Common use of Deliverables at Closing Clause in Contracts

Deliverables at Closing. At the Closing: (a) The Company shall deliver to Parent: (i) A certificate of an executive officer of the Company to the effect set forth in Section 8.3(a), (b) and (c); (ii) The Payoff Letters; (iii) Resignations in substantially the form attached as Exhibit K or evidence of removal, in form and substance reasonably satisfactory to the Parent, effective as of the First Effective Time, from each Person set forth on Section 3.3(a)(iii) of the Disclosure Schedule, which constitute all Persons holding the position of an officer or director of the Company or any of its Subsidiaries; (iv) A certificate of good standing of the Company, dated no more than five (5) Business Days prior to the Closing, issued by the Secretary of State of the State of Delaware; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent and the Company); (vi) The First Certificate of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by the Stockholder Representative, which shall be in full force and effect on the Closing Date; (viii) Termination of all Affiliate Agreements, in each case, in form and substance reasonably acceptable to the Parent; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure Schedule, in each case, in form and substance reasonably acceptable to the Parent; and (x) A properly executed statement, dated as of the Closing Date, in a form and substance reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing. (b) Parent shall deliver to the Company: (i) A certificate of an executive officer of Parent to the effect set forth in Section 8.2(a), (b) and (c); and (ii) The Escrow Agreement, duly executed by Parent, which shall be in full force and effect on the Closing Date.

Deliverables at Closing. (a) At the Closing: (a) The Company , each Seller shall deliver to ParentBuyer the following: (i) A certificate a copy of an executive officer of this Agreement duly executed by the Company to the effect set forth in Section 8.3(a), (b) and (c)Seller; (ii) The Payoff Lettersa stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (iii) Resignations a copy of the Debt Assumption Agreement, in substantially the form attached hereto as Exhibit K or evidence of removalAnnex C, in form and substance reasonably satisfactory to duly executed by the Parent, effective as of the First Effective Time, from each Person set forth on Section 3.3(a)(iii) of the Disclosure Schedule, which constitute all Persons holding the position of an officer or director of the Company or any of its SubsidiariesSeller; (iv) A certificate a duly executed resignation letter thereby resigning as a member of good standing the Board of Directors and all positions with the Company, dated no more than five (5) Business Days prior to the Closing, issued by the Secretary of State of the State of Delaware; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent and the Company); (vi) The First Certificate of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by the Stockholder Representative, which shall be in full force and effect effective on the Closing Date; (viiib) Termination of all Affiliate Agreements, in each case, in form and substance reasonably acceptable to the Parent; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure Schedule, in each case, in form and substance reasonably acceptable to the Parent; and (x) A properly executed statement, dated as of the Closing Date, in a form and substance reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon At the Closing. (b) Parent , Buyer shall deliver to each Sellers the Companyfollowing: (i) A certificate a copy of this Agreement duly executed by the Buyer; (ii) a promissory note, substantially the form attached hereto as Annex A, for the principal amount of such Seller’s portion of the Purchase Price and Indebtedness as set forth on Annex B attached hereto; (iii) a copy of the Debt Assumption Agreement, in the form attached hereto as Annex C, duly executed by the Buyer; (c) At the Closing, the Company shall deliver to the Buyer the following: (i) a copy of this Agreement duly executed by an executive authorized officer of Parent to the effect set forth Company; (ii) a copy of the Debt Assumption Agreement, in Section 8.2(a)the form attached hereto as Annex C, duly executed by an authorized officer of the Company; (biii) duly executed Board resolutions therein authorizing the execution, delivery and performance of this Agreement and Debt Assumption Agreement and the consummation of the transactions contemplated by such agreements, accepting the Sellers’ resignations as Board members and officers of the Company, appointing the Txxxx Xxxxxxx (c)or other person designed by Buyer) as a member of the Board of Directors and as the Chief Executive Officer, Secretary and Treasurer of the Company, effective on the Closing Date; (iv) A complete stockholder ledger of the stockholders of the Company; (v) Board minutes and resolutions since inception; and (iivi) The Escrow AgreementEXXXX filing codes. (vii) All Company corporate and financial records from inception to current delivered by electronic form and hard copy to Mxxxx Law, duly executed by ParentLLC (viii) All Company accounting files previously provided to Accountants and Auditors from inception to current to Mxxxx Law, which shall be in full force and effect on the Closing Date.LLC

Deliverables at Closing. (a) At the Closing: (a) The Company , each Seller shall deliver to ParentBuyer the following: (i) A certificate a copy of an executive officer of this Agreement duly executed by the Company to the effect set forth in Section 8.3(a), (b) and (c)Seller; (ii) The Payoff Lettersa stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (iii) Resignations in a duly executed resignation letter thereby resigning as a member of the Board of Directors and all positions with the Company, effective on the Closing Date; (b) At the Closing, Buyer shall deliver to each Seller the following: (i) a copy of this Agreement duly executed by the Buyer; (ii) a secured promissory note, substantially the form attached hereto as Exhibit K or evidence Annex A, for the principal amount of removal, in form and substance reasonably satisfactory to the Parent, effective as such Sellers portion of the First Effective Time, from each Person Purchase Price and Indebtedness as set forth on Section 3.3(a)(iiiAnnex B attached hereto; (c) At the Closing, the Company shall deliver to the Buyer the following: (i) a copy of this Agreement duly executed by an authorized officer of the Company; (ii) duly executed Board resolutions therein authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by such agreements, accepting the Sellers’ resignation as Board members and officer(s) of the Disclosure ScheduleCompany, which constitute all Persons holding the position of an officer appointing Xxxxx Xxxxxxx (or director other person designated by Buyer) as a member of the Company or any Board of its SubsidiariesDirectors and as the Chief Executive Officer, Secretary and Treasurer of the Company, effective on the Closing Date; (iv) A certificate of good standing complete stockholder ledger of the Company, dated no more than five (5) Business Days prior to the Closing, issued by the Secretary of State stockholders of the State Company as of Delawarethe Closing Date; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent All Board and the Company)stockholder minutes and resolutions since inception; (vi) The First Certificate XXXXX filing codes of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by All XBRL files of the Stockholder Representative, which shall be in full force and effect on Company for the Closing Datepast 12 months; (viii) Termination of all Affiliate Agreements, in each case, in All Company corporate and financial records from inception to current delivered by electronic form and substance reasonably acceptable hard copy to the ParentXxxxx Law, LLC; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure ScheduleAll Company accounting files previously provided to Accountants and Auditors from inception to current to Xxxxx Law, in each case, in form and substance reasonably acceptable to the ParentLLC; and (x) A properly executed statement, dated detailed list of all payables owed by the Company as of the Closing Date, in a form and substance reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing. (b) Parent shall deliver to the Company: (i) A certificate of an executive officer of Parent to the effect set forth in Section 8.2(a), (b) and (c); and (ii) The Escrow Agreement, duly executed by Parent, which shall be in full force and effect on the Closing Date.

Deliverables at Closing. (a) At the Closing: (a) The Company , Seller shall deliver to ParentBuyer the following: (i) A certificate a copy of an executive officer of this Agreement duly executed by the Company to the effect set forth in Section 8.3(a), (b) and (c)Seller; (ii) The Payoff Lettersa stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (iii) Resignations a copy of the Debt Assumption Agreement, in the form attached hereto as Annex C, duly executed by the Seller; (iv) a duly executed resignation letter thereby resigning as a member of the Board of Directors and all positions with the Company, effective on the Closing Date; (b) At the Closing, Buyer shall deliver to each Seller the following: (i) a copy of this Agreement duly executed by the Buyer; (ii) the Purchase Price consisting of Ten Thousand U.S. Dollars ($10,000.00) paid by wire transfer to a bank account designated in writing by the Seller and a secured promissory note, substantially the form attached hereto as Exhibit K or evidence of removalAnnex A, in the aggregate principal amount of Forty Thousand U. S. Dollars ($40,000.00). (iii) a copy of the Debt Assumption Agreement, in the form and substance reasonably satisfactory attached hereto as Annex C, duly executed by the Buyer; (c) At the Closing, the Company shall deliver to the ParentBuyer the following: (i) a copy of this Agreement duly executed by an authorized officer of the Company; (ii) a copy of the Debt Assumption Agreement, in the form attached hereto as Annex C, duly executed by an authorized officer of the Company; (iii) duly executed Board resolutions therein authorizing the execution, delivery and performance of this Agreement and Debt Assumption Agreement and the consummation of the transactions contemplated by such agreements, accepting the Seller’s resignation as a Board member and officer of the Company, appointing Sparrow Marcioni (or other person designated by Buyer) as a member of the Board of Directors and as the Chief Executive Officer, Secretary and Treasurer of the Company, and Xxxxxx Xxxxx as the Chief Technology Officer of the Company, effective as of on the First Effective Time, from each Person set forth on Section 3.3(a)(iii) of the Disclosure Schedule, which constitute all Persons holding the position of an officer or director of the Company or any of its SubsidiariesClosing Date; (iv) A certificate of good standing complete stockholder ledger of the Company, dated no more than five (5) Business Days prior to the Closing, issued by the Secretary of State stockholders of the State Company as of Delawarethe Closing Date; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent All Board and the Company)stockholder minutes and resolutions since inception; (vi) The First Certificate XXXXX filing codes of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by All XBRL files of the Stockholder Representative, which shall be in full force and effect on Company for the Closing Datepast 12 months; (viii) Termination of all Affiliate Agreements, in each case, in All Company corporate and financial records from inception to current delivered by electronic form and substance reasonably acceptable hard copy to the ParentXxxxx Law, LLC; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure ScheduleAll Company accounting files previously provided to Accountants and Auditors from inception to current to Xxxxx Law, in each case, in form and substance reasonably acceptable to the ParentLLC; and (x) A properly executed statement, dated detailed list of all payables owed by the Company as of the Closing Date, in a form and substance reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing. (b) Parent shall deliver to the Company: (i) A certificate of an executive officer of Parent to the effect set forth in Section 8.2(a), (b) and (c); and (ii) The Escrow Agreement, duly executed by Parent, which shall be in full force and effect on the Closing Date.

Deliverables at Closing. (a) At the Closing: (a) The Company , Seller shall deliver to ParentPurchaser the following: (i) A the Bill of Sale in the form of Exhibit D hereto, and the Assignment and Assumption Agreement in the form of Exhibit E hereto, duly executed by Seller; (ii) a certificate of an executive officer of Seller certifying and attaching (A) all requisite resolutions or actions of Seller’s limited liability company manager approving the Company execution and delivery of this Agreement and all other Acquisition Documents to which Seller is a party and the consummation of the transactions contemplated hereby; and (B) a certificate of the Florida Department of State Division of Corporations as of a recent date as to the effect set forth in Section 8.3(a), (b) legal existence and (c); (ii) The Payoff Lettersgood standing of Seller; (iii) Resignations in substantially revised Schedule 4.11 and Schedule 4.12 updated to reflect information known to Seller as of the form attached as Exhibit K Closing Date; and (iv) such other customary instruments of transfer, assumption, filings or evidence of removaldocuments, in form and substance reasonably satisfactory to the ParentPurchaser, effective as of the First Effective Time, from each Person set forth on Section 3.3(a)(iii) of the Disclosure Schedule, which constitute all Persons holding the position of an officer or director of the Company or any of its Subsidiaries;may be required to give effect to this Agreement. (ivb) A certificate At the Closing, Purchaser shall deliver to Seller the following: (i) the Closing Payment, by wire transfer of good standing of the Company, dated no more than five (5) Business Days immediately available funds to an account designated in writing by Seller to Purchaser prior to the Closing; (ii) the Bill of Sale in the form of Exhibit D hereto, issued and the Assignment and Assumption Agreement in the form of Exhibit E hereto, duly executed by Purchaser; (iii) a certificate of an authorized representative of Purchaser certifying and attaching (A) all requisite resolutions or actions of Purchaser’s limited liability company manager approving the execution and delivery of this Agreement and all other Acquisition Documents to which Purchaser is a party and the consummation of the transactions contemplated hereby; and (B) a certificate of the Secretary of State of Tennessee as of a recent date as to the State legal existence and good standing of Delaware;Purchaser; and (viv) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7such other customary instruments of transfer, which changes shall be mutually acceptable to Parent and the Company); (vi) The First Certificate of Mergerassumption, duly executed by the Company; (vii) The Escrow Agreement, duly executed by the Stockholder Representative, which shall be in full force and effect on the Closing Date; (viii) Termination of all Affiliate Agreements, in each casefilings or documents, in form and substance reasonably acceptable satisfactory to the Parent; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure ScheduleSeller, in each case, in form and substance reasonably acceptable as may be required to the Parent; and (x) A properly executed statement, dated as of the Closing Date, in a form and substance reasonably acceptable give effect to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closingthis Agreement. (b) Parent shall deliver to the Company: (i) A certificate of an executive officer of Parent to the effect set forth in Section 8.2(a), (b) and (c); and (ii) The Escrow Agreement, duly executed by Parent, which shall be in full force and effect on the Closing Date.

Deliverables at Closing. (a) At the Closing: (a) The Company , Seller shall deliver to ParentBuyers the following: (i) A certificate a copy of an executive officer of this Agreement duly executed by the Company to the effect set forth in Section 8.3(a), (b) and (c)Seller; (ii) The Payoff Lettersa stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (iii) Resignations a duly executed resignation letter thereby resigning as a member of the Board of Directors and all positions with the Company, effective on the Closing Date; (b) At the Closing, Buyers shall deliver to the Seller the following: (i) a copy of this Agreement duly executed by the Buyers; (ii) the Purchase Price paid by wire transfer to a bank account designated in substantially writing by the Seller; (c) At the Closing, the Company shall deliver to the Buyers the following: the Company; (i) a copy of this Agreement duly executed by an authorized officer of (ii) a copy of the Debt Assumption Agreement, in the form attached hereto as Exhibit K or evidence of removalAnnex C, in form and substance reasonably satisfactory to the Parent, effective as duly executed by an authorized officer of the First Effective TimeCompany; (iii) duly executed Board resolutions therein authorizing the execution, from each Person set forth on Section 3.3(a)(iii) delivery and performance of this Agreement and Debt Assumption Agreement and the consummation of the Disclosure Scheduletransactions contemplated by such agreements, which constitute all Persons holding accepting the position Seller’s resignation as a Board member and officer of an officer the Company, appointing Xxxx Xxxxx (or director other person designated by Buyers) as a member of the Board of Directors and as the Chief Executive Officer, Secretary and Treasurer of the Company or any of its Subsidiarieseffective on the Closing Date; (iv) A certificate of good standing complete stockholder ledger of the Company, dated no more than five (5) Business Days prior to the Closing, issued by the Secretary of State stockholders of the State Company as of Delawarethe Closing Date; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent All Board and the Company)stockholder minutes and resolutions since inception; (vi) The First Certificate XXXXX filing codes of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by All XBRL files of the Stockholder Representative, which shall be in full force and effect on Company for the Closing Datepast 12 months; (viii) Termination of all Affiliate Agreements, in each case, in All Company corporate and financial records from inception to current delivered by electronic form and substance reasonably acceptable hard copy to the ParentXxxxx Law, LLC; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure ScheduleAll Company accounting files previously provided to Accountants and Auditors from inception to current to Xxxxx Law, in each case, in form and substance reasonably acceptable to the ParentLLC; and (x) A properly executed statement, dated detailed list of all payables owed by the Company as of the Closing Date, in a form and substance reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing. (bd) Parent At the Closing, the Subsidiary shall deliver to the Company: (i) A certificate Parties a copy of an executive officer of Parent to the effect set forth Debt Assumption Agreement in Section 8.2(a), (b) and (c); and (ii) The Escrow Agreementthe form attached hereto as Annex C, duly executed by Parent, which shall be in full force and effect on an authorized officer of the Subsidiary. (e) At or as soon as practicable after the Closing Datethe Company, the Subsidiary and the Seller shall wind up and dissolve the Subsidiary.

Deliverables at Closing. At On or prior to the Closing: (a) The each of Parent, the Escrow Agent and the Stockholder Representative shall deliver to the others a duly executed copy of the Escrow Agreement in the form attached hereto as Exhibit (B) (“Escrow Agreement”); (b) the Company shall deliver to Parent: (i) A certificate Parent either evidence of an executive officer of the Company to the effect set forth removal of, or written resignations in Section 8.3(a), (b) and (c); (ii) The Payoff Letters; (iii) Resignations in substantially the form attached as Exhibit K or evidence of removal, in form and substance reasonably satisfactory agreed to the by Parent, effective as of the First Effective TimeClosing, from of each Person set forth on Section 3.3(a)(iii) of the Disclosure Schedule, which constitute all Persons holding the position of an officer or director of the Company or any of its Subsidiaries; other than those Parent shall have specified in writing at least one (iv1) A certificate of good standing of the Company, dated no more than five (5) Business Days day prior to the Closing, issued by the Secretary of State of the State of Delaware; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent and the Company); (vi) The First Certificate of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by the Stockholder Representative, which shall be in full force and effect on the Closing Date; (viiic) Termination the Company shall deliver to Parent a general release duly executed by the Company and each of all Affiliate Agreements, in each case, in form and substance reasonably acceptable to the Parent; (ix) Receipt of the third party consents parties set forth on Section 3.3(a)(ix1.03(c) of the Company Disclosure Schedule, Letter in each case, in the form and substance reasonably acceptable to the Parent; andattached hereto as Exhibit (C); (xd) A properly the Company shall deliver to Parent a duly authorized, approved and executed statementemployment agreements with each of the Company Founders, Xxxxx Xxxxxx, Yun Fu, Xxxxxxx Xx and Xxxxx Xxxxxxxx in the form attached hereto as Exhibit (D) (the “Employment Agreements”), except in the event of death or disability of any such individual; (e) the Company shall deliver to Parent a Confidentiality and Restrictive Covenant Agreement duly executed by each of the Bound Parties (as set forth on Annex (2) of this Agreement) in the form attached hereto as Exhibit (E), dated as of the Closing Date, in a form and substance ; (f) the Company shall deliver evidence reasonably acceptable satisfactory to Parent of the termination of the Contracts set forth on Section 1.03(f) of the Company Disclosure Letter effective as of the Effective Time; (g) the Company shall deliver evidence reasonably satisfactory to Parent of the conversion of all of the outstanding shares of the Company Preferred Stock to such number of fully paid and that satisfies the requirements non-assessable shares of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice issued and outstanding Company Common Stock pursuant to the IRS pursuant organizational documents of the Company and Section 5.16 of this Agreement so that, as of immediately prior to Treasury Regulations the Effective Time, (i) there shall be no shares of the Company Preferred Stock outstanding and (ii) each former holder of shares of the Company Preferred Stock shall hold the same number of shares of the Company Common Stock; (h) the Company shall deliver the certificate set forth in Section 1.897-2(h5.08(g); (i) each of Parent, the Paying Agent and written authorization for Parent the Stockholder Representative shall deliver to deliver such notice and the others a duly executed copy of such statement the Paying Agent Agreement; (j) duly executed agreement reasonably satisfactory to Parent by employees of the Company relating to the IRS cancellation of the unvested portions of the options that were granted to them in June 2013; (k) a certificate, executed on behalf of the Company upon by an authorized officer of the Closing. (b) Parent shall deliver Company and dated as of the Closing Date, as to the Company: (i) A certificate satisfaction of an executive officer of Parent to the effect conditions set forth in Section 8.2(a), (b) and (c)6.02 hereof; and (iil) The Escrow Agreementat least two days prior to the Closing, duly executed the Company shall deliver an updated Section 2.02(c) of the Company Disclosure Letter setting forth the Legal Fees, which, to the extent necessary, may be further updated by Parent, which shall be in full force and effect the Company on the Closing DateDate to reflect the actual amount owed on such date.

Deliverables at Closing. (a) At the Closing: (a) The Company , Seller shall deliver to ParentBuyers the following: (i) A certificate a copy of an executive officer of this Agreement duly executed by the Company to the effect set forth in Section 8.3(a), (b) and (c)Seller; (ii) The Payoff Lettersa stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (iii) Resignations a duly executed resignation letter thereby resigning as a member of the Board of Directors and all positions with the Company, effective on the Closing Date; (b) At the Closing, Buyers shall deliver to the Seller the following: (i) a copy of this Agreement duly executed by the Buyers; (ii) a copy of the Asset Purchase Agreement duly executed by ED; (iii) the Purchase Price paid by wire transfer to a bank account designated in substantially writing by the Seller; (c) At the Closing, the Company shall deliver to the Buyers the following: (i) a copy of this Agreement duly executed by an authorized officer of the Company; (ii) a copy of the Asset Purchase Agreement, in the form attached hereto as Exhibit K or evidence of removalAnnex B, in form and substance reasonably satisfactory to the Parent, effective as duly executed by an authorized officer of the First Effective TimeCompany; (iii) duly executed Board resolutions therein authorizing the execution, from each Person set forth on Section 3.3(a)(iii) delivery and performance of this Agreement and Asset Purchase Agreement and the consummation of the Disclosure Scheduletransactions contemplated by such agreements, which constitute all Persons holding accepting the position Seller’s resignation as a Board member and officer of an officer the Company, appointing VA (or director other person designated by Buyers) as a member of the Board of Directors and ED (or other person designated by Buyers) as a member of the Board of Directors and as the Chief Executive Officer, Secretary and Treasurer of the Company or any of its Subsidiarieseffective on the Closing Date; (iv) A certificate of good standing complete stockholder ledger of the Company, dated no more than five (5) Business Days prior to the Closing, issued by the Secretary of State stockholders of the State Company as of Delawarethe Closing Date; (v) The final Closing Consideration Schedule (reflecting any changes to the version delivered pursuant to Section 2.7, which changes shall be mutually acceptable to Parent All Board and the Company)stockholder minutes and resolutions since inception; (vi) The First Certificate XXXXX filing codes of Merger, duly executed by the Company; (vii) The Escrow Agreement, duly executed by All XBRL files of the Stockholder Representative, which shall be in full force and effect on Company for the Closing Datepast 12 months; (viii) Termination of all Affiliate Agreements, in each case, in All Company corporate and financial records from inception to current delivered by electronic form and substance reasonably acceptable hard copy to the ParentXxxxx Law, LLC; (ix) Receipt of the third party consents set forth on Section 3.3(a)(ix) of the Disclosure ScheduleAll Company accounting files previously provided to Accountants and Auditors from inception to current to Xxxxx Law, in each case, in form and substance reasonably acceptable to the ParentLLC; and (x) A properly executed statement, dated detailed list of all payables owed by the Company as of the Closing Date. (d) At Closing the Company shall have formed the new Subsidiary to hold the Growbox Assets. (e) As soon as practicable, in a form and substance reasonably acceptable to Parent and that satisfies after Closing the requirements Company shall file an amendment of Treasury Regulations Section 1.1445-2(c)(3), together Articles of Incorporation with the required notice to State of Nevada and subsequently file a Corporate Action with FINRA changing the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf name of the Company upon the Closingto D5, Inc. or other suitable name. (b) Parent shall deliver to the Company: (i) A certificate of an executive officer of Parent to the effect set forth in Section 8.2(a), (b) and (c); and (ii) The Escrow Agreement, duly executed by Parent, which shall be in full force and effect on the Closing Date.