Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska will deliver, or will cause to be delivered, to Shiprock the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Hawk Biometric will deliver, or will cause to be delivered, to Shiprock Explorations the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Hawk Biometric to the effect that all representations and warranties made by Duska Hawk Biometric under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Explorations on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Hawk Biometric dated within five business days of at or about the Closing to the effect that Duska Hawk Biometric is in good standing under the laws of said statejurisdiction; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Hawk Biometric authorizing the Merger;this transaction; and (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Hawk Biometric as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Explorations will deliver or cause to be delivered to DuskaHawk Biometric: (1i) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereofConsideration; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyExplorations, to the effect that all representations and warranties of Shiprock and Shiprock Sub Explorations made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Hawk Biometric on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Explorations’ board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Explorations dated within five business days of at or about the Closing Date that each of said corporations Explorations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the existing officers and directors of Shiprock Explorations; and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Explorations.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska SNC will deliver, or will cause to be delivered, to Shiprock the Durwxxx xxx following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SNC to the effect that all representations and warranties made by Duska SNC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub on Durwxxx xx said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of SNC dated within five business days of at or about the Closing to the effect that Duska SNC is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each SNC Stockholder and evidence of the Duska stockholders referred to in Section 9(c)accreditation; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska SNC authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as Durwxxx xx set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub will Durwxxx xxxl deliver or cause to be delivered to DuskaSNC: (1i) stock certificates representing those securities of Shiprock the Durwxxx Xxxres to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock SubDurwxxx, respectively, to xx the effect that all representations and warranties of Shiprock and Shiprock Sub made Durwxxx xxxe under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SNC on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Durwood's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Durwood's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Durwxxx dated within five business days of at or about the Closing Date that each of said corporations is Durwxxx xx in good standing under the laws of said state; (5v) opinion of Shiprock’s Durwood's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubDurwxxx; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.;financial records of Durwxxx; xxd (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaSNC, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)net proceeds from the Limited Offering not to be less than $950,000.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska IVI will deliver, or will cause to be delivered, to Shiprock Turer the following: (1i) a A certificate executed by the Chief Executive Officer or President and Secretary of Duska IVI to the effect that all representations and warranties made by Duska IVI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Turer on said date;. (2ii) a A certificate from the state of Duska’s incorporation California dated within five business days of at or about the Closing to the effect that Duska IVI is in good standing under the laws of said state;jurisdiction. (3iii) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;. (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified Certified copies of resolutions adopted by the stockholders and directors of Duska IVI authorizing the Merger;this transaction. (6v) all All other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Turer as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vi) the The legal opinion required by Section 9(e12(c) hereof. (b) Shiprock and Shiprock Sub Turer will deliver or cause to be delivered to DuskaIVI: (1i) stock Stock certificates representing those securities of Shiprock the Turer Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereof;herein. (2ii) a A certificate of the President of Shiprock and Shiprock Sub, respectively, Turer to the effect that all representations and warranties of Shiprock and Shiprock Sub Turer made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska IVI on said date;. (3iii) certified Certified copies of resolutions adopted by Shiprock’s Turer's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Turer's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates Certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Turer dated within five business days of at or about the Closing Date that each of said corporations Turer is in good standing under the laws of said state;. (5v) opinion Opinion of Shiprock’s Turer's counsel as described in Section 8(l11(k) above;. (6vi) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;. (7vii) written resignation of all Resignation of the officers existing officer and directors of Shiprock and Shiprock Sub;Turer. (8) Escrow Agreement, signed by Xxxxx viii) All corporate and Xxxxxx X. Xxxx and Associates, Ltd.;financial records of Turer. (9ix) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all All other items, the delivery of which is a condition precedent to the obligations of DuskaIVI, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska TAG will deliver, or will cause to be delivered, to Shiprock PMKT the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska TAG to the effect that all representations and warranties made by Duska TAG under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock PMKT or Shiprock PMKT Sub on said date; (2ii) a certificate from the state of Duska’s TAG's incorporation dated within five business days of at or about the Closing to the effect that Duska TAG is in good standing under the laws of said state; (3iii) Investment Letters in the form attached hereto as Exhibit “D” to be agreed upon executed by each of the Duska stockholders referred to in Section 9(c)TAG Common Shareholder, , unless waived by PMKT; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy copies of the Certificate Plan and Articles of Merger in form and substance to be mutually agreed upon by the Parties for filing in Delawarewith the Secretary of State of California; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska TAG authorizing the Merger;; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock PMKT and Shiprock PMKT Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e8(d) hereof. (b) Shiprock PMKT and Shiprock PMKT Sub will deliver or cause to be delivered to DuskaTAG: (1i) stock certificates representing those securities of Shiprock PMKT to be issued as a part of the Merger as described in Section 2 hereof; ; (2ii) a certificate of the President President/Secretary of Shiprock PMKT and Shiprock PMKT Sub, respectively, to the effect that all representations and warranties of Shiprock PMKT and Shiprock Sub PMKT Sub, respectively, made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska TAG on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska FIC will deliver, or will cause to be delivered, to Shiprock Columbia the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska FIC to the effect that all representations and warranties made by Duska FIC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Columbia on said date; (2ii) a certificate from the state of Duska’s incorporation of FIC dated within five business days of at or about the Closing to the effect that Duska FIC is in good standing under the laws of said state; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)FIC Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska FIC authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Columbia as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e13(d) hereof. (b) Shiprock and Shiprock Sub Columbia will deliver or cause to be delivered to DuskaFIC: (1i) stock certificates representing those securities of Shiprock the Columbia Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyColumbia, to the effect that all representations and warranties of Shiprock and Shiprock Sub Columbia made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska FIC on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Columbia's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Columbia's Stockholders authorizing the Merger Acquisition and all related matters; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Columbia dated within five business days of at or about the Closing Date that each of said corporations Columbia is in good standing under the laws of said state; (5v) opinion of Shiprock’s Columbia's counsel as described in Section 8(l12(k) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the existing officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxColumbia; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaFIC, as set forth in Section 8 13 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska CEI will deliver, or will cause to be delivered, to Shiprock Inland the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska CEI to the effect that all representations and warranties made by Duska CEI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Inland on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of CEI dated within five business days of at or about the Closing to the effect that Duska CEI is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)CEI Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska CEI authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Inland as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Inland will deliver or cause to be delivered to DuskaCEI: (1i) stock certificates representing those securities of Shiprock the Inland Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyInland, to the effect that all representations and warranties of Shiprock and Shiprock Sub Inland made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska CEI on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Inland's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Inland's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Inland dated within five business days of at or about the Closing Date that each of said corporations Inland is in good standing under the laws of said state; (5v) opinion of Shiprock’s Inland's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubInland; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxInland; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaCEI, as set forth in Section 8 12 hereof, including net cash proceeds of the asset transfer and assumption agreements contemplated by Section 7(f)Inland Financing.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska Seller will deliver, or will cause to be delivered, to Shiprock Purchaser the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2i) a certificate from the state of DuskaAll requisite and necessary documents evidencing Seller’s incorporation dated within five business days sole and exclusive ownership of the Closing Products and all underlying products, formulas, processes, proprietary technology and/or patents and patent applications, free and clear of all liens, mortgages, pledges, security interests, prior assignments or encumbrances, and any restrictions on transfer, and that it has the unencumbered right to sell and transfer its entire right, title and interest in the effect that Duska is in good standing under the laws of said stateProducts, including, but not limited to all patents and patent applications, to Purchaser as contemplated hereby; (3ii) Investment Letters All requisite and necessary documents to transfer the ownership and all rights, title and interest in the form attached hereto as Exhibit “D” executed Products to Purchaser including, but not limited to all requisite and notarized Patent Assignments related to the patents and patent applications underlying the Products, for filing by each of Purchaser with the Duska stockholders referred to in Section 9(c)USPTO and any foreign patent office that is relevant; (4iii) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;; and (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all All other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubPurchaser, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof10 above. (b) Shiprock and Shiprock Sub Purchaser will deliver or cause to be delivered to Duska:Seller; (1i) stock Stock certificates representing those securities of Shiprock Seller and or its assignees, to be issued to Seller as a part of the Merger as described in per Section 2 3 hereof; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified Certified copies of resolutions adopted by ShiprockPurchaser’s and Shiprock Sub’s Board Boards of Directors approving this Agreement and Shiprock Sub’s stockholder authorizing the Merger and all related matterstransactions contemplated hereunder; (4iii) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11iv) all All other items, the delivery of which is a condition precedent to the obligations of Duska, Seller as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska RXT will deliver, or will cause to be delivered, to Shiprock Valley the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska RXT to the effect that all representations and warranties made by Duska RXT under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Valley on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of RXT dated within five business days of at or about the Closing to the effect that Duska RXT is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)RXT Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska RXT authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Valley as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Valley will deliver or cause to be delivered to DuskaRXT: (1i) stock certificates representing those securities of Shiprock the Valley Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyValley, to the effect that all representations representation and warranties of Shiprock and Shiprock Sub Valley made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska RXT on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Valley's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Valley's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certification from the jurisdiction of incorporation of Shiprock and Shiprock Sub Valley dated within five business days of at or about the Closing Date that each of said corporations Valley is in good standing under the laws of said state; (5v) opinion of Shiprock’s Valley's counsel as described in Section 8(l11(1) above; (6vi) such other instruments and documents as are required to be delivered pursuant to good funds representing the provisions net proceeds of this Agreementthe Valley Financing; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubValley; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxValley; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaRXT, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska BioForce will deliver, or will cause to be delivered, to Shiprock Silver River the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska BioForce to the effect that all representations and warranties made by Duska BioForce under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock Silver River or Shiprock Merger Sub on said datedate and that BioForce has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of Duska’s BioForce's incorporation dated within five business days of the Closing to the effect that Duska BioForce is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this AgreementAgreement and the other Transaction Documents; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and ; (v) certified copies of resolutions adopted by BioForce Stockholders and the stockholders and directors of Duska BioForce approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (6vi) the opinion of BioForce's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Silver River and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock Silver River and Shiprock Merger Sub will deliver or cause to be delivered to DuskaBioForce: (1i) stock certificates representing those securities of Shiprock Silver River to be issued as a part of the Merger as described in Section 2 hereof;; -24- (2ii) a certificate of the President of Shiprock Silver River and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Silver River and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska BioForce on said date; and that each of Silver River and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by Shiprock’s Silver River's and Shiprock Merger Sub’s 's Board of Directors and Shiprock Merger Sub’s 's sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; and certified copies of resolutions adopted by the stockholders of Silver River approving the matters described in Section 7(e) above; (4iv) certificates from the jurisdiction of incorporation of Shiprock Silver River and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Nevada; (vi) opinion of Shiprock’s Silver River's counsel as described in Section 8(l8(m) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Silver River and Shiprock Merger Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaBioForce, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska RTC will deliver, or will cause to be delivered, to Shiprock AE the following: (1) a certificate executed by the Chief Executive Officer or President of Duska RTC to the effect that all representations and warranties made by Duska RTC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub AE on said date; (2) a certificate from the state of Duska’s RTC's incorporation dated within five business days of the Closing to the effect that Duska RTC is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate Articles of Merger for filing in Delaware; Delaware and Nevada; (5) certified copies of resolutions adopted by 100% the stockholders and directors of Duska RTC authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubAE, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub AE will deliver deliver, or cause to be delivered delivered, to DuskaRTC (or the Escrow Agent, as applicable), the following: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger AE Closing Shares as described in Section 2 Article3 hereof; (2) the AE Earnout Shares to the Escrow Agent as directed in Article 3 hereof. (3) a certificate of the President of Shiprock and Shiprock Sub, respectively, AE to the effect that all representations and warranties of Shiprock and Shiprock Sub AE made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska RTC on said date; (34) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s AE's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (45) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub AE dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) aboveDelaware; (6) executed copy of the Certificate of Merger for filing in Delaware and Nevada; (7) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaRTC, as set forth in Section 8 Article 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska NMS will deliver, or will cause to be delivered, to Shiprock Conserve the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska NMS to the effect that all representations and warranties made by Duska NMS under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Conserve on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of NMS dated within five business days of at or about the Closing to the effect that Duska NMS is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)NMS Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska NMS authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Conserve as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Conserve will deliver or cause to be delivered to DuskaNMS: (1i) stock certificates representing those securities of Shiprock the Conserve Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyConserve, to the effect that all representations and warranties of Shiprock and Shiprock Sub Conserve made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska NMS on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Conserve's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Conserve's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Conserve dated within five business days of at or about the Closing Date that each of said corporations Conserve is in good standing under the laws of said state; (5v) opinion of Shiprock’s Conserve's counsel as described in Section 8(l11(1) above; (6vi) such other instruments and documents as are required to be delivered pursuant to good funds representing the provisions net proceeds of this Agreementthe Conserve Financing; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubConserve; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxConserve; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaNMS, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska PROVIDENTIAL will deliver, or will cause to be delivered, to Shiprock JRCI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska PROVIDENTIAL to the effect that all representations and warranties made by Duska PROVIDENTIAL under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub JRCI on said date; (2ii) a certificate from the state State of Duska’s incorporation California dated within five business days of at or about the Closing to the effect that Duska PROVIDENTIAL is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto PROVIDENTIAL and its Shareholders shall deliver an opinion of its legal counsel, limited as Exhibit “D” executed by each to any portion of the Duska stockholders referred opinion as to an aspect of the agreement governed by the application of Delaware or New York law, to JRCI to the effect that: (a) PROVIDENTIAL is a corporation validly existing and in Section 9(c)good standing under the laws of the State of California and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (4b) such other instrumentsPROVIDENTIAL has the corporate power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, documents executed and certificates, if any, as are required delivered by PROVIDENTIAL. (iv) A letter of consent to the transaction from the NASD. (v) Stock certificates representing those shares of PROVIDENTIAL to be delivered pursuant exchanged for JRCI Shares will be delivered, along with duly executed stock powers transferring such shares to the provisions of this Agreement;JRCI. (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubJRCI, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub JRCI will deliver or cause to be delivered to DuskaPROVIDENTIAL and the Providential Shareholders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from JRCI executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyJRCI, to the effect that all representations and warranties of Shiprock and Shiprock Sub JRCI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska PROVIDENTIAL on said date; (3ii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s JRCI Board of Directors authorizing this transaction; and Shiprock Sub’s stockholder authorizing the Merger and all related mattersan opinion of JRCI counsel as described in Section 4 above; (4iii) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations JRCI is in good standing under the laws of said stateState; (5iv) an opinion of Shiprock’s counsel counsel, limited as described to any portion of the opinion that applies to an aspect governed by the application of Delaware or Nevada law, dated as of the Closing to the effect that: (1) JRCI is a corporation validly existing and in Section 8(l) abovegood standing under the laws of the State of Nevada; (62) such other instruments This Agreement has been duly authorized executed and documents as are required to be delivered pursuant to the provisions by JRCI and is a valid and binding obligation of JRCI enforceable in accordance with its terms; (3) JRCI, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (74) written resignation The documents executed and delivered to PROVIDENTIAL and the PROVIDENTIAL Shareholders hereunder are valid and binding in accordance with their terms to the shares of all of the officers JRCI Shares to be issued pursuant to Section 1.1 hereof, and directors of Shiprock such Shares will be duly and Shiprock Sub; (8) Escrow Agreementvalidly issued, signed by Xxxxx fully paid and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxxnon-assessable; and (115) all other itemsJRCI has the corporate power to execute the Agreement, deliver the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer Shares and assumption agreements contemplated by Section 7(f)perform under this Agreement.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska PEDCO will deliver, or will cause to be delivered, to Shiprock BLAST the following: (1) a certificate executed by the Chief Executive Officer or President of Duska PEDCO to the effect that all representations and warranties made by Duska PEDCO under this Agreement are true and correct as of the Closing and as of the Effective Merger Date, the same as though originally given to Shiprock BLAST or Shiprock BLAST Sub on said date; (2) a certificate from the state of Duska’s PEDCO's incorporation dated within five business days of the Closing to the effect that Duska PEDCO is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (5) certified copies of resolutions adopted by the stockholders and directors of Duska PEDCO authorizing the Merger;; and (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock BLAST and Shiprock BLAST Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock BLAST and Shiprock BLAST Sub will deliver or cause to be delivered to DuskaPEDCO: (1) stock certificates representing those securities of Shiprock BLAST to be issued as a part of the Merger as described in Section 2 3 hereof; (2) a certificate of the President of Shiprock BLAST and Shiprock BLAST Sub, respectively, to the effect that all representations and warranties of Shiprock BLAST and Shiprock BLAST Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska PEDCO on said date; (3) certified copies of resolutions adopted by Shiprock’s BLAST's and Shiprock BLAST Sub’s 's Board of Directors and Shiprock BLAST Sub’s 's stockholder authorizing the Amendment of the Articles and the Merger and all related matters; (4) a certificate from the Nevada and Texas Secretary of State, as applicable, dated within five business days of the Closing Date that the Articles of Merger and the Restated Articles of Incorporation have been accepted for filing; (5) certificates from the jurisdiction of incorporation of Shiprock BLAST and Shiprock BLAST Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock BLAST and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy BLAST Sub as of the filed Amended Closing and Restated Articles written appointment of Incorporation; (10) Indemnification Waiver letter signed by Xxxxxthe PEDCO nominees as directors and officers; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of DuskaPEDCO, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)herein.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska TMG will deliver, or will cause to be delivered, to Shiprock BARON ENERGY the following: (1i) a certificate from TMG executed by the Chief Executive Officer or President managers of Duska TMG, to the effect that all representations and warranties made by Duska TMG under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub BARON ENERGY on said date; (2ii) a certificate from the state State of Duska’s incorporation Nevada dated within five business days of at or about the Closing to the effect that Duska TMG is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed a certified copy of the Certificate resolution of Merger for filing in Delawarethe Managers of TMG authorizing this transaction; and certified copies and (iv) an opinion of resolutions adopted its legal counsel, limited as to any portion of the opinion as to an aspect of the agreement governed by the stockholders and directors application of Duska authorizing Nevada law, dated as of the Merger;Closing to the effect that: (6a) TMG is a limited liability company validly existing and in good standing under the laws of the State of Nevada (b) TMG has the power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, executed and delivered by TMG. (v) Irrevocable Assignments of the membership interests of TMG duly executed by the respective Interest Holders to be exchanged for BARON ENERGY Shares that will be delivered to Interest Holders, transferring such membership interests to BARON ENERGY. (vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubBARON ENERGY, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub BARON ENERGY will deliver or cause to be delivered to DuskaTMG and the Interest Holders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from BARON ENERGY executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyBARON ENERGY, to the effect that all representations and warranties of Shiprock and Shiprock Sub BARON ENERGY made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska TMG on said date; (3ii) a certified copies copy of resolutions adopted by Shiprock’s and Shiprock Sub’s a resolution of the Board of Directors and Shiprock Sub’s stockholder of BARON ENERGY authorizing the Merger and all related mattersthis transaction; (4iii) certificates a certificate from the jurisdiction State of incorporation of Shiprock and Shiprock Sub Nevada dated within five business days of at or about the Closing Date that each of said corporations BARON ENERGY is in good standing under the laws of said stateState; and (iv) an opinion of its legal counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Nevada law, dated as of the Closing to the effect that: (1) BARON ENERGY is a corporation validly existing and in good standing under the laws of the State of Nevada; (2) This Agreement has been duly authorized executed and delivered by BARON ENERGY and is a valid and binding obligation of BARON ENERGY enforceable in accordance with its terms; (3) BARON ENERGY, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to TMG and the TMG Members hereunder are valid and binding in accordance with their terms; (5) opinion The shares of Shiprock’s counsel as described in BARON ENERGY Shares to be issued pursuant to Section 8(l) above;1.1 hereof, when issued, will be duly and validly issued, fully paid and non-assessable; and (6) such other instruments BARON ENERGY has the corporate power to execute the Agreement, deliver the Shares and documents as are required to be delivered pursuant to the provisions of perform under this Agreement;. (7vi) written resignation of all substitution of the officers and directors of Shiprock and Shiprock Sub;Managers as requested, at closing, by BARON ENERGY. (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaTMG, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The DA will deliver, or will cause to be delivered, to Shiprock GG the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska DA to the effect that to the best of their knowledge and belief all representations and warranties made by Duska regarding DA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub GG on said date; (2ii) a certificate certificates from the state jurisdictions of Duska’s incorporation of DA and each of its subsidiaries dated within five business days of at or about the Closing to the effect that Duska DA and each subsidiary is in good standing under the laws of said statejurisdiction or such other evidence reasonably acceptable to GG to such effect. (iii) corporate resolutions of DA's Board of Directors authorizing the transactions described in this Agreement; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubGG, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.; (b) Shiprock and Shiprock Sub The DA Stockholders will deliver or cause to be delivered to DuskaGG: (1i) The certificates representing their respective DA Shares as set forth on Exhibit "A" hereto; (ii) Investment Letters in the form attached hereto as Exhibit "B" executed by each of the DA Stockholders; (c) GG will deliver or cause to be delivered to the DA Stockholders: (i) stock certificates representing those securities of Shiprock GG to be issued as a part of in the Merger exchange as described in Section 2 Sections 2(c) hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyGG, to the effect that that, to the best of their knowledge and belief, all representations and warranties of Shiprock and Shiprock Sub GG made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the DA Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s GG's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matterstransactions described herein; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub GG dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxGG; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe DA Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: : (a) Duska will GFS shall deliver, or will shall cause to be delivered, to Shiprock Purchaser the following: : (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska GFS to the effect that all representations and warranties made by Duska GFS under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Purchaser on said date; ; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4ii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; ; (5iii) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska GFS authorizing this transaction; (iv) GFS' audited financials for the Merger; years ended December 31, 2015 and 2014; - 19 - (6iv) all GFS Shares owned by the GFS Stockholders together with such assignments, stock powers, agreements, tax stamps and other documents required to transfer the ownership of such shares to the Purchaser; and (v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Purchaser as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. . (b) Shiprock and Shiprock Sub Purchaser will deliver or cause to be delivered to Duska: GFS: (1i) stock certificates representing those securities the shares of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; Consideration Shares; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyPurchaser, to the effect that all representations and warranties of Shiprock and Shiprock Sub Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska GFS on said date; ; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Purchaser's board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger transaction contemplated hereunder and all related matters; matters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Purchaser dated within five business days of at or about the Closing Date that each of said corporations Purchaser is in good standing under the laws of said state; ; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; ; and (7vi) written resignation of all resignations of the officers and directors of Shiprock Purchaser. ARTICLE X - TERMINATION This Agreement may be terminated at any time prior to the Closing: (a) by the mutual consent of Purchaser and Shiprock Sub; GFS; or (8) Escrow b) by either Purchaser or GFS if the other parties shall have substantially and materially breached their agreements hereunder; provided, however, that GFS may not terminate this Agreement for a breach by any GFS stockholder. Furthermore, this Agreement shall not be terminated (nor shall any other action be taken) for any breach hereunder, unless the Party seeking termination shall have provided to all other parties written notice describing the breach with sufficient specificity to permit cure thereof and the other parties shall have a reasonable opportunity (of not less than 30 days) to cure such breach. In the event of such cure, the cured breach shall be deemed a nullity and no action of any nature arising out of such nullified breach, against the breaching Party shall be permitted. In the event of any termination pursuant to this Article X (other than pursuant to clause (a) above), written notice setting forth the reasons therefor shall forthwith be given by the terminating Party to the other parties hereto. Such termination shall not prejudice any Party's right to seek remedies for another Party's breach of this Agreement. All provisions of this Agreement regarding confidentiality and non-disclosure shall survive the termination of this Agreement. ARTICLE XI - GENERAL 11.1 Expenses Each Party shall be responsible for and bear all of their own costs and expenses (including any broker's or finder's fees) incurred at any time in connection with pursuing or consummating the Transaction. - 20 - 11.2 Amendment Purchaser, signed GFS and GFS Stockholders who collectively hold at least 75% of stock held by Xxxxx and Xxxxxx X. Xxxx and Associatesthe GFS Stockholders may amend, Ltd.; (9) Certified copy modify or supplement this Agreement at any time, but only in writing duly executed on behalf of each of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent Parties to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).be bound thereby. 11.3

Documents at Closing. At the Closingclosing, the following documents transactions shall be deliveredoccur, all of such transactions deemed to occur simultaneously: (a) Duska Stockholders will deliver, or will cause to be delivered, to Shiprock Acquiror the following: (1i) stock certificates for the stock of Acquiree being tendered hereunder, duly endorsed in blank: (ii) all corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and By-laws, as amended to the Closing), stock books, stock transfer books, corporate seals, and other corporate books and records as may reasonably be requested for review by Acquiror and its counsel; (iii) a certificate executed by the Chief Executive Officer or President of Duska principal Stockholders to the effect that all representations and warranties made by Duska Stockholders under this Agreement agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (2iv) a certificate from the state Secretary of Duska’s State of its incorporation dated within five business days of at or about the Closing Date, to the effect that Duska Acquiree is in good standing under the laws of said stateState; (3v) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)investment letter from Stockholders; (4vi) legal opinion of Acquiree's counsel; (vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Acquiror will deliver or cause to be delivered to DuskaStockholders: (1i) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereofAcquiror shares on Exhibit A; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectively, Acquiror to the effect that all representations and warranties of Shiprock and Shiprock Sub Acquiror made under this Agreement are true and correct as of reaffirmed on the ClosingClosing Date, the same as though originally given to Duska Stockholder on said date; (3iii) the opinion of Acquiror's counsel set forth herein; (iv) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Acquiror's Board of Directors and Shiprock Sub’s stockholder Stockholders authorizing the Merger and all related mattersthis transaction; (4v) certificates a certificate from the jurisdiction Secretary of State of Acquiror's state of incorporation of Shiprock and Shiprock Sub dated within five business days of at or about the Closing Date Date, that each of said corporations Acquiror is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;. (7c) written resignation of all Acquiree will deliver or cause to be delivered to Acquiror a certificate of the officers President and directors Secretary of Shiprock Acquiree to the effect that all representations and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy warranties of Acquiree made under this agreement are reaffirmed on the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other itemsClosing Date, the delivery of which is a condition precedent same as though originally given to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Acquiror on said date.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SKYSITE will deliver, or will cause to be delivered, to Shiprock VISCORP the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SKYSITE to the effect that all representations and warranties made by Duska SKYSITE under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VISCORP on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of at or about the Closing to the effect that Duska SKYSITE is in good standing under the laws of said stateState; (3iii) Investment Letters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SKYSITE Shareholder; (4iv) General Releases of all its Shareholders; (v) Stock certificates representing those shares of SKYSITE Shares to be exchanged for VISCORP Shares will be delivered; and (vi) Stock option agreement to certain SKYSITE Shareholders listed on Exhibit A for a maximum of 500,000 shares of VISCORP Common Stock at 40CENTS per share for a 3 year period from the Closing Date. (vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SKYSITE'S Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SKYSITE as described herein including but not limited to such items set forth in Section 4 hereof; (6viii) all other itemsresignation of its officers and directors, the delivery of which is a condition precedent to the obligations of Shiprock except for Xxxxxx and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.Xxxxxx; (b) Shiprock and Shiprock Sub VISCORP will deliver or cause to be delivered to DuskaSKYSITE and the SKYSITE Shareholders: (1i) stock certificates representing those securities shares of Shiprock VISCORP Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VISCORP executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVISCORP, to the effect that all representations and warranties of Shiprock and Shiprock Sub VISCORP made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SKYSITE on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VISCORP's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VISCORP is in good standing under the laws of said stateState; (5v) opinion of Shiprock’s VISCORP'S counsel as described in Section 8(l4.1 (h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVISCORP, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska The Target Stockholders will deliver, or will cause to be delivered, delivered to Shiprock Acquiror the following: (1i) a Stock certificates representing the Target Shares being issued to the Acquiror hereunder, duly endorsed for transfer. (ii) A certificate executed by of the Chief Executive Officer or President of Duska each Target Stockholder to the effect that all representations and warranties made by Duska each Target Stockholder under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (2iii) a A certificate from the state of Duska’s incorporation dated within five business days jurisdiction (or local legal counsel opinion if such certificates are not available) of the place of incorporation of each Target and Asset Entity dated on or about the Closing Date to the effect that Duska each Target and Asset Entity is in good standing under the laws of said statejurisdiction; (3iv) A duly executed Investment Letters in the form attached hereto as Exhibit “D” executed by Letter from each of the Duska stockholders referred to in Section 9(c)Target Stockholder; (4v) such Such other instruments, documents and certificates, if any, as are reasonably required by the Acquiror and the Principals, including the legal opinion set forth in Section 9(d) hereof, to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock The Acquiror and Shiprock Sub the Principals will deliver or cause to be delivered to Duskadelivered: (1i) stock Stock certificates in the names of the Target Stockholders representing those securities of Shiprock the 10,000,000 Acquiror Shares to be issued by the Acquiror to the Target Stockholders in full consideration for the Target Shares as a part of the Merger as described set forth in Section 2 hereof;. (2ii) a A certificate of each officer and director of the President of Shiprock Acquiror and Shiprock Sub, respectively, Gold Hill to the effect that all representations and warranties of Shiprock the Acquiror and Shiprock Sub Gold Hill made under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the ClosingClosing Date, the same as though originally made and given to Duska the Target Stockholders on said date; (3iii) certified Certified copies of resolutions adopted by Shiprock’s the Acquiror's and Shiprock Sub’s Gold Hill's Board of Directors Director and Shiprock Sub’s stockholder stockholders authorizing all of the Merger and all related matterstransactions described herein including those set forth in Section 8(d) of this Agreement; (4iv) certificates A long form, good standing certificate from the jurisdiction Secretary of incorporation State of Shiprock and Shiprock Sub the State of Delaware dated within five business days of on or about the Closing Date that each Acquiror (and Gold Hill from its State of said corporations Incorporation), is in good standing under the laws of said stateState; (5v) opinion Copies of Shiprock’s counsel the duly executed, certified By-Laws, the Amendment, the Articles of Incorporation of the Acquiror as described in Section 8(l) abovewell as all amendments thereto; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions The legal opinion of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, Acquiror's counsel as set forth in Section 8 hereof; (vii) All corporate, including tax and other books and records of Acquiror, including, but not limited to, all Board of Director and Stockholder minutes and resolutions and other interested corporate documents of the asset transfer and assumption agreements contemplated by Section 7(f).Acquiror;

Documents at Closing. At the Closing, the following documents ----------------------- shall be delivered: (a) Duska Photo will deliver, or will cause to be delivered, to Shiprock DGI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Photo to the effect that all representations and warranties made by Duska Photo under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub DGI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Photo dated within five business days of at or about the Closing to the effect that Duska Photo is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Photo Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Photo authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, DGI as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub DGI will deliver or cause to be delivered to DuskaPhoto: (1i) stock certificates representing those securities of Shiprock the DGI Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyDGI, to the effect that all representations and warranties of Shiprock and Shiprock Sub DGI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Photo on said date; (3iii) certified copies of resolutions adopted by Shiprock’s DGI's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder DGI's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub DGI dated within five business days of at or about the Closing Date that each of said corporations DGI is in good standing under the laws of said state; (5v) opinion of Shiprock’s DGI's counsel as described in Section 8(l11 (I) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubDGI; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxDGI; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaPhoto, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska Seaglass will deliver, or will cause to be delivered, to Shiprock Calypso the following:; (1i) a certificate executed by the Chief Executive Officer or President Presidents of Duska Seaglass to the effect that all representations and warranties made by Duska Seaglass under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock Calypso or Shiprock Merger Sub on said datedate and that Seaglass has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Seaglass on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of Duska’s Seaglass’ incorporation dated within five business days of the Closing to the effect that Duska each respective corporation is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) an executed copy of the Certificate Articles of Merger related to the Merger contemplated by this Agreement for filing in Delaware; and Nevada; (v) certified copies of resolutions adopted by Seaglass’ Board of Directors approving the stockholders Merger Agreement and directors of Duska authorizing other Transaction Documents related to the Merger; (6vi) All requisite and necessary documents evidencing the ownership of the Claims; and (vii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Calypso and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof9 above. (b) Shiprock Calypso and Shiprock Merger Sub will deliver or cause to be delivered to Duska:Seaglass; (1i) stock certificates representing those securities of Shiprock Calypso to be issued to Seaglass Stockholders as a part of the Merger as described in Section 2 2(c) hereof; (2ii) a certificate of the President Presidents of Shiprock Calypso and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Calypso and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; and that each of Calypso and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by ShiprockCalypso’s and Shiprock Merger Sub’s Board Boards of Directors and Shiprock Merger Sub’s sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Calypso and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion an executed copy of Shiprock’s counsel as described the Articles of Merger for filing in Section 8(l) aboveNevada; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duska, Seaglass as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).. --

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Jardine's will deliver, or will cause to be delivered, to Shiprock Seair the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Jardine's to the effect that to the best of their knowledge and belief all representations and warranties made by Duska regarding Jardine's under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Seair on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Jardine's dated within five business days of at or about the Closing to the effect that Duska Jardine's is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters corporate resolutions of Jardine's Board of Directors authorizing the transactions described in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)this Agreement; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubSeair, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.; (b) Shiprock and Shiprock Sub The Jardine's Stockholders will deliver or cause to be delivered to DuskaSeair: (1i) The certificates representing their respective Jardine's Shares as set forth on Exhibit "A" hereto; (ii) Investment Letters in the form attached hereto as Exhibit "B" executed by each of the Jardine's Stockholders; (c) Seair will deliver or cause to be delivered to the Jardine's Stockholders: (i) stock certificates representing those securities of Shiprock Seair to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelySeair, to the effect that that, to the best of their knowledge and belief, all representations and warranties of Shiprock and Shiprock Sub Seair made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Jardine's Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Seair's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger transactions described herein and all related mattersmatters and such consents of Seair's stockholders as are required to consummate the transactions described herein; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub Seair dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5v) opinion of Shiprock’s Seair's counsel as described in Section 8(l11.(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxSeair; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Jardine's Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska ECI will deliver, or will cause to be delivered, to Shiprock BCCI the following: (1i) a A certificate executed by the Chief Executive Officer or President and Secretary of Duska ECI to the effect that all representations and warranties made by Duska ECI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub BCCI on said date; (2ii) a A certificate from the state jurisdiction of Duska’s incorporation of ECI dated within five business days of at or about the Closing to the effect that Duska ECI is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “"C", and consents in the form attached hereto as Exhibit "D” ", executed by each consenting ECI Stockholder (the failure to deliver all such documents shall not delay the Closing, but delivery of the Duska stockholders referred BCCI Shares to in Section 9(cany consenting ECI Stockholder shall be against the delivery of such documents); (4iv) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies Copies of resolutions adopted by the stockholders and board of directors of Duska ECI authorizing the Merger;these transactions; and (6vi) all All other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, BCCI as set forth herein, herein including the asset transfer and assumption agreements contemplated by funds set forth in Section 7(f); and (7) the legal opinion required by Section 9(e) 4 hereof... (b) Shiprock and Shiprock Sub BCCI will deliver or cause to be delivered to DuskaECI: (1i) stock certificates representing those securities of Shiprock the BCCI Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyBCCI, to the effect that all representations and warranties of Shiprock and Shiprock Sub BCCI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska ECI on said date; (3iii) certified copies Copies of resolutions adopted by Shiprock’s BCCI's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder BCCI's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub BCCI dated within five business days of at or about the Closing Date that each of said corporations BCCI is in good standing under the laws of said state; (5v) opinion Evidence of Shiprock’s counsel as described in Section 8(l) above;the redemption and cancellation of 4,260,690 shares from the Principal Stockholders of BCCI. (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubBCCI; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxBCCI; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaECI, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)herein.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The WSC Stockholders will deliver, or will cause to be delivered, to Shiprock Vicuna the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska WSC to the effect that to the best of its knowledge and belief all representations and warranties made by Duska regarding WSC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Vicuna on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of WSC dated within five business days of at or about the Closing to the effect that Duska WSC is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters Letter in the form attached hereto as Exhibit “D” "B" executed by each of the Duska stockholders referred to in Section 9(c)WSC Stockholders; (4iv) corporate resolutions of WSC authorizing the transactions described in this Agreement; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubVicuna, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub Vicuna will deliver or cause to be delivered to Duskathe WSC Stockholders: (1i) stock certificates representing those securities of Shiprock Vicuna to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyVicuna, to the effect that all representations and warranties of Shiprock and Shiprock Sub Vicuna made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the WSC Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Vicuna's Board of Directors and Shiprock Sub’s stockholder Vicuna's stockholders authorizing the Merger transactions described herein and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub Vicuna dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5v) opinion of Shiprock’s Vicuna's counsel as described in Section 8(l11.(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxVicuna; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe WSC Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Bio-Path will deliver, or will cause to be delivered, to Shiprock Oxxxx Golf the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Bio-Path to the effect that all representations and warranties made by Duska Bio-Path under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Oxxxx Golf or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Utah dated within five business days of the Closing to the effect that Duska Bio-Path is in good standing under the laws of said stateUtah; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate Articles of Merger for filing in Delaware; and Utah; (v) certified copies of resolutions adopted by the stockholders and directors of Duska Bio-Path authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Oxxxx Golf and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock Oxxxx Golf and Shiprock Merger Sub will deliver or cause to be delivered to DuskaBio-Path: (1i) stock certificates representing those securities of Shiprock Oxxxx Golf to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Oxxxx Golf and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Oxxxx Golf and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Bio-Path on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Oxxxx Golf authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Oxxxx Golf and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion executed copy of Shiprock’s counsel as described the Articles of Merger for filing in Section 8(l) aboveUtah; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock Oxxxx Golf and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx Merger Sub and Xxxxxx X. Xxxx the written appointment of Bio-Path’s nominees as directors and Associates, Ltd.; (9) Certified copy officers of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxOxxxx Golf; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaBio-Path, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Keiretsu Stockholders will deliver, or will cause to be delivered, to Shiprock Instra the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Keiretsu to the effect that to the best of its knowledge and belief all representations and warranties made by Duska regarding Keiretsu under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Instra on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Keiretsu dated within five business days of at or about the Closing to the effect that Duska Keiretsu is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters Letter in the form attached hereto as Exhibit “D” "B" executed by each of the Duska stockholders referred to in Section 9(c)Keiretsu Stockholders; (4iv) corporate resolutions of Keiretsu authorizing the transactions described in this Agreement; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubInstra, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub Instra will deliver or cause to be delivered to Duskathe Keiretsu Stockholders: (1i) stock certificates representing those securities of Shiprock Instra to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyInstra, to the effect that all representations and warranties of Shiprock and Shiprock Sub Instra made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Keiretsu Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Instra's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Instra's stockholders authorizing the Merger transactions described herein and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub Instra dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5v) opinion of Shiprock’s Instra's counsel as described in Section 8(l11.(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxInstra; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Keiretsu Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska SMI will deliver, or will cause to be delivered, to Shiprock Patco the following: (1) a certificate executed by the Chief Executive Officer or President of Duska SMI to the effect that all representations and warranties made by Duska SMI under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock Patco or Shiprock Patco Sub on said date; (2) a certificate from the state of DuskaSMI’s incorporation dated within five business days of the Closing to the effect that Duska SMI is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska SMI stockholders referred to in Section 9(c)) hereof; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate Articles of Merger for filing in DelawareNevada; and certified copies of resolutions adopted by the stockholders and directors of Duska SMI authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Patco and Shiprock Patco Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f)9 hereof; and and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock Patco and Shiprock Patco Sub will deliver or cause to be delivered to DuskaSMI: (1) stock certificates representing those securities of Shiprock Patco to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Patco and Shiprock Patco Sub, respectively, to the effect that all representations and warranties of Shiprock Patco and Shiprock Patco Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SMI on said date; (3) certified copies of resolutions adopted by ShiprockPatco’s and Shiprock Patco Sub’s Board of Directors and Shiprock Sub’s stockholder stockholders authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Patco and Shiprock Patco Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of ShiprockPatco’s counsel as described in Section 8(l) abovehereof; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock Patco and Shiprock Patco Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (109) Indemnification Waiver letter signed by XxxxxPatridge; and (1110) all other items, the delivery of which is a condition precedent to the obligations of DuskaSMI, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and ; (v) certified copies of resolutions adopted by the stockholders and directors of Duska the Company authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7vii) the legal opinion required by Section 9(e9(l) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1i) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Delaware; (vi) opinion of Shiprock’s Parent's counsel as described in Section 8(l9(l) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx Merger Sub and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy the written appointment of the filed Amended Company's nominees as directors and Restated Articles officers of Incorporation; (10) Indemnification Waiver letter signed by XxxxxParent; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Xxxxxx will deliver, or will cause to be delivered, to Shiprock VIGS the following: (1) a certificate executed by the Chief Executive Officer or President of Duska Xxxxxx to the effect that all representations and warranties made by Duska Xxxxxx under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock VIGS or Shiprock VGS Sub on said date; (2) a certificate from the state of Duska’s Xxxxxx’ incorporation dated within five business days of the Closing to the effect that Duska Xxxxxx is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska Xxxxxx authorizing the Merger;; and (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock VIGS and Shiprock VGS Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock VIGS and Shiprock VGS Sub will deliver or cause to be delivered to DuskaXxxxxx: (1) stock certificates representing those securities of Shiprock VIGS to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock VIGS and Shiprock VGS Sub, respectively, to the effect that all representations and warranties of Shiprock VIGS and Shiprock VGS Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Xxxxxx on said date; (3) certified copies of resolutions adopted by Shiprock’s VIGS’ and Shiprock VGS Sub’s Board of Directors and Shiprock VGS Sub’s stockholder authorizing the Merger and VIGS Amended Articles and all related matters; (4) a certificate from the Nevada Secretary of State dated within five business days of the Closing Date that the VIGS Amended Articles have been accepted for filing; (5) certificates from the jurisdiction of incorporation of Shiprock VIGS and Shiprock VGS Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock VIGS and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy VGS Sub as of the filed Amended Closing and Restated Articles written appointment of Incorporation; (10) Indemnification Waiver letter signed by Xxxxxthe Xxxxxx nominees as directors and officers; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of DuskaXxxxxx, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska IMC will deliver, or will cause to be delivered, to Shiprock HHI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska IMC to the effect that to the best of their knowledge and belief all representations and warranties made by Duska regarding IMC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub HHI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of IMC dated within five business days of at or about the Closing to the effect that Duska IMC is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters corporate resolutions of IMC’s Board of Directors authorizing the transactions described in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)this Agreement; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubHHI, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.; (b) Shiprock and Shiprock Sub The IMC Stockholders will deliver or cause to be delivered to DuskaHHI: (1i) The certificates representing their respective IMC Shares as set forth on Exhibit “A” hereto; (ii) Investment Letters in the form attached hereto as Exhibit “B” executed by each of the IMC Stockholders; (c) HHI will deliver or cause to be delivered to the IMC Stockholders: (i) stock certificates representing those securities of Shiprock HHI to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyHHI, to the effect that that, to the best of their knowledge and belief, all representations and warranties of Shiprock and Shiprock Sub HHI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the IMC Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock SubHHI’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger transactions described herein and all related mattersmatters and such consents of HHI’s stockholders as are required to consummate the transactions described herein; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub HHI dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5v) opinion of ShiprockHHI’s counsel as described in Section 8(l11.(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxHHI; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe IMC Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska iPayMobil will deliver, or will cause to be delivered, to Shiprock Aurios the following: (1) a certificate executed by the Chief Executive Officer or President of Duska iPayMobil to the effect that all representations and warranties made by Duska iPayMobil under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock Aurios or Shiprock ZipRemit Sub on said date; (2) a certificate from the state of DuskaiPayMobil’s incorporation dated within five business days of the Closing to the effect that Duska iPayMobil is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) an executed copy of the Certificate Certificates of Merger for filing in Delaware; both Arizona and Nevada; (5) a certified copies copy of resolutions adopted by the stockholders and directors of Duska iPayMobil authorizing the Merger;; and (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Aurios and Shiprock ZipRemit Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock Aurios and Shiprock ZipRemit Sub will deliver or cause to be delivered to DuskaiPayMobil: (1) stock certificates representing those securities of Shiprock Aurios to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Aurios and Shiprock ZipRemit Sub, respectively, to the effect that all representations and warranties of Shiprock Aurios and Shiprock ZipRemit Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska iPayMobil on said date; (3) a certified copies copy of resolutions adopted by Shiprock’s Aurios’ and Shiprock ZipRemit Sub’s Board board of Directors directors and Shiprock ZipRemit Sub’s sole stockholder authorizing the Merger and Aurios’ Amended Articles and all related matters; (4) a certificate from the Arizona Secretary of State dated within five business days of the Closing Date that the Aurios Amended Articles have been accepted for filing; (5) certificates from the jurisdiction jurisdictions of incorporation of Shiprock Aurios and Shiprock ZipRemit Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) the written resignation of all of the officers and directors of Shiprock Aurios and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy ZipRemit Sub as of the filed Amended Closing and Restated Articles written appointment of Incorporation; (10) Indemnification Waiver letter signed by Xxxxxthe iPayMobil nominees as directors and officers; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of DuskaiPayMobil, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska PRINT DATA will deliver, or will cause to be delivered, to Shiprock CCC the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska PRINT DATA to the effect that all representations and warranties made by Duska PRINT DATA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub CCC on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of at or about the Closing to the effect that Duska PRINT DATA is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto PRINT DATA and its Shareholders shall deliver an opinion of its legal counsel, limited as Exhibit “D” executed by each to any portion of the Duska stockholders referred opinion as to an aspect of the agreement governed by the application of Delaware law, to CCC to the effect that: (a) PRINT DATA is a corporation validly existing and in Section 9(c)good standing under the laws of the State of Delaware and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (4b) such other instrumentsPRINT DATA has the corporate power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, documents executed and certificates, if any, as are required delivered by PRINT DATA. (v) Certificates representing those shares of PRINT DATA to be delivered pursuant exchanged for CCC Shares will be delivered, along with duly executed powers transferring such certificates to the provisions of this Agreement;CCC. (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubCCC, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub CCC will deliver or cause to be delivered to DuskaPRINT DATA and the PRINT DATA Shareholders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from CCC executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyCCC, to the effect that all representations and warranties of Shiprock and Shiprock Sub CCC made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska PRINT DATA on said date; (3ii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s CCC Board of Directors authorizing this transaction; and Shiprock Sub’s stockholder authorizing the Merger and all related mattersan opinion of CCC counsel as described in Section 4 above; (4iii) certificates from the jurisdiction Delaware Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations CCC is in good standing under the laws of said stateState; (iv) an opinion of counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Delaware law, dated as of the Closing to the effect that: (1) CCC is a corporation validly existing and in good standing under the laws of the State of Delaware; (2) This Agreement has been duly authorized executed and delivered by CCC and is a valid and binding obligation of CCC enforceable in accordance with its terms; (3) CCC, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to PRINT DATA and the PRINT DATA Shareholders hereunder are valid and binding in accordance with their terms; (5) opinion The shares of Shiprock’s counsel as described in CCC Shares to be issued pursuant to Section 8(l) above;1.1 hereof, when issued, will be duly and validly issued, fully paid and non-assessable; and (6) such other instruments CCC has the corporate power to execute the Agreement, deliver the Shares and documents as are required to be delivered pursuant to the provisions of perform under this Agreement. (vi) resignation of all officers and all but one of the directors; (7vii) written consent of Xxxxxx Xxxx, sole remaining director, designating Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxx to fill the vacancies created by the resignation of all of the officers and former directors of Shiprock CCC, and Shiprock Sub;simultaineous resignation of Xxxx as a director. (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaPRINT DATA, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska will deliverAt Closing, Seller shall deliver or will cause to be delivered, delivered to Shiprock Purchaser the following: (1) a certificate duly executed by and acknowledged Bargain and Sale Deed with covenant against xxxxxxx’s acts in the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said dateproper form for recordation; (2) a certificate from duly executed Lease in substantially the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;same form as attached as (3) Investment Letters duly executed and acknowledged Memorandum of Lease (“Memorandum of Lease”) in the proper form attached hereto as Exhibit “D” for recordation, along with a Discharge of Memorandum of Lease, in recordable form and fully executed by each the Seller, to be held in escrow by Purchaser’s attorney pending expiration or early termination of the Duska stockholders referred to Lease in Section 9(c);accordance with it terms. (4) such duly executed and acknowledged standard affidavit of title and other instruments, documents and certificates, if any, as are certificates required to be delivered pursuant to the provisions of this Agreementunder Article 9(a)(2); (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the MergerFIRPTA affidavit required under Article 9(a)(3) with respect to Seller not being a foreign person; (6) possession of the Property, free and clear of all other items, the delivery rights of which is a condition precedent others but subject to the obligations rights and interests of Shiprock Seller pursuant to the Lease; (7) such other and Shiprock Subfurther documents as may be reasonably required by the terms of this Agreement or may be reasonably necessary or incidental to consummating the transaction contemplated hereby; (8) payment of Seller’s share of all closing costs, other adjustments and credits as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f)in Article 11 below; and and (79) the legal opinion required by Section 9(e) hereofHUD-1. (b) Shiprock and Shiprock Sub will At Closing, Purchaser shall deliver or cause to be delivered to DuskaSeller the following: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereofduly executed Xxxxx; (2) a certificate duly executed and acknowledged Memorandum of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said dateLease; (3) certified copies payment of resolutions adopted by Shiprockthe Purchase Price and Purchaser’s share of all Closing Costs, other adjustments and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters;credits as set forth in Article 11 below; and (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)HUD-1.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SONOMA will deliver, or will cause to be delivered, to Shiprock VMTI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SONOMA to the effect that all representations and warranties made by Duska SONOMA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VMTI on said date; (2ii) a certificate from the state State of Duska’s incorporation Illinois dated within five business days of at or about the Closing to the effect that Duska SONOMA is in good standing under the laws of said stateState; (3iii) Investment Letters enters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SONOMA Shareholder; (4iv) Stock certificates representing those shares of SONOMA Shares to be exchanged for VMTI; (v) an undertaking to certain members of the restructuring group of a "put" option for a total of 100,000 shares of Common Stock of VMTI, at price of .50 cents per share (subject to anti-dilution) to the post-merger entity one year after the Closing. (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SONOMA's Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SONOMA as described herein; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub VMTI will deliver or cause to be delivered to DuskaSONOMA and the SONOMA Shareholders: (1i) stock certificates representing those securities shares of Shiprock VMTI Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VMTI executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVMTI, to the effect that all representations and warranties of Shiprock and Shiprock Sub VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SONOMA on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VMTI's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Illinois Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VMTI is in good standing under the laws of said stateState; (5v) opinion option of Shiprock’s VMTI's counsel as described in Section 8(l4.1 (h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation resignations of all of the existing officers and directors of Shiprock and Shiprock SubVMTI, as set forth in the Agreement; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVMTI, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AAMPRO will deliver, or will cause to be delivered, to Shiprock Trident the ---------------------------------------------------------------------- following:: ------ (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska AAMPRO to the effect that all representations and warranties made by Duska AAMPRO under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Trident on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of AAMPRO dated within five business days of at or about the Closing to the effect that Duska AAMPRO is in good standing under the laws of said statejurisdiction; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska AAMPRO authorizing the Merger;this transaction; and (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, AAMPRO as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Trident will deliver or cause to be delivered to Duska:AAMPRO: ---------------------------------------------------------------- (1i) stock certificates representing those securities of Shiprock the Trident Shares to be issued as a part of the Merger as described in Section 2 hereofPurchase Price; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyTrident, to the effect that all representations and warranties of Shiprock and Shiprock Sub Trident made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska AAMPRO on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Trident's board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger transaction contemplated hereunder and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Trident dated within five business days of at or about the Closing Date that each of said corporations Trident is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the existing officers and directors of Shiprock Trident and Shiprock Sub; (8) Escrow Agreement, signed appointment of new officers and directors as directed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxAAMPRO; and (11vii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Trident.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Xxxxxx will deliver, or will cause to be delivered, to Shiprock HAUSA the following: (1) a certificate executed by the Chief Executive Officer or President of Duska Xxxxxx to the effect that all representations and warranties made by Duska Xxxxxx under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock HAUSA or Shiprock HAUSA Sub on said date; (2) a certificate from the state of Duska’s Xxxxxx’x incorporation dated within five business days of the Closing to the effect that Duska Xxxxxx is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “DC” executed by each of the Duska stockholders referred to in Section 9(c)Xxxxxx Common Stockholder; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and ; (6) executed copy of the Articles of Merger for filing in Nevada; (7) certified copies of resolutions adopted by the stockholders and directors of Duska Xxxxxx authorizing the Merger; (6) 8) all other items, the delivery of which is a condition precedent to the obligations of Shiprock HAUSA and Shiprock HAUSA Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (79) the legal opinion required by Section 9(e) hereof. (b) Shiprock HAUSA and Shiprock HAUSA Sub will deliver or cause to be delivered to DuskaXxxxxx: (1) stock certificates representing those securities of Shiprock HAUSA to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock HAUSA and Shiprock HAUSA Sub, respectively, to the effect that all representations and warranties of Shiprock HAUSA and Shiprock HAUSA Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Xxxxxx on said date; (3) certified copies of resolutions adopted by ShiprockHAUSA’s and Shiprock HAUSA Sub’s Board of Directors and Shiprock HAUSA Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock HAUSA and Shiprock HAUSA Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in Nevada; (6) opinion of ShiprockHAUSA’s counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock HAUSA and Shiprock HAUSA Sub; (8) 9) Escrow Agreement, signed by Xxxxx the Founders and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxHAUSA; and (1110) all other items, the delivery of which is a condition precedent to the obligations of DuskaArbios, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Boomj will deliver, or will cause to be delivered, to Shiprock CoConnect the following: (1) a certificate executed by the Chief Executive Officer or President of Duska Boomj to the effect that all representations and warranties made by Duska Boomj under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock CoConnect or Shiprock CoConnect Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (53) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of Duska Boomj authorizing the Merger; (65) all other items, the delivery of which is a condition precedent to the obligations of Shiprock CoConnect and Shiprock CoConnect Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (76) the legal opinion required by Section 9(e9(c) hereof. (b) Shiprock CoConnect and Shiprock CoConnect Sub will deliver or cause to be delivered to DuskaBoomj: (1) stock certificates representing those securities of Shiprock CoConnect to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President Board of Shiprock Directors of CoConnect and Shiprock CoConnect Sub, respectively, to the effect that all representations and warranties of Shiprock CoConnect and Shiprock CoConnect Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Boomj on said date; (3) certified copies of resolutions adopted by ShiprockCoConnect’s and Shiprock CoConnect Sub’s Board of Directors and Shiprock CoConnect Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock CoConnect and Shiprock CoConnect Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in Nevada; (6) opinion of ShiprockCoConnect’s counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock CoConnect and Shiprock CoConnect Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) And all other items, the delivery of which is a condition precedent to the obligations of DuskaBoomj, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska The Target Stockholders will deliver, or will cause to be delivered, delivered to Shiprock Acquiror the following: (1i) a Stock certificates representing the Target Shares being issued to the Acquiror hereunder, duly endorsed for transfer. (ii) A certificate executed by of the Chief Executive Officer or President of Duska each Target Stockholder to the effect that all representations and warranties made by Duska each Target Stockholder under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (2iii) a A certificate from the state of Duska’s incorporation dated within five business days jurisdiction (or local legal counsel opinion if such certificates are not available) of the place of incorporation of each Target and Asset Entity dated on or about the Closing Date to the effect that Duska each Target and Asset Entity is in good standing under the laws of said statejurisdiction; (3iv) A duly executed Investment Letters in the form attached hereto as Exhibit “D” executed by Letter from each of the Duska stockholders referred to in Section 9(c)Target Stockholder; (4v) such Such other instruments, documents and certificates, if any, as are reasonably required by the Acquiror and the Principals, including the legal opinion set forth in Section 9(d) hereof, to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock The Acquiror and Shiprock Sub the Principals will deliver or cause to be delivered to Duskadelivered: (1i) stock Stock certificates in the names of the Target Stockholders representing those securities of Shiprock the 10,000,000 Acquiror Shares to be issued by the Acquiror to the Target Stockholders in full consideration for the Target Shares as a part of the Merger as described set forth in Section 2 hereof;. (2ii) a A certificate of each officer and director of the President of Shiprock Acquiror and Shiprock Sub, respectively, Gold Hill to the effect that all representations and warranties of Shiprock the Acquiror and Shiprock Sub Gold Hill made under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the ClosingClosing Date, the same as though originally made and given to Duska the Target Stockholders on said date; (3iii) certified Certified copies of resolutions adopted by Shiprock’s the Acquiror's and Shiprock Sub’s Gold Hill's Board of Directors Director and Shiprock Sub’s stockholder stockholders authorizing all of the Merger and all related matterstransactions described herein including those set forth in Section 8(d) of this Agreement; (4iv) certificates A long form, good standing certificate from the jurisdiction Secretary of incorporation State of Shiprock and Shiprock Sub the State of Delaware dated within five business days of on or about the Closing Date that each Acquiror (and Gold Hill from its State of said corporations Incorporation), is in good standing under the laws of said stateState; (5v) opinion Copies of Shiprock’s counsel the duly executed, certified By-Laws, the Amendment, the Articles of Incorporation of the Acquiror as described in Section 8(l) abovewell as all amendments thereto; (6vi) such The legal opinion of Acquiror's counsel as set forth in Section 8 hereof; (vii) All corporate, tax and other books and records of Acquiror, including, but not limited to, all Board of Director and Stockholder minutes and resolutions and other interested corporate documents of the Acquiror; (viii) A receipt of the Acquiror of all of the issued and outstanding capital stock of each of the Targets; and (ix) Resignations of all current officers and directors of the Acquiror after appointment of new directors and officers nominated by the Target Stockholders. (x) Such other instruments and documents as are required to be delivered (or requested by counsel to the Target Shareholders) pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska The Shareholder will deliver, or will cause to be delivered, to Shiprock WENTWORTH ENERGY the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Shareholder to the effect that all representations and warranties made by Duska the Shareholder under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub WENTWORTH ENERGY on said date; (2ii) a certificate from the state State of Duska’s incorporation Texas dated within five business days of at or about the Closing to the effect that Duska BARNICO is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto an opinion of his legal counsel, limited as Exhibit “D” executed by each to any portion of the Duska stockholders referred opinion as to an aspect of the agreement governed by the application of Texas law, to WENTWORTH ENERGY to the effect that: (a) BARNICO is a corporation validly existing and in Section 9(c)good standing under the laws of the State of Texas and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (4b) such other instrumentsBARNICO has the corporate power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, documents executed and certificates, if any, as are required delivered by the Shareholder. (iv) Certificates representing the BARNICO Shares to be delivered pursuant exchanged for WENTWORTH ENERGY Shares will be delivered, along with duly executed powers transferring such certificates to the provisions of this Agreement;WENTWORTH ENERGY. (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubWENTWORTH ENERGY, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub WENTWORTH ENERGY will deliver or cause to be delivered to Duskathe Shareholder: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from WENTWORTH ENERGY executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyWENTWORTH ENERGY, to the effect that all representations and warranties of Shiprock and Shiprock Sub WENTWORTH ENERGY made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Shareholder on said date; (3ii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s WENTWORTH ENERGY Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iii) certificates a certificate from the jurisdiction Oklahoma Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations WENTWORTH ENERGY is in good standing under the laws of said stateState; (5iv) an opinion of Shiprock’s counsel counsel, limited as described to any portion of the opinion that applies to an aspect governed by the application of Oklahoma law, dated as of the Closing to the effect that: (a) WENTWORTH ENERGY is a corporation validly existing and in Section 8(l) abovegood standing under the laws of the State of Oklahoma; (6b) such other instruments This Agreement has been duly authorized executed and documents as are required to be delivered pursuant to the provisions by WENTWORTH ENERGY and is a valid and binding obligation of WENTWORTH ENERGY enforceable in accordance with its terms; (c) WENTWORTH ENERGY, through its Board of Directors, has taken all corporate action necessary for performance under this Agreement; (7d) written resignation of all of The documents executed and delivered to BARNICO and the officers Shareholder hereunder are valid and directors of Shiprock and Shiprock Subbinding in accordance with their terms; (8) Escrow Agreemente) The WENTWORTH ENERGY Shares to be issued pursuant to Section 1.1 hereof, signed by Xxxxx when issued, will be duly and Xxxxxx X. Xxxx validly issued, fully paid and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxxnon-assessable; and (11f) WENTWORTH ENERGY has the corporate power to execute the Agreement, deliver the Shares and perform under this Agreement. (v) Certificates representing a total of 2,500,000 shares of its fully paid and non-assessable issued and outstanding common stock, in the aggregate, deliverable to the Shareholder and cashier’s checks of US$5,000,000 in the aggregate to the Shareholder. (vi) all other items, the delivery of which is a condition precedent to the obligations of DuskaBARNICO, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska WFL will deliver, or will cause to be delivered, to Shiprock URON the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska WFL to the effect that all representations and warranties made by Duska WFL under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock URON or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Wyoming dated within five ten business days of the Closing to the effect that Duska WFL is in good standing under the laws of said stateWyoming; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate Articles of Merger for filing in Delaware; and Wyoming; (v) certified copies of resolutions adopted by the stockholders and directors of Duska WFL authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock URON and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7vii) the legal opinion required by Section 9(e) 10 hereof. (b) Shiprock URON and Shiprock Merger Sub will deliver or cause to be delivered to DuskaWFL: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of the President of Shiprock URON and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock URON and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska WFL on said date; (3ii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s Board the board of Directors directors of Merger Sub and Shiprock Sub’s stockholder the board of directors of URON authorizing the WFL Merger and all related matters; (4iii) certificates from the jurisdiction of incorporation of Shiprock URON and Shiprock Merger Sub dated within five ten business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5iv) executed copy of the Articles of Merger for filing in Wyoming; (v) opinion of ShiprockURON’s counsel as described in Section 8(l) 9 above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock URON and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx Merger Sub and Xxxxxx X. Xxxx the written appointment of new directors and Associates, Ltd.; (9officers of URON as contemplated under Section 2(c) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxxhereof; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaWFL, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1) a certificate executed by the Chief Executive Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska the Company authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e9(c) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Certificate of Merger for filing in Delaware; (6) opinion of Shiprock’s Parent's counsel as described in Section 8(l8(k) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx Merger Sub and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy the written appointment of the filed Amended Company's nominees as directors and Restated Articles officers of Incorporation; (10) Indemnification Waiver letter signed by XxxxxParent; and (119) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At Between the Closingdate of this Agreement and the Delivery Date, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska will Real Estate Opportunities shall deliver, or will cause to be delivered, to Shiprock Monument Galleries the following: (1) stock certificates representing all shares of common stock of Real Estate Opportunities owned by all of the REO Shareholders, duly endorsed in blank, (2) all corporate records of Real Estate Opportunities, including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Delivery Date), stock books, stock transfer books, corporate seals, and such other corporate books and records as may by reasonably requested by Monument Galleries and its counsel; (3) a certificate executed by of the Chief Executive Officer or President of Duska Real Estate Opportunities to the effect that all representations and warranties of Real Estate Opportunities made by Duska under this Agreement are true and correct as of reaffirmed on the Closing Date and as of the Effective Delivery Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Monument Galleries will deliver or cause to be delivered to DuskaREO Shareholders and Real Estate Opportunities: (1) stock certificates representing those securities of Shiprock for Common Stock to be issued as a part of the Merger exchange as described in Section 2 hereoflisted on Exhibit "A" after the date of approval of this transaction by the REO Shareholders; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, Monument Galleries to the effect that all representations and warranties of Shiprock and Shiprock Sub Monument Galleries made under this Agreement are true reaffirmed on the Closing Date and correct as of the ClosingDelivery Date, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Monument Galleries's Board of Directors and Shiprock Sub’s stockholder Real Estate Opportunities authorizing the Merger and all related mattersthis transaction; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska THHG will deliver, or will cause to be delivered, to Shiprock Bronze the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska THHG to the effect that all representations and warranties made by Duska THHG under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Bronze on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of THHG dated within five business days of at or about the Closing to the effect that Duska THHG is in good standing under the laws of said statejurisdiction; (3iii) An Investment Letters Letter in the form attached hereto as Exhibit “"D” " executed by each of the Duska stockholders referred to in Section 9(c)THHG Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska THHG authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Bronze as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Bronze will deliver or cause to be delivered to DuskaTHHG: (1i) stock certificates representing those securities of Shiprock the Bronze Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyBronze, to the effect that all representations and warranties of Shiprock and Shiprock Sub Bronze made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska THHG on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Bronze's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Bronze's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Bronze dated within five business days of at or about the Closing Date that each of said corporations Bronze is in good standing under the laws of said state; (5v) opinion of Shiprock’s Bronze's counsel as described in Section 8(l11(k) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this AgreementAgreement including evidence of filing an amendment to its Articles of Incorporation changing its name to such name and as selected by THHG and evidence of filing a Certificate of Designation regarding the Preferred Stock in substantially the form attached hereto as Exhibit "D". (vii) resignation of the existing officer and director of Bronze; (7viii) written resignation all corporate and financial records of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxBronze; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaTHHG, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Parking Pro will deliver, or will cause to be delivered, to Shiprock Explorations the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Parking Pro to the effect that all representations and warranties made by Duska Parking Pro under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Explorations on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Parking Pro dated within five business days of at or about the Closing to the effect that Duska Parking Pro is in good standing under the laws of said statejurisdiction; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska Parking Pro authorizing the Mergerthis transaction; (6v) an agreement from Pop Starz, Inc, pursuant to which Pop Starz will reimburse Explorations for all costs and expenses associated with the spin-off of Pop Starz; (vi) Parking Pro's certified audit for the periods ended December 31, 2003 and March 31, 2004; (vii) All material executive officers and directors for ParkingPro will have entered into Employment Agreements with ParkingPro, on terms reasonably satisfactory to Explorations; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Parking Pro as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Explorations will deliver or cause to be delivered to DuskaParking Pro: (1i) stock certificates representing those securities of Shiprock the Consideration Shares to be issued as a part of the Merger as described in Section 2 hereofPurchase Price; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyExplorations, to the effect that all representations and warranties of Shiprock and Shiprock Sub Explorations made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Parking Pro on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Explorations' board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger transaction contemplated hereunder and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Explorations dated within five business days of at or about the Closing Date that each of said corporations Explorations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all the Michelle Tucker as an officer and director of the officers Explorations and appoixxxxxx xx xxx xfficers and directors of Shiprock and Shiprock Subas directed by Parking Pro; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Explorations.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska Media Depot will deliver, or will cause to be delivered, to Shiprock Calypso the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Media Depot to the effect that all representations and warranties made by Duska Media Depot under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock Calypso or Shiprock Merger Sub on said datedate and that Media Depot has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of DuskaMedia Depot’s incorporation dated within five business days of the Closing to the effect that Duska Media Depot is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this AgreementAgreement and the other Transaction Documents; (5iv) executed copy of the Certificate of Merger for filing in Nevada and Delaware; and ; (v) certified copies of resolutions adopted by Media Depot Stockholders and the stockholders and directors of Duska Media Depot approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (6vi) the opinion of Media Depot’s counsel as described in Section 9(j) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Calypso and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof9 above. (b) Shiprock Calypso and Shiprock Merger Sub will deliver or cause to be delivered to DuskaMedia Depot: (1i) stock certificates representing those securities of Shiprock Calypso to be issued to Media Depot Stockholders as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Calypso and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Calypso and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Media Depot on said date; and that each of Calypso and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by ShiprockCalypso’s and Shiprock Merger Sub’s Board of Directors and Shiprock Merger Sub’s sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; and certified copies of resolutions adopted by the stockholders of Calypso approving the matters described in Section 7(c) above; (4iv) certificates from the jurisdiction of incorporation of Shiprock Calypso and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Nevada and Delaware; (vi) opinion of ShiprockCalypso’s counsel as described in Section 8(l) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Calypso and Shiprock Merger Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaMedia Depot, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AMHN will deliver, or will cause to be delivered, to Shiprock Parent the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska AMHN to the effect that all representations and warranties made by Duska AMHN under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska AMHN is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and ; (v) certified copies of resolutions adopted by the stockholders and directors of Duska AMHN authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7vii) the legal opinion required by Section 9(e9(d) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to DuskaAMHN: (1i) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Delaware; (vi) opinion of ShiprockParent’s counsel as described in Section 8(l) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx Merger Sub and Xxxxxx X. Xxxx the written appointment of AMHN’s nominees as directors and Associates, Ltd.; (9) Certified copy officers of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxParent; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaAMHN, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska ITV will deliver, or will cause to be delivered, to Shiprock Radium the following: (1) a certificate executed by the Chief Executive Officer or President of Duska ITV to the effect that all representations and warranties made by Duska ITV under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock Radium or Shiprock Radium Sub on said date; (2) a certificate from the state of DuskaITV’s incorporation dated within five business days of the Closing to the effect that Duska ITV is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “DB” executed by each of the Duska stockholders referred to in Section 9(c)ITV Common Stockholder; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (6) certified copies of resolutions adopted by the stockholders and directors of Duska ITV authorizing the Merger; (67) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Radium and Shiprock Radium Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) 8) the legal opinion required by Section 9(e) hereof. (b) Shiprock Radium and Shiprock Radium Sub will deliver or cause to be delivered to DuskaITV: (1) stock certificates representing those securities of Shiprock Radium to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Radium and Shiprock Radium Sub, respectively, to the effect that all representations and warranties of Shiprock Radium and Shiprock Radium Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska ITV on said date; (3) certified copies of resolutions adopted by ShiprockRadium’s and Shiprock Radium Sub’s Board of Directors and Shiprock Radium Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Radium and Shiprock Radium Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in Nevada; (6) opinion of ShiprockRadium’s counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock Radium and Shiprock Radium Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy Stock Cancellation Agreement, signed by each of the filed Amended and Restated Articles of IncorporationFounders; (10) Indemnification Waiver letter signed by Xxxxxthe Founders; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaITV, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Spectrum will deliver, or will cause to be delivered, to Shiprock Parent the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Spectrum to the effect that all representations and warranties made by Duska Spectrum under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska Spectrum is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified ; (v) copies of resolutions adopted by the stockholders directors and directors Major Shareholder of Duska Spectrum authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to DuskaSpectrum: (1i) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion executed copy of Shiprock’s counsel as described the Certificate of Merger for filing in Section 8(l) aboveDelaware; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaSpectrum, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: : (a) Duska CTC will deliver, or will cause to be delivered, to Shiprock Bud the following: (1) a certificate executed by the Chief Executive Officer or President and Secretary of Duska CTC to the effect that all representations and warranties made by Duska CTC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Bud or Shiprock Bud Sub on said date; (2) a certificate from the state of Duska’s CTC's incorporation dated within five business days of the Closing to the effect that Duska CTC is in good standing under the laws of said state; ; (3) Investment Letters in the form attached hereto as Exhibit “"D” " executed by each CTC Common Stockholder, some of the Duska stockholders referred to in Section 9(c); which may be delivered after Closing; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; ; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska CTC authorizing the Merger; ; and (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Bud and Shiprock Bud Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7) the legal opinion required by Section 9(e9(d) hereof. (b) Shiprock Bud and Shiprock Bud Sub will deliver or cause to be delivered to DuskaCTC: (1) stock certificates representing those securities of Shiprock Bud to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President President/Secretary of Shiprock Bud and Shiprock Bud Sub, respectively, to the effect that all representations and warranties of Shiprock Bud and Shiprock Bud Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska CTC on said date; ; (3) certified copies of resolutions adopted by Shiprock’s Bud's and Shiprock Bud Sub’s 's Board of Directors and Shiprock Bud's and Bud Sub’s stockholder 's Stockholders authorizing the Merger and all related matters; ; (4) certificates from the jurisdiction of incorporation of Shiprock Bud and Shiprock Bud Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; ; (5) opinion of Shiprock’s Bud's counsel as described in Section 8(l) above; ; (6) Net proceeds from Bud Financing; (7) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; ; (7) written 8) resignation of all Xxxxxx as the sole officer and director of the officers Bud and directors of Shiprock and Shiprock Bud Sub; ; (8) Escrow 9) Lock-Up Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; Xxxxxx; (10) Indemnification Waiver letter a voting agreement signed by Xxxxx; and Bud and certain of the stockholders listed on Exhibit B. (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaCTC, as set forth in Section 8 hereof, including the asset transfer net proceeds of the Bud Financing. 13. Finder's Fees. Xxxxxx, Xxx and assumption agreements Xxx Sub, jointly and severally, represent and warrant to CTC, and CTC represents and warrants to each of Xxxxxx, Xxx and Bud Sub, that none of them, or any party acting on their behalf, has incurred any liabilities, either express or implied, to any "broker" of "finder" or similar person in connection with this Agreement or any of the transactions contemplated by Section 7(f)hereby.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Lpath will deliver, or will cause to be delivered, to Shiprock NCI the following: (1) a certificate executed by the Chief Executive Officer or President of Duska Lpath to the effect that all representations and warranties made by Duska Lpath under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock NCI or Shiprock NCI Sub on said date; (2) a certificate from the state of Duska’s Lpath’ incorporation dated within five business days of the Closing to the effect that Duska Lpath is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “DC” executed by each Lpath Common Stockholder who is the holder of 5% or more of the Duska stockholders referred to in Section 9(c)as converted issued and outstanding capital stock of Lpath; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska Lpath authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock NCI and Shiprock NCI Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock NCI and Shiprock NCI Sub will deliver or cause to be delivered to DuskaLpath: (1) stock certificates representing those securities of Shiprock NCI to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock NCI and Shiprock NCI Sub, respectively, to the effect that all representations and warranties of Shiprock NCI and Shiprock NCI Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Lpath on said date; (3) certified copies of resolutions adopted by ShiprockNCI’s and Shiprock NCI Sub’s Board of Directors and Shiprock NCI Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock NCI and Shiprock NCI Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of ShiprockNCI’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock NCI and Shiprock NCI Sub; (8) Escrow Agreement, signed by Xxxxx the Founders and Xxxxxx X. Xxxx and Associates, Ltd.NCI; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaLpath, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Simex will deliver, or will cause to be delivered, to Shiprock Maile the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Simex to the effect that all representations and warranties made by Duska Simex under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Maile on said date;; 13 (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Simex dated within five business days of at or about the Closing to the effect that Duska Simex is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Simex Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Simex authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Maile as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e13(d) hereof. (b) Shiprock and Shiprock Sub Maile will deliver or cause to be delivered to DuskaSimex: (1i) stock certificates representing those securities of Shiprock the Maile Shares (including the Escrow Shares) to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyMaile, to the effect that all representations and warranties of Shiprock and Shiprock Sub Maile made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Simex on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Maile's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Maile's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Maile dated within five business days of at or about the Closing Date that each of said corporations Maile is in good standing under the laws of said state; (5v) opinion of Shiprock’s Maile's counsel as described in Section 8(l12(k) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the existing officers and directors of Shiprock and Shiprock SubMaile; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxMaile; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaSimex, as set forth in Section 8 13 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be delivered-------------------- occur, all of such transactions being deemed to occur simultaneously: (a) Duska Acquiree Stockholders will deliver, or will cause to be delivered, to Shiprock Acquiror the following: (1) stock certificates for the shares of Acquiree Stock being exchanged hereunder, duly endorsed in blank. (2) a certificate executed by the Chief Executive Officer or President of Duska certain principal Acquiree Stockholders to the effect that all representations and warranties made by Duska Acquiree and Acquiree Stockholders under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (23) a certificate from the state Secretary of Duska’s State of its incorporation dated within five business days at or about the date of the Closing to the effect that Duska Acquiree is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)State; (4) an investment letter from the Acquiree Stockholders; (5) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Acquiror will deliver or cause to be delivered to Duskadelivered: (1) stock certificates representing those securities 2,100,000 shares of Shiprock to be Acquiror Common Stock issued as a part in full consideration of the Merger exchange as described in Section 2 hereof;herein: (2) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectively, Acquiror to the effect that all representations and warranties of Shiprock and Shiprock Sub Acquiror made under this Agreement are true and correct as of reaffirmed on the ClosingClosing Date, the same as though originally given to Duska Acquiree and Acquiree Stockholders on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Acquiror's Board of Directors Directors, including resignations of the current Acquiror officers and Shiprock Sub’s stockholder directors, and resolutions of Stockholders authorizing the Merger and all related mattersthis transaction; (4) certificates a Certificate from the jurisdiction Secretary of State of Acquiror's state of incorporation dated at or about the date of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations Acquiror is in good standing under the laws of said stateState; (5) opinion all corporate records of Shiprock’s counsel as described in Section 8(l) above;Acquiror: (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)turning over of control of corporate assets of Acquiror.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska MINRAD will deliver, or will cause to be delivered, to Shiprock TAC the following: (1) a certificate executed by the Chief Executive Officer or President & CEO of Duska MINRAD to the effect that all representations and warranties made by Duska MINRAD under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock TAC or Shiprock Sub AS on said date; (2) a certificate from the state of Duska’s MINRAD's incorporation dated within five business days of the Closing to the effect that Duska MINRAD is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska MINRAD authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock TAC and Shiprock SubAS, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock TAC and Shiprock Sub AS will deliver or cause to be delivered to DuskaMINRAD: (1) stock certificates representing those securities of Shiprock TAC to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President & CEO of Shiprock TAC and Shiprock SubAS, respectively, to the effect that all representations and warranties of Shiprock TAC and Shiprock Sub AS made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska MINRAD on said date; (3) certified copies of resolutions adopted by Shiprock’s TAC's and Shiprock Sub’s AS's Board of Directors and Shiprock Sub’s AS's stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock TAC and Shiprock Sub AS dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Certificate of Merger for filing in Delaware; (6) opinion of Shiprock’s TAC's counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock TAC and Shiprock SubAS; (8) 9) Escrow Agreement, signed by Xxxxx Cagan McAfee Capital Partners and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of TAC together with evidence that the filed Amended and Restated Articles of IncorporationXxxxow shares have been placed in escrow; (10) Indemnification Waiver letter signed copy of Articles of Exchange in the form in which they will be filed by XxxxxTAC with the Nevada Department of State immediately after the Closing; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaMINRAD, as set forth in Section 8 hereof, including . (c) The Major Shareholders shall deliver the asset transfer and assumption agreements contemplated by voting agreement provided for in Section 7(f)9(m) relating to their agreement to vote in favor of the reincorporation of TAC in Delaware.

Documents at Closing. At the Closing, Closing the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska A. Stockholders will deliver, or will cause to be delivered, to Shiprock Acquiror the following: (1) a Stock certificates for all of the issued and outstanding stock of Acquiree being tendered and duly endorsed; (2) All corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock ledgers, stock transfer books, corporate seals, and other such corporate books and records as may reasonably be requested for review by Acquiror and its counsel; (3) The opinion of counsel for Acquiree as set forth herein; (4) A certificate executed by the Chief Executive Officer or President of Duska Principal Stockholders to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made Acquiree under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Acquiror on said date; (35) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates A certificate from the jurisdiction Secretary of State of its incorporation of Shiprock and Shiprock Sub dated within five business 45 days of the Closing Date to the effect that each of said corporations Acquiree is in good standing under the laws of said state; (6) An investment letter from the Stockholders representing that they are acquiring shares of Acquiror for investment purposes only and not with a view to further distribution; (7) Such other instruments, documents, and certificates, if any, as are required to be delivered pursuant to the provision of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement. B. Acquiror will deliver or cause to be delivered to the Stockholders and Acquiree: (1) Stock certificates for common stock to be issued as part of the exchange as listed on Exhibit "A"; (2) A certificate of the president and secretary of Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, the same as though originally given to Stockholders on said date; (3) The opinion of Acquiror's counsel set forth herein; (4) Certified copies of resolutions by Acquiror's Board of Directors and Stockholders authorizing this transaction; (5) opinion A certificate from the Secretary of Shiprock’s counsel as described State of Acquiror's state of incorporation dated within 45 days of the Closing Date that Acquiror is in Section 8(l) abovegood standing under the laws of said state; (6) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the 9.1 Seller shall execute and deliver to Purchaser at Closing, the following documents shall be deliveredinstruments: (a) Duska will deliverDuly executed and acknowledged Bargain and Sale Deed with Covenants Against Grantor’s Act conveying to Purchaser the fee simple title to the Property, or will cause subject only to the Permitted Exceptions and such other matters as may be delivered, to Shiprock approved in writing by Purchaser (the following:"Deed"). (1b) An affidavit of Seller setting forth that it is not a certificate executed by "foreign person" for purpose of the Chief Executive Officer or President Foreign Investment in Real Property Transfer Act of Duska 1990, as amended. (c) A standard form seller's affidavit of title; (d) Standard form of Seller’s Residency Certification and Seller’s Affidavit of Title (if require); (e) A settlement statement (the "Settlement Statement") documenting the Closing and reflecting the Purchase Price, charges, credits, adjustments and prorations. (f) Keys and/or security codes to all entrance doors to the effect Property. (g) Such affidavits and indemnities as the Title Company shall reasonably and customarily require. (h) All necessary and proper consents of Seller, including an appropriate resolution of the Board of Directors of the Seller, authorizing the sale of the Property in accordance with the terms of this Agreement. (i) A duly executed assignment (the "Assignment of Service Contracts") of all Service Contracts, if any, and such other agreements as to which Purchaser has notified Seller in writing prior to the Closing Date that Purchaser wishes to accept. (j) Bring Down Certificate. A certificate of Seller stating that all representations and warranties made by Duska under of Seller contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Effective Closing Date, the same as though originally given to Shiprock or Shiprock Sub on said date;if different, in what respect. (2k) a An estoppel certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;American Educational Institute, Inc. (3l) Investment Letters in Such additional documents as the form attached hereto as Exhibit “D” executed by each of Seller and the Duska stockholders referred Purchaser shall mutually agree are necessary to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to carry out the provisions of this Agreement;. 9.2 In addition to payment of the Purchase Price as provided in Section 3 hereof, Purchaser shall execute and deliver to Seller at Closing, subject to full compliance by Seller with all Seller's obligations to be kept, observed and performed by Seller under this Agreement: (5a) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereofThe Settlement Statement. (b) Shiprock All necessary and Shiprock Sub will deliver or cause proper consents of Purchaser consenting to be delivered to Duska:and approving the within transaction and purchase by Purchaser. (1c) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and Such additional documents as Seller and Purchaser shall mutually agree are required necessary to be delivered pursuant to carry out the provisions of this Agreement; (7) written resignation , provided that such additional documents do not expand Purchaser's liability beyond the liability of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Purchaser described in or under this Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Xenonics will deliver, or will cause to be delivered, to Shiprock DHTS the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Xenonics to the effect that all representations and warranties made by Duska Xenonics under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub DHTS on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Xenonics dated within five business days of at or about the Closing to the effect that Duska Xenonics is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Xenonics Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Xenonics authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, DHTS as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub DHTS will deliver or cause to be delivered to DuskaXenonics: (1i) stock certificates representing those securities of Shiprock the DHTS Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyDHTS, to the effect that all representations and warranties of Shiprock and Shiprock Sub DHTS made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Xenonics on said date; (3iii) certified copies of resolutions adopted by Shiprock’s DHTS's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder DHTS's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub DHTS dated within five business days of at or about the Closing Date that each of said corporations DHTS is in good standing under the laws of said state; (5v) opinion of Shiprock’s DHTS's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubDHTS; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxDHTS; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaXenonics, as set forth in Section 8 12 hereof, including net cash proceeds of the asset transfer and assumption agreements contemplated by Section 7(f)DHTS Financing.

Documents at Closing. At the Closing, the following documents transactions -------------------- shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SKYSITE will deliver, or will cause to be delivered, to Shiprock VISCORP the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SKYSITE to the effect that all representations and warranties made by Duska SKYSITE under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VISCORP on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of at or about the Closing to the effect that Duska SKYSITE is in good standing under the laws of said stateState; (3iii) Investment Letters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SKYSITE Shareholder; (4iv) General Releases of all its Shareholders; (v) Stock certificates representing those shares of SKYSITE Shares to be exchanged for VISCORP Shares will be delivered; and (vi) Stock option agreement to certain SKYSITE Shareholders listed on Exhibit A for a maximum of 500,000 shares of VISCORP Common Stock at 40c per share for a 3 year period from the Closing Date. (vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SKYSITE's Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SKYSITE as described herein including but not limited to such items set forth in Section 4 hereof; (6viii) all other itemsresignation of its officers and directors, the delivery of which is a condition precedent to the obligations of Shiprock except for Xxxxxx and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.Xxxxxx; (b) Shiprock and Shiprock Sub VISCORP will deliver or cause to be delivered to DuskaSKYSITE and the SKYSITE Shareholders: (1i) stock certificates representing those securities shares of Shiprock VISCORP Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VISCORP executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVISCORP, to the effect that all representations and warranties of Shiprock and Shiprock Sub VISCORP made under this Agreement are true and correct as of the ClosingCLosing, the same as though originally given to Duska SKYSITE on said due date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VISCORP's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VISCORP is in good standing under the laws of said stateState; (5v) opinion of Shiprock’s VISCORP's counsel as described in Section 8(l4.1(h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVISCORP, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska TMG will deliver, or will cause to be delivered, to Shiprock BARON ENERGY the following: (1i) a certificate from TMG executed by the Chief Executive Officer or President managers of Duska TMG, to the effect that all representations and warranties made by Duska TMG under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub BARON ENERGY on said date; (2ii) a certificate from the state State of Duska’s incorporation Nevada dated within five business days of at or about the Closing to the effect that Duska TMG is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed a certified copy of the Certificate resolution of Merger for filing in Delawarethe Managers of TMG authorizing this transaction; and certified copies and (iv) an opinion of resolutions adopted its legal counsel, limited as to any portion of the opinion as to an aspect of the agreement governed by the stockholders and directors application of Duska authorizing Nevada law, dated as of the Merger;Closing to the effect that: (6a) TMG is a limited liability company validly existing and in good standing under the laws of the State of Nevada (b) TMG has the power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, executed and delivered by TMG. (v) Irrevocable Assignments of the membership interests of TMG duly executed by the respective Interest Holders to be exchanged for BARON ENERGY Shares that will be delivered to Interest Holders, transferring such membership interests to BARON ENERGY. (vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubBARON ENERGY, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub BARON ENERGY will deliver or cause to be delivered to DuskaTMG and the Interest Holders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from BARON ENERGY executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyBARON ENERGY, to the effect that all representations and warranties of Shiprock and Shiprock Sub BARON ENERGY made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska TMG on said date; (3ii) a certified copies copy of resolutions adopted by Shiprock’s and Shiprock Sub’s a resolution of the Board of Directors and Shiprock Sub’s stockholder of BARON ENERGY authorizing the Merger and all related mattersthis transaction; (4iii) certificates a certificate from the jurisdiction State of incorporation of Shiprock and Shiprock Sub Nevada dated within five business days of at or about the Closing Date that each of said corporations BARON ENERGY is in good standing under the laws of said state;State; and (iv) an opinion of its legal counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Nevada law, dated as of the Closing to the effect that: (1) BARON ENERGY is a corporation validly existing and in good standing under the laws of the State of Nevada; (2) This Agreement has been duly authorized executed and delivered by BARON ENERGY and is a valid and binding obligation of BARON ENERGY enforceable in accordance with its terms; (3) BARON ENERGY, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to TMG and the TMG Members hereunder are valid and binding in accordance with their terms; (5) opinion The shares of Shiprock’s counsel as described in BARON ENERGY Shares to be issued pursuant to Section 8(l) above;1.1 hereof, when issued, will be duly and validly issued, fully paid and non-assessable; and (6) such other instruments BARON ENERGY has the corporate power to execute the Agreement, deliver the Shares and documents as are required to be delivered pursuant to the provisions of perform under this Agreement; . (7vi) written resignation of all substitution of the officers and directors of Shiprock and Shiprock Sub; Managers as requested, at closing, by BARON ENERGY. (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaTMG, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).. 8.2

Documents at Closing. At the Closing, the following documents ----------------------- shall be delivered: (a) Duska Nettaxi will deliver, or will cause to be delivered, to Shiprock SVSI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Nettaxi to the effect that all representations and warranties made by Duska Nettaxi under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub SVSI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Nettaxi dated within five business days of at or about the Closing to the effect that Duska Nettaxi is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by by. each of the Duska stockholders referred to in Section 9(c)Nettaxi Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Nettaxi authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, SVSI as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub SVSI will deliver or cause to be delivered to DuskaNettaxi: (1i) stock certificates representing those securities of Shiprock the SVSI Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereof;herein-2 (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelySVSI, to the effect that all representations and warranties of Shiprock and Shiprock Sub SVSI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Nettaxi on said date; (3iii) certified copies of resolutions adopted by Shiprock’s SVSI's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder SVSI's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub SVSI dated within five business days of at or about the Closing Date that each of said corporations SVSI is in good standing under the laws of said state; (5v) opinion of Shiprock’s SVSI's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubSVSI; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxSVSI; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaNettaxi, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Wareforce will deliver, or will cause to be delivered, to Shiprock JVI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Wareforce to the effect that all representations and warranties made by Duska Wareforce under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub JVI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Wareforce dated within five business days of at or about the Closing to the effect that Duska Wareforce is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Wareforce Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Wareforce authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, JVI as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e13(d) hereof. (b) Shiprock and Shiprock Sub JVI will deliver or cause to be delivered to DuskaWareforce: (1i) stock certificates representing those securities of Shiprock the JVI Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyJVI, to the effect that all representations and warranties of Shiprock and Shiprock Sub JVI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Wareforce on said date; (3iii) certified copies of resolutions adopted by Shiprock’s JVI's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder JVI's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub JVI dated within five business days of at or about the Closing Date that each of said corporations JVI is in good 17 standing under the laws of said state; (5v) opinion of Shiprock’s JVI's counsel as described in Section 8(l12(k) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubJVI; (8) Escrow Agreement, signed by Xxxxx viii) all corporate and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by XxxxxJVI; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaWareforce, as set forth in Section 8 13 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska VisCorp will deliver, or will cause to be delivered, to Shiprock GTCI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska VisCorp to the effect that all representations and warranties made by Duska VisCorp under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub GTCI on said date; (2ii) a certificate from the state State of Duska’s incorporation Illinois dated within five business days of at or about the Closing to the effect that Duska VisCorp is in good standing under the laws of said stateState; (3iii) Investment Letters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)VisCorp Shareholder; (4iv) Stock certificates representing those shares of VisCorp Shares to be exchanged for GTCI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub GTCI will deliver or cause to be delivered to DuskaVisCorp and the VisCorp Shareholders: (1i) stock certificates representing those securities shares of Shiprock GTCI Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of the President President/Secretary of Shiprock and Shiprock Sub, respectivelyGTCI, to the effect that all representations and warranties of Shiprock and Shiprock Sub GTCI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska VisCorp on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s GTCI's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations GTCI is in good standing under the laws of said stateState; (5v) opinion of Shiprock’s GTCI's counsel as described in Section 8(l4.1 (h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation resignations of all of the existing officers and directors of Shiprock and Shiprock SubGTCI, as set forth in the Agreement; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaGTCI, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1) a certificate executed by the Chief Executive Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska the Company authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e9(c) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1) stock certificates representing those securities of Shiprock Parent to be be (2) issued as a part of the Merger as described in Section 2 hereof; (23) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (34) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s Board the board of Directors directors of Merger Sub and Shiprock Sub’s stockholder the board of directors of Parent authorizing the Merger and all related matters; (45) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (56) executed copy of the Certificate of Merger for filing in Delaware; (7) opinion of ShiprockParent’s counsel as described in Section 8(l8(k) above; (6) 8) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (79) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx Merger Sub and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy the written appointment of the filed Amended Company’s nominees as directors and Restated Articles officers of Incorporation; (10) Indemnification Waiver letter signed by XxxxxParent; and (1110) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AngioGenex will deliver, or will cause to be delivered, to Shiprock eClic the following: (1) a certificate executed by the Chief Executive Officer or President of Duska AngioGenex to the effect that all representations and warranties made by Duska AngioGenex under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock eClic or Shiprock eClic Sub on said date; (2) a certificate from the state of Duska’s AngioGenex' incorporation dated within five business days of the Closing to the effect that Duska AngioGenex is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)AngioGenex Common Stockholder; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in DelawareNevada; and certified copies of resolutions adopted by the stockholders and directors of Duska AngioGenex authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock eClic and Shiprock eClic Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock eClic and Shiprock eClic Sub will deliver or cause to be delivered to DuskaAngioGenex: (1) stock certificates representing those securities of Shiprock eClic to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock eClic and Shiprock eClic Sub, respectively, to the effect that all representations and warranties of Shiprock eClic and Shiprock eClic Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska AngioGenex on said date; (3) certified copies of resolutions adopted by Shiprock’s eClic's and Shiprock eClic Sub’s 's Board of Directors and Shiprock eClic Sub’s 's stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock eClic and Shiprock eClic Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s eClic's counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock eClic and Shiprock eClic Sub; (8) Escrow Agreement, signed by Xxxxx the Majority Shareholder and Xxxxxx X. Xxxx and Associates, Ltd.eClic; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaAngioGenex, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).