested by Acquirer; (iii) written acknowledgments (to the extent applicable) pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the total amount of Transaction Expenses that has been incurred and remains payable to such Person (and/or the formula by which any additional Transaction Expenses that have not been quantified as of the Closing shall be calculated) and (B) that, upon payment of such remaining payable amount at the Closing (or when otherwise due), such Person shall be paid in full and shall not be owed any other amount by any of Acquirer, the Company, its Affiliates and/or the Surviving Corporation; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Requisite Stockholder Approval; (v) Stockholder Agreements, executed by each Consenting Stockholder and each other Company Stockholder that has executed a Written Consent; (vi) Offer Letters, effective as of the Closing, executed by each Key Employee and Continuing Employee; (vii) Termination and Release Agreements, effective as of the Closing, executed by each Designated Employee; (viii) Non-Competition Agreements, effective as of the Closing, executed by each Key Employee; (ix) a resignation letter reasonably satisfactory to Acquirer executed by each director and officer of the Company and/or the Subsidiary in office immediately prior to the Closing, in each case, effective as of, and contingent upon, the Effective Time; (x) a true, correct and complete copy of resolutions adopted by the Board or any applicable committee thereof, certified by the Secretary of the Company, terminating each or all of the Company Employee Plans that are “employee benefit plans” within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”) and dated any Company Employee Plans that are or provide for health or dependent care flexible spending accounts with such termination effective as of the date immediately preceding the Closing Date for the 401(k) Plan, as of immediately prior to the Closing Date for all other plans and, in all cases, contingent upon the Closing, in each case, unless otherwise requested by Acquirer in writing no less than three Business Days prior to the Closing Date and (B) if requested by Acquirer in writing no less than three Business Days prior to the Closing Date, as an amendment to (ithe 401(k) the resolutions consistent with Section 5.3 as adopted Plan, executed by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws , that is sufficient to assure compliance with all applicable requirements of the Company, each as in effect at such Closing, provided that, at any Closing after Code and regulations thereunder so that the initial Closing, the Company shall not be required to attach copies Tax-qualified status of the Certificate 401(k) Plan shall be maintained at the time of Incorporation or Bylawsits termination, except in with such amendment and termination to be effective as of the event that either document has been amended or otherwise modified since the date immediately preceding the Closing Date and contingent upon the Closing; (exi) (A) a certificatecertificate from the Secretary of State of the States of Delaware and California and each other state or other jurisdiction in which the Company or the Subsidiary is qualified to do business as a foreign corporation, dated within three Business Days prior to the Closing Date, certifying that the Company and the Subsidiary is in good standing and (B) a written confirmation from the California State Franchise Tax Board that, with respect to the State of California, all applicable Taxes and fees of the Company and any such Subsidiary through a date that is not less than five Business Days prior to the Closing Date have been paid; (xii) the Spreadsheet and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that the representations and warranties on behalf of the Company shall be true that the Spreadsheet is accurate and correct complete (the “Company Spreadsheet Certificate”); (xiii) the Company Closing Financial Certificate; (xiv) FIRPTA documentation, consisting of (A) a notice to the IRS, in all material respects accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit E-1, and (except for those representations B) a certificate conforming to the requirements of Treasury Regulations Sections 1.897-2(h) and warranties that are qualified by materiality or Material Adverse Effect1.1445-2(c)(3), which shall be true and correct in all respects) substantially the form attached hereto as of the date when made and Exhibit E-2, in each case, dated as of the Closing Date and executed by an officer of the Company, together with written authorization for Acquirer to deliver such notice and a copy of such certificate to the IRS on behalf of the Company after the Closing (collectively, the “FIRPTA Certificates” and together with the Company Closing Condition Certificate, Company Spreadsheet Certificate and Company Closing Financial Certificate, the “Company Certificates” and each, individually, a “Company Certificate”); (xv) a contractor agreement duly executed by 80% of the Persons set forth on Schedule C (collectively, the “Specified Contractors”); (xvi) evidence reasonably satisfactory to Acquirer of (A) the Company’s receipt of all consents, waivers and approvals set forth on Schedule 5.5-2, and (B) the amendment or termination, as though made at that time applicable, of each of the Contracts listed on Schedule D-2, as described therein; (except xvii) the Certificate of Merger, executed by the Company; (xviii) (A) payoff letters or similar instruments in customary form and substance and reasonably satisfactory to Acquirer with respect to all Company Debt (to the extent applicable), which letters provide for representations the release of all Encumbrances relating to the Company Debt following satisfaction of the terms contained in such payoff letters (including the payment in full and warranties that speak discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in connection with such Company Debt); and (B) note cancellation agreements, in the form attached as Exhibit F, executed by each holder of a specific date which shall be true Convertible Note; (xix) (A) a warrant cancellation agreement, in the form attached as Exhibit G, executed by each Company Warrantholder and correct (B) an option cancellation agreement, in the form attached as Exhibit H, executed by holders of such specified dateat least 90% of Company Options that are not Company Employees; (xx) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Datesolicitation of the Company Stockholder vote described under Section 5.15, a parachute payment waiver, in substantially the form attached hereto as Exhibit I (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15; and (fxxi) a recent evidence reasonably satisfactory to Acquirer that (i.e., dated within five A) the Company has filed provisional patent applications with the US Patent and Trademark office that cover the invention disclosures set forth on Schedule E and (5B) days prior the Company has obtained executed invention assignments that specifically describe and assign to the Closing Date) good standing certificate regarding Company the Company from the office rights in all inventions disclosed in such invention disclosures. Receipt by Acquirer of any of the Secretary of State agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are accurate or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the State of Nevadaforegoing agreements, instruments, certificates or documents are not accurate or complete.

Company Deliveries. On The Company shall deliver to Acquirer, at or prior to the Closing: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clauses (a), (b), (d) and (e) Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying the Company’s (A) certificate of incorporation, including all amendments thereto, as in effect immediately prior to Closing (the “Certificate of Incorporation”), (B) bylaws, including all amendments thereto, as in effect immediately prior to Closing and (C) the Adopting Resolutions remain in effect as originally approved; (iii) Written Consents executed by each Consenting Stockholder evidencing the obtainment of Company Stockholder Approval; (iv) written acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the total amount of Transaction Expenses that (I) has been incurred and paid to such Person prior to the Closing and (II) has been incurred and remains payable to such Person as of the Closing (and/or the formula by which any additional Transaction Expenses that have not been quantified as of the Closing will be calculated) and (B) that, upon payment of such remaining payable amount at the Closing (or when otherwise due), such Person shall be paid in full and shall not be owed any other amount by any of Acquirer, the Company and/or their respective Affiliates; (v) the Severance Agreement, effective as of the Closing, executed by the Company and each person set forth on Schedule C; (vi) a Stockholder Agreement or Cashed Out Common Cancellation Agreement, effective as of the Closing, executed by holders of at least 95% of the shares of Company Capital Stock (calculated on an as-converted to Company Common Stock basis) outstanding as of immediately prior to the Effective Time; (vii) a Revesting Agreement, effective as of the Closing, executed by each of the Key Employees; (viii) a Key Employee Offer Letter, effective as of the Closing, executed by each of the Key Employees; (ix) a Critical Employee Offer Letter, effective as of the Closing, executed by each of the Critical Employees; (x) a Non-Competition Agreement, effective as of the Closing, executed by each of the Key Employees and Critical Employees; (xi) unless otherwise requested by Xxxxxxxx in writing no less than one Business Day prior to the Closing Date, an unqualified resignation letter to Acquirer executed by each director and officer of the Company and of each Company Subsidiary in office immediately prior to the Closing, in each case, effective as of, and contingent upon, the Closing, and each of which shall deliver include a release of claims other than rights under the Transaction Documents; (xii) unless otherwise requested by Acquirer in writing no less than one Business Day prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Board or cause any applicable committee thereof, certified by the Secretary of the Company, terminating, or if sponsored by a professional employer (or similar organization), withdrawing from participation in, each or all of the Company Employee Plans that are “employee benefit plans” within the meaning of ERISA, including the Company’s 401(k) plan (the “401(k) Plan”), any Company Employee Plans that are or provide for health or dependent care flexible spending accounts and the Company Option Plan and Company Phantom Plan, and withdrawing from any Company Employee Plans sponsored by any professional employer organization or any employer of record and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be delivered to each Investor participating at effective as of the date immediately preceding the Closing Date and contingent upon the following:Closing; (axiii) this Agreement duly certificates of good standing, dated within five Business Days prior to the Closing Date, certifying that the Company and each applicable Company Subsidiary is in good standing in the jurisdiction of its formation and that all applicable franchise or similar Taxes and fees of the Company or the Company Subsidiaries through and including the Closing Date and each Company Subsidiary have been paid in Delaware or Nevada, as applicable; (xiv) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit H-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit H-2, dated as of the Closing Date and executed by the Company; (b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (cxv) the Warrants Spreadsheet, prepared in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (d) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent accordance with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.15.6; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (e) a certificate, certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that the representations and warranties on behalf of the Company that the Spreadsheet is true, correct and complete; (xvi) the Company Closing Financial Certificate, which certificate shall be true accompanied by such supporting documentation, information and correct calculations as are reasonably necessary for Acquirer to verify and determine; (xvii) evidence reasonably satisfactory to Acquirer (A) of the Company’s receipt of the consents, waivers and approvals listed on Schedule E-1, (B) of the amendment of each of the Contracts listed on Schedule E-2, (C) of the termination of each of the Contracts listed on Schedule E-3 (the “Required Terminations”), (D) of the delivery of notices to each relevant Person pursuant to the Contracts listed or described on Schedule E-4, and (E) that the actions set forth on Schedule E-5 have been completed; (xviii) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer or its counsel with respect to all material respects (except Company Debt for those representations and warranties that are qualified by materiality or Material Adverse Effectborrowed money, which shall be true and correct in letters provide for the release of all respects) as Encumbrances relating to such Company Debt following satisfaction of the date when made terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in connection with such Company Debt) (the amounts payable pursuant to such payoff letter or similar instruments, the “Payoff Amounts”); (xix) executed termination statements (or any other applicable termination statement), in a form approved by Acquirer, executed by each Person holding a security interest in any assets of the Company and the Company Subsidiaries as of the Closing Date as though made at terminating any and all such security interests and evidence that time all Encumbrances (except for representations and warranties that speak as Permitted Encumbrances) on assets of a specific date which the Company or any Company Subsidiary shall have been released prior to, or shall be true and correct as released simultaneously with, the Closing; (xx) the First Certificate of such specified date) and the Company shall have performedMerger, satisfied and complied in all respects with the covenants, agreements and conditions required duly executed by the Transaction Documents Company; (xxi) evidence of the 280G Stockholder Approval or notification that such approval was not obtained pursuant to be performed, satisfied or complied with by the Company at or Section 5.11; (xxii) a parachute payment waiver obtained prior to the Closing Date; andsolicitation of the 280G Stockholder Approval, in substantially the form attached hereto as Exhibit I (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.11. (fxxiii) a recent Cashed Out Common Cancellation Agreement in the form attached hereto as Exhibit J (i.e., dated within five (5“Cashed Out Common Cancellation Agreement”) days prior to the Closing Date) good standing certificate regarding the Company from the office each Cashed Out Common Stockholder. Receipt by Acquirer of any of the Secretary of State agreements, instruments, certificates or documents delivered pursuant to this Section 1.3(b) shall not be deemed to be an agreement by Acquirer that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s remedies hereunder if any of the State of Nevadaforegoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. On or prior At the Closing, subject to each Closing Datethe terms and conditions hereof, the Company shall deliver will deliver, or cause to be delivered, to each Investor: (a) The Shares, which shall be delivered to each Investor participating at the Closing the following: (a) this Agreement duly executed by the Company; (b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, book-entry form and registered in the name of such InvestorInvestor with the transfer agent of the Company. The Shares shall bear the legend or restricted notation set forth in Section 4.7 and shall be free and clear of any Liens, other than transfer restrictions under applicable federal and state securities laws; (cb) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (d) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (e) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that 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 date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and (f) a recent (i.e., dated within five (5) days prior to the Closing Date) good standing certificate regarding the Company from the office of the Secretary of State of the State of NevadaDelaware, dated as of a recent date, to the effect that the Company is in good standing; (c) A cross-receipt executed by the Company certifying that it has received the Aggregate Purchase Price from the Investors as of the Closing Date with respect to the Shares issued and sold to the Investors; (d) The Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Company; (e) An opinion addressed to the Investors from Xxxxx Xxxxx LLP, legal counsel to the Company, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (f) A certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacities as such, stating that: (i) The Company has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing Date; (ii) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Company are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and (iii) Such officer is not aware of any information that would reasonably be expected to prevent, materially delay or materially impede the consummation of the Acquisition; and (g) A certificate of the Secretary or an Assistant Secretary of the Company, certifying as to (1) the Amended and Restated Certificate of Incorporation of the Company and all amendments thereto, (2) the Amended and Restated Bylaws of the Company, as amended, as in effect on the Closing Date, (3) board resolutions authorizing the execution and delivery of the Operative Documents and the Acquisition Agreement and the consummation of the transactions contemplated thereby, including the issuance of the Shares and (4) its incumbent officers authorized to execute the Operative Documents and the Acquisition Agreement, setting forth the name and title and bearing the signatures of such officers; and (h) The “lock-up” agreements, each substantially in the form of Exhibit C hereto, between the Placement Agents and Company and each of the officers and directors of the Company, related to sales and certain other dispositions of shares of Common Stock or certain other securities, shall be in full force and effect on the Closing Date.

Company Deliveries. On Company shall deliver to Acquiror, at or prior to the Closing, each Closing Date, the Company shall deliver or cause to be delivered to each Investor participating at the Closing of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of Company by its Secretary, certifying the Company’s (1) Certificate of Incorporation, (2) Bylaws, (3) board resolutions approving the Merger and adopting this Agreement and (4) stockholder resolutions approving the Merger and adopting this Agreement (iii) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in each case in connection with this Agreement or any of the transactions contemplated by this Agreement or related thereto, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or related thereto; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by any of the Company or the Surviving Corporation with respect to this Agreement, the transactions contemplated by this Agreement or related thereto; (iv) a written acknowledgement from each individual identified on Exhibit F (each a “Company Lender”) in customary form reasonably acceptable to Acquiror and the Company (the “Payoff Letter”), whereby such Company Lender acknowledges that the amount payable to such Company Lender as reflected in the Payoff Letter shall be in full and complete satisfaction of all amounts due and payable to such Company Lender regarding the loans advanced to the Company by the Company Lender; (v) a written acknowledgement from the Bank in customary form reasonably acceptable to Acquiror and the Company (the “Bank Payoff Letter”), whereby the Bank acknowledges that the amount payable to the Bank as reflected in the Bank Payoff Letter shall be in full and complete satisfaction of all amounts due and payable to the Bank regarding the loans advanced to the Company by the Bank; (vi) Offer Letters executed by at least 14 of the 15 employees of the Company identified on Exhibit B hereto (collectively, the “Identified Employees”), which 14 must include Xxxxx Xxx Xxxxxx, Xxx Xxxx, and Xxxxxxx Au; (i) a Contractor Agreement duly executed by each Person set forth on Schedule 6.3(h) hereto (the “Specified Contractors”); (ii) the Stockholder Agreement and the Company Stockholder Approval executed by each Company Stockholder set forth on Exhibit D-2; (iii) an Investor Rep Letter executed by each Converting Holder; (iv) (a) the written resignation in customary form of each of the directors and each of the officers of the Company and its Subsidiaries 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, and (b) if requested by Acquiror at least five Business Days before Closing, the appointment of new officers and directors of the Company, which appointments are to become effective at the Effective Time; (v) a certificate from the Secretary of State of the State of Delaware and each other State or other jurisdiction in which the Company is qualified to do business as a foreign corporation dated within three Business Days prior to the Closing Date certifying that the Company is in good standing and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (vi) the Closing Expenses Certificate; (vii) the Company Net Working Capital Certificate; (viii) FIRPTA documentation, including (a) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit G-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (b) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit G-2, dated as of the Closing Date and executed by the Company; (b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor; (cix) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part Certificate of the Units being purchased by such Investor, registered in the name of such Investor; (d) a certificateMerger, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing; (ex) the Spreadsheet completed to include all of the information specified in Section 5.8 and a certificate, certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that the representations such Spreadsheet is true, correct and warranties of the Company shall be true and correct complete; (xi) unless otherwise requested by Acquiror 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 date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the board of directors of the Company (the “Board of Directors”), certified by the Secretary of the Company, authorizing the termination of the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Effective Time and contingent upon the Closing; (xii) a Parachute Payment Waiver executed by each Person required to execute such a waiver pursuant to Section 5.12 hereof; (xiii) a Management Plan Participant Joinder signed by each Management Plan Participant; (xiv) executed assignments of Intellectual Property from the Company’s current employees in the Company’s standard form of assignment of Intellectual Property; and (fxv) a recent evidence satisfactory to Acquiror of (i.e.a) the novation or consent to assignment of any Person whose novation or consent to assignment, dated within five as the case may be, may be required in connection with the Merger or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit H-1 hereto, effective as of and contingent upon the Closing, (5b) days prior to the Closing Date) good standing certificate regarding termination of each of the contracts of the Company from listed or described on Exhibit H-2 hereto, (c) the office amendment of each of the Secretary of State contracts of the State Company listed or described on Exhibit H-3 hereto in the manner described on such Exhibit with respect to each such contract, and (d) the termination or waiver of Nevadaany rights of first refusal, rights to any liquidation preference or redemption rights of any Company Securityholder, effective as of and contingent upon the Closing.