Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following: (a) Resolutions of the Board of Directors of NDYN pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN shall provide NATE’S with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide the following: (a) NATE’S shall present a certification that NATE’S is a corporation in good standing under the laws of the Colorado. (b) NATE’S shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S. (c) Present a certification from its president that NATE’S has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN including the certification that the issued and outstanding shares of common stock of NATE’S are fully diluted as of the Closing.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN STHC and NATE’S. Skyline. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN STHC shall provide the following: (a) Resolutions of the Board of Directors of NDYN STHC pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN STHC shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN STHC and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN STHC shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN STHC shall provide a corporate resolution adopted and approved by the NDYN STHC Board of Directors authorizing the issuance of shares of NDYN STHC restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S Skyline Shareholders whereby NATE’S Skyline shareholders shall 5,000,000 own sat least eighty per cent (80%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN STHC shall provide NATE’S Skyline with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN STHC shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN STHC shares of common stock (post reverse split) to the NATE’S Skyline Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN STHC shares will be issued when shares of NATE’S Skyline have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN STHC common stock issued to the NATE’S Skyline Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S Skyline shall provide the following: (a) NATE’S Skyline shall present a certification that NATE’S Skyline is a corporation in good standing under the laws of the Colorado.standing (b) NATE’S Skyline shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.Skyline. (c) Present a certification from its president that NATE’S Skyline has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN STHC including the certification that the issued and outstanding shares of common stock of NATE’S Skyline are fully diluted as of the Closing.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN North and NATE’S. Fast. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN North shall provide the following: (a) Resolutions of the Board of Directors of NDYN North pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (2) amendments to its Articles of Incorporation to: (a) change the corporate name to Innovus Pharmaceuticals, Inc. (b) NDYN effect a reverse split whereby the issued and outstanding shares of North shall be reduced by the ratio of ten to one. (c) provide for authorized capital of 150,000,000 shares of common stock, par value of $.001 per share. (b) North shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN North and resolutions adopted by the shareholder of the Sub approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN North shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN North shall provide a corporate resolution adopted and approved by the NDYN North Board of Directors authorizing the issuance of shares of NDYN North restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S Fast Shareholders whereby NATE’S Fast shareholders shall 5,000,000 own ninety-two per cent (92%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN North shall provide NATE’S Fast with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN North shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN North shares of common stock (post reverse split) to the NATE’S Fast Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN North shares will be issued when shares of NATE’S Fast have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN North common stock issued to the NATE’S Fast Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S Fast shall provide the following: (a) NATE’S Fast shall present a certification that NATE’S Fast is a corporation in good standing under the laws of the ColoradoDelaware. (b) NATE’S Fast shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.Fast. (c) Present a certification from its president that NATE’S Fast has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN North including the certification that the issued and outstanding shares of common stock of NATE’S Fast are fully diluted as of the Closing. (d) Present audited financial statements of Fast for the period ended as of December 31, 2010, and unaudited financial statements for the period ended March 31, 2011.

Documents at Closing. At the Closing Closing, the following documents will be delivered: The Closing the transactions contemplated herein will take place on shall -------------------- occur, all of such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing transactions being deemed to occur as expeditiously as possible. simultaneously: (a) The Agreement shall be given effect immediately upon the Effective Time holders of Debentures that are convertible into Common Shares of the Merger. The Closing Acquiree requesting the conversion of the Debentures into Acquiree shares and exchanging them under the terms of this Agreement shall proceed as follows: NDYN shall provide with the Acquiree will deliver or cause to be delivered to the Acquiror the following: (a1) Resolutions Debenture Certificates in an amount convertible into one (1) share for each dollar of face value of the Board of Directors of NDYN pertaining toDebenture Certificate. (b) Acquiree Stockholders will deliver or cause to be delivered to Acquiror the following: (1) approval and ratification of Stock certificates representing the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of MergerAcquiree shares being exchanged hereunder, duly endorsed in blank. (c2) NDYN shall provide resignations A Certificate executed by the President and the Secretary of its current officers the Acquiree to the affect that all representations and directors warranties made by the Acquiree and shall provide appropriate corporate resolutions for the appointment Acquiree Stockholders under this Agreement are true and correct as of directors the Closing, the same as provided hereinthough originally given to the Acquiror on that date: (3) A Certificate from the Acquiree's jurisdiction of Incorporation dated at or about the date of the Closing to the affect that the Acquiree is in good standing under the Laws of said jurisdiction. (d4) NDYN shall provide a corporate resolution adopted and approved by Duly executed Investment Letters from the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation Acquiree Stockholders holding Restricted Shares under Rule 144 of the transactions set forth hereinSecurities Act. (e5) NDYN shall provide NATE’S with an opinion Four copies of counsel that the shares to be issued in the merger will be validly issued, fully paid duly executed Plan and nonassessableArticles of Share Exchange. (f6) NDYN shall deliver instructions Such other instruments, documents and certificates, if any, as are reasonably required to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) be delivered pursuant to the NATE’S Shareholders, at the exchange ratio in accordance with the terms provisions of this Agreement. NDYN shares Acquiror will deliver or cause to be issued when shares delivered at the Closing or at subsequent Closing for the shareholders of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to Acquiree and the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide Debenture holders the following: (a1) NATE’S shall present a certification Stock Certificates approximately 8,500,000 post-split Acquiror Shares of Common Stock issued in full consideration of the exchange of shares with the Acquiree Shareholders or Acquiree Debenture Holders as described herein. (2) A Certificate of the President of Acquiror to the affect that NATE’S all representations and warranties of the Acquiror made under this Agreement are true, correct and reaffirmed on the Closing Date, the same as though originally given to the Acquiree and the Acquiree Stock Holders on that date. (3) Certified copies of resolutions by the Acquiror's Board of Directors, including the resignation of the current Acquiror's Officers and Directors and resolutions of Stockholders authorizing this transaction; (4) A Certificate of the Secretary of the State of Utah dated at or about the date of the Closing that the Acquiror is a corporation in good standing under the laws of the Coloradosaid state. (b5) NATE’S shall provide resolutions adopting Copies of all executed Articles of Amendment to the Merger Agreement and Plan Acquiror's Articles of Merger Incorporation providing for any Amendments described and/or described herein, with certified copies provided as well soon as the Certificate same are returned from the Secretary of Merger approved by not less than a majority State's office. (6) All of the issued and outstanding shares records of common stock of NATE’S.the Acquiror. (c7) Present a certification from its president that NATE’S has performed all corporate acts All documents evidencing release of debts (if any). (8) Such other instruments and documents as are required under statute, regulations, articles to be delivered pursuant to the provisions of incorporation, bylaws or any other requirement to effect the transaction with NDYN this Agreement including the certification that the issued and outstanding shares turning over of common stock control of NATE’S are fully diluted as corporate assets of the ClosingAcquiror (if any).

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “"Closing”") as mutually determined and agreed upon by the NDYN QTHE and NATE’S. SBR. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN QTHE shall provide the following: (a) Resolutions of the Board of Directors of NDYN QTHE pertaining to: (1) : approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN QTHE shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN QTHE and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN QTHE shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN QTHE shall provide a corporate resolution adopted and approved by the NDYN QTHE Board of Directors authorizing the issuance of shares of NDYN QTHE restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S SBR Shareholders whereby NATE’S SBR shareholders shall 5,000,000 own eighty per cent (80%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN QTHE shall provide NATE’S SBR with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN QTHE shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN QTHE shares of common stock (post reverse split) to the NATE’S SBR Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN QTHE shares will be issued when shares of NATE’S SBR have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN QTHE common stock issued to the NATE’S SBR Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S SBR shall provide the following: (a) NATE’S SBR shall present a certification that NATE’S SBR is a corporation in good standing under the laws of the ColoradoDelaware. (b) NATE’S SBR shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.SBR. (c) Present a certification from its president that NATE’S SBR has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN QTHE including the certification that the issued and outstanding shares of common stock of NATE’S SBR are fully diluted as of the Closing.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. PoweTech. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following: (a) Resolutions of the Board of Directors of NDYN pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (2) amendments to its Articles of Incorporation to: (i) provide for authorized capital of 760,000,000 shares of common stock, par value of $.0001 per share. (b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors and officers as provided herein. (d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S PowerTech Shareholders whereby NATE’S PowerTech shareholders shall 5,000,000 own at least eighty per cent (80%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN shall provide NATE’S PowerTech with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S PowerTech Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S PowerTech have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S PowerTech Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S PowerTech shall provide the following: (a) NATE’S PowerTech shall present a certification that NATE’S PowerTech is a corporation in good standing under the laws of the Colorado. (b) NATE’S PowerTech shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.PowerTech. (c) Present a certification from its president that NATE’S PowerTech has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN including the certification that the issued and outstanding shares of common stock of NATE’S PowerTech are fully diluted as of the Closing.