Common use of Delivery of Documents at Closing Clause in Contracts

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the Xxxx of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xix) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xiixi) the SB IP License, duly executed by Star Brands; (xiiixii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xivxiii) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv4.2(a)(xiii) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xvxiv) consent to assignment a lease agreement in form and substance reasonably satisfactory to Buyer of with respect to the Leases of Leased Property attached hereto as Exhibit CPremises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvixv) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi4.2(a)(xv); (xviixvi) a completed Investor Questionnaire in the form attached hereto as Exhibit DC, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviiixvii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the Xxxx of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xix) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xiixi) the SB IP License, duly executed by Star Brands; (xiiixii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xivxiii) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv4.2(a)(xiii) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xvxiv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvixv) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi4.2(a)(xv); (xviixvi) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviiixvii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the Xxxx of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment a lease agreement in form and substance reasonably satisfactory to Buyer of with respect to the Leases of Leased Property attached hereto as Exhibit CPremises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit DC, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the Xxxx of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. The Parties hereto shall separately make (or cause to be made) the following deliveries to the other Parties hereto at the Closing: (a) At Each of MGG Seller and 55 Corporate Seller shall deliver (or prior cause to the Closing, Seller or the Membersbe delivered), as applicable, shall deliver to the Buyer the followingfollowing documents: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), A duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals counterpart of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments Assignment of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire Limited Liability Company Interests in the form attached hereto as Exhibit DC in respect of the Seller MGG Interests (the “MGG Assignment”) and (y) the Assignment of Limited Liability Company Interests in the form attached hereto as Exhibit D in respect of the Seller 55 Corporate Interest (the “55 Corporate Assignment”); (ii) A certificate of good standing and/or subsistence for each of MGG Seller and 55 Corporate Seller, dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of Delaware; (iii) A certified copy of a consent for each of MGG Seller and 55 Corporate Seller duly adopted by such Seller entity expressly authorizing the execution, delivery and performance of this Agreement and the Related Documents; (iv) A Certificate from each of MGG Seller and 55 Corporate Seller certifying that (x) such Seller entity has obtained all consents that are required to be obtained or made by or with respect to such Seller entity in connection with the execution, delivery and performance on the Closing Date of this Agreement and the Related Documents by such Seller entity and the consummation of the transactions contemplated hereby and thereby by such Seller entity and (y) all required consents are in full force and effect; (v) A certificate from each of MGG Seller and 55 Corporate Seller, duly executed by such Seller and each Member certifying entity, in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2) to the effect that such Person it is an accredited investor; andnot a “foreign person” as that term is defined in Section 1445(f)(3) of the Code, in order to avoid the imposition of the withholding tax payment pursuant to Section 1445 of the Code; (xviiivi) Such other consents, resolutions, releases, documents and instruments as may be reasonably required or requested by the Star Packaging Services Agreement, duly executed by Star PackagingBuyer to effectuate the terms of this Agreement and to comply with the terms hereof. (b) At or prior to the Closing, Each of MGG Buyer and 55 Corporate Buyer shall deliver (or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viiidelivered), as applicable, to the Escrow Agent) Seller the followingfollowing documents: (i) the Xxxx of Sale and Assignment, A duly executed by Buyercounterpart of (x) the MGG Assignment and (y) the 55 Corporate Assignment; (ii) A certificate of good standing and/or subsistence for each of MGG Buyer and 55 Corporate Buyer, dated not more than thirty (30) days prior to the Escrow AgreementClosing Date, duly executed issued by Buyerthe Secretary of State of the State of Delaware; (iii) A certified copy of a consent for each of MGG Buyer and 55 Corporate Buyer duly adopted by such Buyer entity expressly authorizing the Security Agreementexecution, duly executed by Buyerdelivery and performance of this Agreement and the Related Documents; (iv) A Certificate from each of MGG Buyer and 55 Corporate Buyer certifying that (x) such Buyer entity has obtained all consents that are required to be obtained or made by or with respect to such Buyer entity in connection with the Star Packaging Services Agreementexecution, duly executed delivery and performance on the Closing Date of this Agreement and the Related Documents by Buyersuch Buyer entity and the consummation of the transactions contemplated hereby and thereby by such Buyer entity and (y) all required consents are in full force and effect; (v) Such other consents, resolutions, releases, documents and instruments as may be reasonably required or requested by the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable Seller to Seller, duly executed by an officer effectuate the terms of Buyer; (vi) the Closing Cash Payment in immediately available funds paid this Agreement and to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited comply with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreementterms hereof.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xix) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xiixi) the SB IP License, duly executed by Star Brands; (xiiixii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xivxiii) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv4.2(a)(xiii) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xvxiv) consent to assignment a lease agreement in form and substance reasonably satisfactory to Buyer of with respect to the Leases of Leased Property attached hereto as Exhibit CPremises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvixv) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi4.2(a)(xv); (xviixvi) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviiixvii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the Xxxx of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the followingshall: (i) a xxxx Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of sale and assignment and assumption Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer;Joint Venture. (ii) Execute, cause to be acknowledged and deliver to Purchaser a certificate confirming the Escrow Agreementmatters set forth in Sections 7.02(a) and (b) with respect to Seller as of the Closing Date, such certificate to be signed by a duly executed by Seller;authorized officer of Seller (or its controlling Affiliate). (iii) Provide to Purchaser (A) a copy of the Security Agreement, Charter Documents of Seller certified by a duly executed by Seller;authorized officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iv) written approvals of Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the MED Approval, the Local Authority Approvals, transactions contemplated by this Agreement and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances that are consistent with this Agreement (and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses do not impose any additional Liabilities on Seller beyond what is contemplated by Buyer at the applicable Premises;this Agreement). (v) certificates from the Colorado Department of Revenue Execute, cause to be acknowledged as appropriate and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on deliver to Purchaser a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado closing statement or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) memorandum in a form reasonably acceptable to BuyerPurchaser and Seller (the “Closing Statement”). (vi) Execute, duly executed cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit E, as required by an officer Section 1445 of Seller;the Code. (vii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing. (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated Execute or cause to be delivered in Section 6.4(a); (x) the various certificatesexecuted, instruments and documents (cause to be acknowledged and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyerfiled, as may be required applicable, any and all transfer tax forms, or signature pages to give effect to this Agreement; (xi) a payoff letter transfer tax forms reasonably requested by Purchaser in form reasonably satisfactory to Buyer, issued and executed by each holder connection with the transfer of Financial Debt not earlier than three (3) Business Days before Seller’s Interests or the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire indirect interests in the form attached hereto Facility Owners to Purchaser (or its designee) as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packagingcontemplated hereunder. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the followingPurchaser shall: (i) Pay the Xxxx Purchase Price by wire transfer of Sale immediately available funds to an account designated by Seller and Assignment, duly executed the other closing costs to be borne by Buyer;Purchaser hereunder. (ii) Execute and deliver the Escrow Assignment and Assumption of Interest Agreement, duly executed by Buyer;. (iii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the Security transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement, duly executed by Buyer;). (iv) Execute, acknowledge and deliver a certificate to Seller confirming the Star Packaging Services Agreementmatters set forth in Sections 7.03(a) and (b) with respect to Purchaser, duly executed as of the Closing Date, such certificates to be signed by Buyer;an officer of Purchaser. (v) Execute, and cause to be acknowledged, as appropriate, and deliver the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer;Closing Statement. (vi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the Closing Cash Payment reasonable opinion of Purchaser (as the case may be), in immediately available funds paid to connection with the transfer of Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue Interests or the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent indirect interests in the Escrow Account, pursuant Facility Owners to the Escrow AgreementPurchaser (or its designee).

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property for the dispensary attached hereto as Exhibit C, duly executed by the applicable landlord and a lease agreement in form and substance reasonably satisfactory to Buyer with respect to the grow facility Premises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the Xxxx of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.