Deliveries by Loraca. At the Closing, Loraca shall deliver to the Shareholders: (1) the Merger Consideration as specified in Section 2; (2) a copy of resolutions of the Board of Directors of Loraca and Merger Sub, certified by Loraca's and Merger Sub's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Loraca and Merger Sub, and the consummation of the transactions contemplated hereby; (3) a Certificate from Loraca, dated the Closing Date, certifying to the fulfillment of the conditions specified in Section 8.2; (4) the Guaranty for the Convertible Notes by Loraca in the form of Exhibit C attached hereto, (5) the Security Agreement in the form of Exhibit D attached hereto, along with the UCC Form-1 and other documents referred to in the Security Agreement, (6) the opinion of Xxxxxx & Xxxxxxxxxxx, P.A., in the form of Exhibit E attached hereto, (7) executed documents to consummate the Merger; and (8) such other certificates and documents as Shareholders or their counsel may reasonably request.
