Common use of Company First Closing Deliveries Clause in Contracts

Company First Closing Deliveries. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to the Purchaser or the Sponsor Escrow Agent, as applicable, the following, in form and substance satisfactory to the Purchaser: (i) this Agreement duly executed by the Company, AOI and EDOC; (ii) the First Closing Debenture in the original principal amount of the First Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser; (iii) a Warrant duly executed by the Company, registered in the name of the Purchaser; (iv) the duly executed EDOC Guarantee; (v) the duly executed Australian Guarantee; (vi) the duly executed Australian Individual Guarantee; (vii) the duly executed Australian Mortgage, in registrable form; (viii) the duly executed Australian General Security Deed; (ix) duly executed copies of each Subordination Deed; (x) the duly executed Payment Directions Deed; (xi) the duly executed Intercompany Loan Agreement; (xii) the First Registration Rights Agreement duly executed by the Company; (xiii) a perfection certificate, duly executed by the Company, each Subsidiary, AOI and each AOI Subsidiary (the “Perfection Certificate”); (xiv) a duly executed Escrow Agreement executed by the Company and the Escrow Agent; (xv) a duly executed Sponsor Escrow Agreement executed by the Sponsor; (xvi) the Sponsor Escrow Amount, funded by the Sponsor by wire transfer to the Sponsor Escrow Agent in accordance with wire instructions to be provided by the Purchaser or the Sponsor Escrow Agent to the Sponsor; (xvii) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the First Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation; (xviii) a certificate, dated as of such First Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying (i) the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary and (ii) with respect to AOI and each AOI Subsidiary, the resolutions of the shareholders of AOI and each AOI Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be executed to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; provided, with respect to the shareholder resolutions to be certified in respect of AOI and each AOI Subsidiary, (A) such shareholder resolutions shall be extracts of such resolutions; (B) with respect to Good Earth Oils and Cootamundra, such shareholder resolutions shall authorize the amendment of the constitutions of Good Earth Oils and Cootamundra so as to give efficacy to the Australian General Security Deed and the Australian Mortgage; and (C) with respect to Cowcumbla, such shareholder resolutions shall approve the execution, delivery and performance by Cowcumbla and each of its subsidiaries under the Australian General Security Deed, the Australian Mortgage and the Australian Guarantee, as applicable; (xix) a final payoff letter with respect to all of the promissory notes issued by EDOC other than unsecured promissory notes in the aggregate amount of $1,500,000; (xx) subordination agreements in favor of the Purchaser with respect to all unsecured indebtedness of EDOC, AOI and each of the AOI Subsidiaries that will be outstanding at the time of the First Closing Date, to be executed and delivered in form and substance satisfactory to the Purchaser; (xxi) an opinion of Xxxxxxx Xxxxxx Xxxxxxx Humphries, Cayman Islands counsel to the Company, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures, the Warrants, and any other Transaction Documents to be executed by the Company hereunder on or prior to the First Closing Date; (xxii) an opinion of Xxxxxx Group, Cayman Islands counsel to EDOC, regarding the due authorization, good standing and corporate authority of EDOC to enter into, and the enforceability of, this Agreement, the EDOC Guarantee and any other Transaction Document to be executed by EDOC hereunder on or prior to the First Closing Date; (xxiii) an opinion of Xxxxxx, Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the First Closing Date; (xxiv) copies of the Company’s and each of its Subsidiaries’ Organizational Documents as in effect on the First Closing Date; (xxv) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the Company’s inception; (xxvi) all information requested by the Purchaser as part of its know-your-customer requirements; (xxvii) all documents of title required to be delivered pursuant to the Australian General Security Deed including, (A) with respect to Cootamundra, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Cootamundra; and (B) with respect to Good Earth Oils, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Good Earth Oils; and (xxviii) such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

Company First Closing Deliveries. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to the Purchaser or the Sponsor Escrow Agent, as applicable, the following, in form and substance satisfactory to the Purchaser: (i) this Agreement duly executed by the Company, AOI and EDOC; (ii) the First Closing a Debenture in the original principal amount of the First Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser; (iii) a Warrant duly executed by the Company, registered in the name of the Purchaser; (iv) the duly executed EDOC Guarantee; (v) the duly executed Australian Guarantee; (vi) the duly executed Australian Individual Guarantee; (vii) the duly executed Australian Mortgage, in registrable form; (viiivii) the duly executed Australian General Security Deed; (ixviii) duly executed copies of each Subordination Deed; (xix) the duly executed Payment Directions Deed; (xix) the duly executed Intercompany Loan Agreement; (xiixi) the First Registration Rights Agreement duly executed by the Company; (xiiixii) a perfection certificate, duly executed by the Company, each Subsidiary, AOI and each AOI Subsidiary (the “Perfection Certificate”); (xivxiii) a duly executed Escrow Agreement executed by the Company and the Escrow Agent; (xv) a duly executed Sponsor Escrow Agreement executed by the Sponsor; (xvi) the Sponsor Escrow Amount, funded by the Sponsor by wire transfer to the Sponsor Escrow Agent in accordance with wire instructions to be provided by the Purchaser or the Sponsor Escrow Agent to the Sponsor; (xviixiv) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the First Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation; (xviiixv) a certificate, dated as of such First Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying (i) the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary and (ii) with respect to AOI and each AOI Subsidiary, the resolutions of the shareholders of AOI and each AOI Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be executed to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; provided, with respect to the shareholder resolutions to be certified in respect of AOI and each AOI Subsidiary, (A) such shareholder resolutions shall be extracts of such resolutions; (B) with respect to Good Earth Oils and Cootamundra, such shareholder resolutions shall authorize the amendment of the constitutions of Good Earth Oils and Cootamundra so as to give efficacy to the Australian General Security Deed and the Australian Mortgage; and (C) with respect to Cowcumbla, such shareholder resolutions shall approve the execution, delivery and performance by Cowcumbla and each of its subsidiaries under the Australian General Security Deed, the Australian Mortgage and the Australian Guarantee, as applicable; (xixxvi) a final payoff letter with respect to all of the promissory notes issued by EDOC other than unsecured promissory notes in the aggregate amount of $1,500,000; (xxxvii) subordination agreements in favor of the Purchaser with respect to all unsecured indebtedness of EDOC, AOI and each of the AOI Subsidiaries that will be outstanding at the time of the First Closing Date, to be executed and delivered in form and substance satisfactory to the Purchaser; (xxixviii) an opinion of Xxxxxxx Xxxxxx Xxxxxxx Humphries, Cayman Islands counsel to the Company, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures, the Warrants, Warrants and any other Transaction Documents to be executed by the Company hereunder on or prior to the First Closing Date; (xxiixix) an opinion of Xxxxxx Group, Cayman Islands counsel to EDOC, regarding the due authorization, good standing and corporate authority of EDOC to enter into, and the enforceability of, this Agreement, the EDOC Guarantee and any other Transaction Document to be executed by EDOC hereunder on or prior to the First Closing Date; (xxiiixx) an opinion of Xxxxxx, Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the First Closing Datelaw; (xxivxxi) a duly executed consent letter, by and between AOI, Cowcumbla, Cootamundra, the Purchaser and Commonwealth Bank of Australia, pursuant to which Commonwealth Bank of Australia shall consent to the incurrence of indebtedness by AOI, Cowcumbla and Cootamundra and their subsidiaries under the Transaction Documents, the granting of security by Cowcumbla and Cootamundra under the Transaction Documents and related matters (the “Consent Letter”); (xxii) copies of the Company’s and each of its Subsidiaries’ Organizational Documents as in effect on the First Closing Date; (xxvxxiii) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the Company’s inception; (xxvixxiv) all information requested by the Purchaser as part of its know-your-customer requirements; (xxviixxv) all documents of title required to be delivered pursuant to the Australian General Security Deed including, (A) with respect to Cootamundra, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Cootamundra; and (B) with respect to Good Earth Oils, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Good Earth Oils; and (xxviiixxvi) such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

Company First Closing Deliveries. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to the Purchaser or the Sponsor Escrow Agent, as applicable, Purchasers the following, in form and substance satisfactory to the PurchaserPurchasers: (i) this Agreement duly executed by the Company, AOI and EDOC;Company ; (ii) the First Closing a Debenture in the original principal amount of the First Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser;Purchasers; (iii) a Warrant duly executed by the Company, registered in the name of the Purchaser;Purchasers; (iv) the duly executed EDOC Guarantee;Guarantee; (v) the duly executed Australian Guarantee; (vi) the duly executed Australian Individual Guarantee; (vii) the duly executed Australian Mortgage, in registrable form; (viii) the duly executed Australian General Security Deed; (ix) duly executed copies of each Subordination Deed; (x) the duly executed Payment Directions Deed; (xi) the duly executed Intercompany Loan Agreement; (xii) the First Registration Rights Agreement duly executed by the Company;Company; (xiiivi) the Security Agreement duly executed by the Company and each Subsidiary; (vii) a perfection certificate, duly executed by the Company, each Subsidiary, AOI and each AOI Subsidiary (the “Perfection Certificate”);Certificate”); (xivviii) a duly executed Escrow Agreement executed by the Company and the Escrow Agent;Agent; (xv) a duly executed Sponsor Escrow Agreement executed by the Sponsor; (xvi) the Sponsor Escrow Amount, funded by the Sponsor by wire transfer to the Sponsor Escrow Agent in accordance with wire instructions to be provided by the Purchaser or the Sponsor Escrow Agent to the Sponsor; (xviiix) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries Company and EDOCeach Subsidiary, dated as of a date reasonably close to the First Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;Date ; (xviiix) a certificate, dated as of such First Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying (i) the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary and (ii) with respect to AOI and each AOI Subsidiary, the resolutions of the shareholders of AOI and each AOI Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be executed to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; provided, with respect to the shareholder resolutions to be certified in respect of AOI and each AOI Subsidiary, (A) such shareholder resolutions shall be extracts of such resolutions; (B) with respect to Good Earth Oils and Cootamundra, such shareholder resolutions shall authorize the amendment of the constitutions of Good Earth Oils and Cootamundra so as to give efficacy to the Australian General Security Deed and the Australian Mortgage; and (C) with respect to Cowcumbla, such shareholder resolutions shall approve the execution, delivery and performance by Cowcumbla and each of its subsidiaries under the Australian General Security Deed, the Australian Mortgage and the Australian Guarantee, as applicable;thereby; (xix) a final payoff letter with respect to all of the promissory notes issued by EDOC other than unsecured promissory notes in the aggregate amount of $1,500,000; (xx) subordination agreements in favor of the Purchaser with respect to all unsecured indebtedness of EDOC, AOI and each of the AOI Subsidiaries that will be outstanding at the time of the First Closing Date, to be executed and delivered in form and substance satisfactory to the Purchaser; (xxixi) an opinion of Xxxxxxx Xxxxxx Xxxxxxx Humphries, Cayman Islands Blank Rome LLP counsel to the Company, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures, the Warrants, Warrants and any other Transaction Documents to be executed by the Company hereunder on or prior to the First Closing Date;Date; (xxii) an opinion of Xxxxxx Group, Cayman Islands counsel to EDOC, regarding the due authorization, good standing and corporate authority of EDOC to enter into, and the enforceability of, this Agreement, the EDOC Guarantee and any other Transaction Document to be executed by EDOC hereunder on or prior to the First Closing Date; (xxiii) an opinion of Xxxxxx, Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the First Closing Date; (xxivxii) copies of the Company’s and each of its Subsidiaries’ Organizational Documents as in effect on the First Closing Date;Date; (xxvxiii) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the Company’s inception;inception; (xxvixiv) all information requested by the Purchaser Purchasers as part of its know-your-customer requirements; (xxvii) all documents of title required to be delivered pursuant to the Australian General Security Deed including, (A) with respect to Cootamundra, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Cootamundra; and (B) with respect to Good Earth Oils, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Good Earth Oils; requirements; and (xxviiixv) such other approvals, opinions of counsel to the Company, or documents as the Purchaser Purchasers may reasonably request.”

Company First Closing Deliveries. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser participating in the Purchaser or the Sponsor Escrow Agent, as applicable, First Closing the following, in form and substance satisfactory to the such Purchaser: (i) this Agreement duly executed by the Company, AOI and EDOC;Company; (ii) the First Closing a Debenture in the an original principal amount equal to such Purchaser’s portion of the First Closing Principal Amount as set forth on such Purchaser’s signature page hereto, duly executed by the Company, registered in the name of the Purchaser;such Purchaser; (iii) a Warrant duly executed by the Company, registered in the name evidence of the issuance to such Purchaser;’s pro rata portion of 55,000 Commitment Shares; (iv) the duly executed EDOC Guarantee;Guarantee; (v) the Registration Rights Agreement relating to such Closing duly executed Australian Guarantee;by the Company; (vi) the Security Documents duly executed Australian Individual Guaranteeby the Company and Scienture, LLC, and, as applicable, NVK; (vii) the duly executed Australian Mortgage, in registrable form; (viii) the duly executed Australian General Security Deed; (ix) duly executed copies of each Subordination Deed; (x) the duly executed Payment Directions Deed; (xi) the duly executed Intercompany Loan Agreement; (xii) the First Registration Rights Agreement duly executed by the Company; (xiii) a perfection certificate, duly executed by the Company, each Subsidiaryand Scienture, AOI and each AOI Subsidiary LLC (the “Perfection Certificate”);Certificate”); (xiv) a duly executed Escrow Agreement executed by the Company and the Escrow Agent; (xv) a duly executed Sponsor Escrow Agreement executed by the Sponsor; (xvi) the Sponsor Escrow Amount, funded by the Sponsor by wire transfer to the Sponsor Escrow Agent in accordance with wire instructions to be provided by the Purchaser or the Sponsor Escrow Agent to the Sponsor; (xviiviii) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the CompanyCompany and Scienture, the Subsidiaries, AOI, the AOI Subsidiaries and EDOCLLC, dated as of a date reasonably close to the First Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;Date ; (xviiiix) a certificate, dated as of such First Closing Date, duly executed, and delivered by an officer of the Company and each SubsidiaryScienture, LLC, certifying (i) the resolutions of the Company’s and each SubsidiaryScienture, LLC’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary and (ii) with respect to AOI and each AOI SubsidiaryScienture, the resolutions of the shareholders of AOI and each AOI SubsidiaryLLC, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary Scienture, LLC of each Transaction Document to be executed to which the Company and each Subsidiary Scienture, LLC is a party, as applicable, and the transactions contemplated hereby and thereby; provided, with respect to the shareholder resolutions to be certified in respect of AOI and each AOI Subsidiary, (A) such shareholder resolutions shall be extracts of such resolutions; (B) with respect to Good Earth Oils and Cootamundra, such shareholder resolutions shall authorize the amendment of the constitutions of Good Earth Oils and Cootamundra so as to give efficacy to the Australian General Security Deed and the Australian Mortgage; and (C) with respect to Cowcumbla, such shareholder resolutions shall approve the execution, delivery and performance by Cowcumbla and each of its subsidiaries under the Australian General Security Deed, the Australian Mortgage and the Australian Guarantee, as applicable;thereby; (xix) a final payoff letter with respect to all of the promissory notes issued by EDOC other than unsecured promissory notes in the aggregate amount of $1,500,000; (xx) subordination agreements in favor of the Purchaser with respect to all unsecured indebtedness of EDOC, AOI and each of the AOI Subsidiaries that will be outstanding at the time of the First Closing Date, to be executed and delivered in form and substance satisfactory to the Purchaser; (xxix) an opinion of Xxxxxxx Xxxxxx Xxxxxxx HumphriesDxxxxx Gxxxxxx PLLC, Cayman Islands legal counsel to the Company, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures, Debentures that are to close on the WarrantsFirst Closing Date, and any other Transaction Documents to be executed by the Company hereunder on or prior to the First Closing Date;Date; (xxii) an opinion of Xxxxxx Group, Cayman Islands counsel to EDOC, regarding the due authorization, good standing and corporate authority of EDOC to enter into, and the enforceability of, this Agreement, the EDOC Guarantee and any other Transaction Document to be executed by EDOC hereunder on or prior to the First Closing Date; (xxiii) an opinion of Xxxxxx, Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the First Closing Date; (xxivxi) copies of the Company’s and each of its Subsidiaries’ Organizational Documents as in effect on the First Closing Date;Date; (xxvxii) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since subpoenas in the Company’s inception;past three (3) years; (xxvixiii) a duly executed Stockholder Consent; and (xiv) all information requested by the such Purchaser as part of its know-your-customer requirements; (xxvii) all documents of title required to be delivered pursuant to the Australian General Security Deed including, (A) with respect to Cootamundra, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Cootamundra; and (B) with respect to Good Earth Oils, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Good Earth Oils; and (xxviii) such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

Company First Closing Deliveries. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser participating in the Purchaser or the Sponsor Escrow Agent, as applicable, First Closing the following, in form and substance satisfactory to the such Purchaser: (i) this Agreement duly executed by the Company, AOI and EDOC;Company; (ii) the First Closing a Debenture in the an original principal amount equal to such Purchaser’s portion of the First Closing Principal Amount as set forth on such Purchaser’s signature page hereto, duly executed by the Company, registered in the name of the Purchaser;such Purchaser; (iii) a Warrant duly executed by the Company, registered in the name of the Purchaser;such Purchaser; (iv) the duly executed EDOC Guarantee;Guarantee; (v) the duly executed Australian Guarantee; (vi) the duly executed Australian Individual Guarantee; (vii) the duly executed Australian Mortgage, in registrable form; (viii) the duly executed Australian General Security Deed; (ix) duly executed copies of each Subordination Deed; (x) the duly executed Payment Directions Deed; (xi) the duly executed Intercompany Loan Agreement; (xii) the First Registration Rights Agreement duly executed by the CompanyCompany; (vi) the Security Documents duly executed by the Company and each Significant Subsidiary, as applicable; (xiiivii) a perfection certificate, duly executed by the Company, each Subsidiary, AOI and each AOI Significant Subsidiary (the “Perfection Certificate”);Certificate”); (xivviii) a duly executed Escrow Agreement executed by the Company and the Escrow Agent;Agent; (xv) a duly executed Sponsor Escrow Agreement executed by the Sponsor; (xvi) the Sponsor Escrow Amount, funded by the Sponsor by wire transfer to the Sponsor Escrow Agent in accordance with wire instructions to be provided by the Purchaser or the Sponsor Escrow Agent to the Sponsor; (xviiix) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries Company and EDOCeach Significant Subsidiary, dated as of a date reasonably close to the First Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;Date; (xviiix) a certificate, dated as of such First Closing Date, duly executed, and delivered by an officer of the Company and each Significant Subsidiary, certifying (i) the resolutions of the Company’s and each Significant Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary and (ii) with respect to AOI and each AOI Subsidiary, the resolutions of the shareholders of AOI and each AOI Significant Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Significant Subsidiary of each Transaction Document to be executed to which the Company and each Significant Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; provided, with respect to the shareholder resolutions to be certified in respect of AOI and each AOI Subsidiary, (A) such shareholder resolutions shall be extracts of such resolutions; (B) with respect to Good Earth Oils and Cootamundra, such shareholder resolutions shall authorize the amendment of the constitutions of Good Earth Oils and Cootamundra so as to give efficacy to the Australian General Security Deed and the Australian Mortgage; and (C) with respect to Cowcumbla, such shareholder resolutions shall approve the execution, delivery and performance by Cowcumbla and each of its subsidiaries under the Australian General Security Deed, the Australian Mortgage and the Australian Guarantee, as applicable;thereby; (xix) a final payoff letter with respect to all of the promissory notes issued by EDOC other than unsecured promissory notes in the aggregate amount of $1,500,000; (xx) subordination agreements in favor of the Purchaser with respect to all unsecured indebtedness of EDOC, AOI and each of the AOI Subsidiaries that will be outstanding at the time of the First Closing Date, to be executed and delivered in form and substance satisfactory to the Purchaser; (xxixi) an opinion of Xxxxxxx Xxxxxx Xxxxxxx HumphriesXxxxx, Cayman Islands US counsel and an opinion of Australian counsel to the Company, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures, the Warrants, Warrants and any other Transaction Documents to be executed by the Company hereunder on or prior to the First Closing Date;Date; (xxii) an opinion of Xxxxxx Group, Cayman Islands counsel to EDOC, regarding the due authorization, good standing and corporate authority of EDOC to enter into, and the enforceability of, this Agreement, the EDOC Guarantee and any other Transaction Document to be executed by EDOC hereunder on or prior to the First Closing Date; (xxiii) an opinion of Xxxxxx, Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the First Closing Date; (xxivxii) copies of the Company’s and each of its Significant Subsidiaries’ Organizational Documents as in effect on the First Closing Date;Date; (xxvxiii) all information regarding any Action against the Company, its Significant Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the Company’s inceptioninception; (xiv) proof of the financing received from FC Securities Pty Ltd of no less than AU$6,500,000.00 in relation to the Australian research and development tax incentives for the Company’s fiscal years ended June 30, 2023 and June 30, 2024; (xxvixv) all information requested by the such Purchaser as part of its know-your-customer requirements; (xxvii) all documents of title required to be delivered pursuant to the Australian General Security Deed including, (A) with respect to Cootamundra, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Cootamundra; and (B) with respect to Good Earth Oils, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Good Earth Oils; requirements; and (xxviiixvi) such other approvals, opinions of counsel to the Company, or documents as the such Purchaser may reasonably request.”