ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:
Closing Deliverables At the Closing, the Shareholders shall deliver the following to the Purchaser: (i) a certificate, in form and substance reasonably satisfactory to the Purchaser, signed by the secretary of the Company, dated the Closing Date, certifying as to (i) the organizational documents of the Company as in effect on the Closing Date; and (ii) certificates of good standing of the Company from the Secretary of State of the States of Delaware and Florida as of a recent date; (ii) each of the Consents identified in Part 2.22 of the Company Disclosure Schedule; (iii) a certificate, executed by each of the Shareholders (the "Shareholder Closing Certificate"), setting forth that the conditions in Sections 5.1(a) and 5.1(b) have been met; (iv) board resolutions of the Company evidencing the election of Xxxxx Xxxxxxxxx to the board of directors of the Company; (v) the Shareholder Stock Certificates and Stock Assignments; (vi) the rescission agreement, in the form attached hereto as Exhibit E, executed by each of the Shareholders (the "Rescission Agreement"); (vii) the Letter Agreement executed by the Company and STIC; (viii) the agreements evidencing the ISx Debt executed by the parties thereto in the forms attached hereto as Exhibit F, which agreements shall include an amendment to the UCC-1 financing statement that is currently on file for the benefit of Xxxxx Xxxxxxxxx Partners, L.P. with the Company listed as the debtor to conform the description of the collateral and other terms and obligations to the terms of the ISx Debt and to assign Xxxxx Xxxxxxxxx as agent for the lenders pursuant to the terms of the ISx Debt; (ix) Purchaser's form of Second Amended and Restated Investor Rights Agreement, executed by each of the Shareholders and Messrs. Downs and Xxxxx (in the case of Messrs. Downs and Xxxxx, with respect to the underlying shares of stock issuable upon exercise of the warrants being issued to them in connection with the transactions contemplated by this Agreement); (x) the working capital facility letter, in the form attached hereto as Exhibit G, executed by STIC, the Company and Purchaser; and (xi) the M&A letter agreement, in the form attached hereto as Exhibit H, executed by Xxxxxxx Xxxxx Ventures, Inc., STIC, the Company and Purchaser.