Common use of OBLIGATIONS OF THE BUYER Clause in Contracts

OBLIGATIONS OF THE BUYER. The Buyer shall: 3.1 pay the Initial Cash Consideration to the Sellers in the manner set out in clause 3.3; 3.2 pay to the Seller’s Solicitors the amounts due in accordance with clause 19.2 or, where required by that clause to issue Ordinary Shares, to deliver to the Seller’s Solicitors a certificate for the appropriate number of Ordinary Shares in satisfaction of the amounts due pursuant to that clause. 3.3 deliver to the Sellers certificates in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2, duly executed as a deed by or signed (as required) on behalf of the Buyer together with such other documentation as the Sellers may reasonably require in order to show that such Consideration Shares have been validly issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver to the Sellers a letter in a form reasonably acceptable to the Sellers, addressed to the Sellers and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid and are non-assessable. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the Company.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the Transaction is subject to the satisfaction at or before the Closing of each of the following conditions: 3.1 pay (a) No claim, suit, action or other proceeding shall be pending or Threatened before any court or Governmental Body seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement, the Initial Cash Consideration other Transaction Documents or the consummation of the Transaction and no investigation or inquiry shall have been made or commenced by any Governmental Body in connection with this Agreement, the Transaction Documents or such transactions. (b) Each of the representations and warranties of the Selling Parties made in or pursuant to this Agreement shall be true and correct on and as of the Sellers in Closing Date as if made on and as of the manner set out in clause 3.3; 3.2 pay to Closing Date, and the Seller’s Solicitors the amounts due in accordance with clause 19.2 or, where required by that clause to issue Ordinary Shares, to deliver to the Seller’s Solicitors Buyer shall have received a certificate for signed by the appropriate number of Ordinary Shares in satisfaction of the amounts due pursuant to that clause. 3.3 deliver to the Sellers certificates in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2Sellers’ Representative, duly executed as a deed by or signed (as required) on behalf of the Buyer together with Selling Parties, to such other documentation effect and such certificate shall be deemed to be a representation and warranty of the Selling Parties as of the Sellers may reasonably require in order to show that such Consideration Shares time immediately preceding the Closing. (c) Each Selling Party shall have been validly issued in accordance performed and complied with all applicable laws covenants and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver conditions required under this Agreement to be performed or complied with by such Selling Party at or prior to the Sellers a letter in a form reasonably acceptable to the SellersClosing, addressed to the Sellers and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid and are non-assessable. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as have received a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or certificate signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the CompanySellers’ Representative, on behalf of the Selling Parties, to such effect and such certificate shall be deemed to be a representation and warranty of the Selling Parties as of the time immediately preceding the Closing. (d) The Selling Parties shall have delivered all documents required to be delivered at the Closing pursuant to Section 7.2 hereof. (e) The Buyer shall have obtained all Governmental Authorizations required to operate the Business. (f) Subject to the terms of this Agreement, all actions, proceedings, instruments, and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Buyer, and the Buyer shall have received all documents, certificates and other papers reasonably requested by it in connection therewith.

OBLIGATIONS OF THE BUYER. The Buyer shall: 3.1 pay the Initial Cash Consideration shall disclose and clearly communicate to the Sellers Seller the specifications of the Goods required by them in the manner set out in clause 3.3; 3.2 pay Purchase Order. The Buyer shall be responsible for proper storage of the Goods after it picks up the Goods from the Seller. The Buyer shall make payment to the Seller within fifteen (15) days of the receipt of the invoice. The Buyer shall be responsible for the cost of transportation and the transit insurance from time the Goods leave the Seller’s Solicitors premises. SELLER’S OBLIGATIONS The Seller shall pack such quantities of the amounts due Goods as may be specified by the Buyer. The Seller shall ensure that the Goods are stored under suitable conditions to ensure their fitness and merchantability at all times, whilst in accordance with clause 19.2 orits premises. The Seller shall pack all Goods ordered hereunder in a manner suitable for shipment and sufficient to enable the Products to withstand the effects of shipping, where required by that clause including handling during loading and unloading. The Seller employ a sufficient number of suitably qualified personnel to issue Ordinary Shares, to deliver to ensure the proper fulfilment of the Seller’s Solicitors a certificate for obligations under this Agreement; REMEDIES OF THE BUYER Where the appropriate number of Ordinary Shares in satisfaction of Buyer accepts or has been deemed to have accepted any Goods then, the amounts due pursuant to that clause. 3.3 deliver Seller shall have no liability whatsoever to the Sellers certificates Buyer in respect of those Consideration Shares which are these Goods. The Seller shall not be liable to be issued at Completion in accordance with clause 3.1.2, duly executed as a deed by the Buyer for late delivery or signed (as required) on behalf short delivery of the Buyer together with such other documentation Goods. ENTIRE AGREEMENT AND MODIFICATIONS This Agreement embodies all the terms and conditions agreed upon among the Parties as the Sellers may reasonably require in order to show that such Consideration Shares have been validly issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver to the Sellers a letter subject matter of this Agreement and supersedes in a form reasonably acceptable all respects all previous agreements and undertakings, amongst the Parties with respect to the Sellerssubject matter hereof whether such be written or oral. This Agreement shall not be altered, addressed to changed, supplemented amended except by written instruments signed by all the Sellers and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid and are non-assessableParties. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the Company.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the Transaction is subject to the satisfaction at or before the Closing of each of the following conditions: 3.1 pay (a) Each of the Initial Cash Consideration to representations and warranties of the Sellers made in or pursuant to this Agreement shall be true and correct in all material respects on and as of the manner set out Closing Date as if made on and as of the Closing Date, except that representations and warranties which address matters only as of a particular date must have been true and correct in clause 3.3; 3.2 pay to all respects only as of the Seller’s Solicitors particular date, and the amounts due in accordance with clause 19.2 or, where required by that clause to issue Ordinary Shares, to deliver to the Seller’s Solicitors Buyer shall have received a certificate for signed by the appropriate number of Ordinary Shares in satisfaction of the amounts due pursuant to that clause. 3.3 deliver to the Sellers certificates in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2Sellers’ Representatives, duly executed as a deed by or signed (as required) on behalf of the Buyer together with Sellers, to such other documentation as effect and such certificate shall be deemed to be a representation and warranty of the Sellers may as of the time immediately preceding the Closing. Each of the representations and warranties of the Sellers set forth in Sections 2.1, 2.2, 2.3, 3.2 and 3.3 shall have been true and correct in all respects as of the Agreement Date and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (b) Each Selling Party shall have performed and complied in all material respects with all covenants and conditions required under this Agreement to be performed or complied with by such Selling Party at or prior to the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (c) There shall have been no event, occurrence or condition subsequent to the Agreement Date that has had, or could reasonably require be expected to result in, a Material Adverse Effect. (d) The Sellers shall have delivered all documents required to be delivered at the Closing pursuant to Section 7.2 hereof. (e) The Buyer shall have obtained all material Governmental Authorizations required to operate the Acquired Business on terms and conditions reasonably satisfactory to the Buyer. (f) The Buyer shall have secured and obtained all of the requisite financing and consents on terms and conditions satisfactory to the Buyer in order to show that such consummate the Transaction and to operate the Acquired Business after the Closing in the same manner in which it was operated before the Closing. (g) The DMC Common Stock Consideration Shares have been validly issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver issuable to the Sellers a letter shall have been approved for listing on the New York Stock Exchange. (h) DMC shall have received confirmation from the SEC regarding the format and content of, and periods to be presented in, the financial statements and other related information and documents necessary for DMC to obtain and, if applicable, file with the SEC in a order to satisfy applicable Legal Requirements and SEC requirements. (i) Buyer shall have obtained, at the sole cost and expense of Sellers, opinions of legal counsel, dated as of the Closing Date, from law firms and in form and substance reasonably acceptable to the SellersBuyer, indicating that the operations of (i) NDEx in Georgia and Texas, and (ii) NDEx West in California and Nevada will not violate any law of such jurisdictions relevant to the unauthorized practice of law or the sharing of fees from the Practice of Law with a non-lawyer, which opinions shall be addressed to NDEx or NDEx West, as the Sellers case may be, the Buyer, and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid equity and are non-assessabledebt financing sources. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the Company.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the transactions contemplated by this Agreement is subject to the satisfaction at or before the Closing of each of the following conditions: 3.1 pay (a) Each of the Initial Cash Consideration representations and warranties of the Company and the Seller made in or pursuant to this Agreement shall be true and correct in all material respects on and as of the Sellers Closing Date as if made on and as of the Closing Date, except that representations and warranties which address matters only as of a particular date must have been true and correct in all respects only as of the manner set out in clause 3.3; 3.2 pay to particular date, and the Seller’s Solicitors the amounts due in accordance with clause 19.2 or, where required by that clause to issue Ordinary Shares, to deliver to the Seller’s Solicitors Buyer shall have received a certificate for the appropriate number of Ordinary Shares in satisfaction of the amounts due pursuant to that clause. 3.3 deliver to the Sellers certificates in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2, duly executed as a deed by or signed (as required) on behalf of the Buyer together with Company and the Seller to such other documentation effect and such certificate (subject to Section 6.7) shall be deemed to be a representation and warranty of the Company and the Seller as of the Sellers may reasonably require time immediately preceding the Closing. Each of the representations and warranties of the Company set forth in order to show that such Consideration Shares Sections 3.1, 3.2 and 3.3 and of the Seller in Sections 4.1, 4.2, 4.3 and 4.4 shall have been validly issued true and correct in accordance all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing, and the Buyer shall have received a certificate signed on behalf of the Company and the Seller to such effect and such certificate shall be deemed to be a representation and warranty of the Company and the Seller as of the time immediately preceding the Closing. (b) The Company and the Seller shall have performed and complied in all material respects with all applicable laws covenants and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver conditions required under this Agreement to be performed or complied with at or prior to the Sellers Closing, and the Buyer shall have received a letter in certificate signed on behalf of the Company and the Seller to such effect and such certificate (subject to Section 6.7) shall be deemed to be a form reasonably acceptable representation and warranty of the Company and the Seller as of the time immediately preceding the Closing. (c) There shall have been no event, occurrence or condition subsequent to the Sellersdate of this Agreement that has had, addressed or could reasonably be expected to the Sellers and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issuedresult in, fully paid and are non-assessablea Material Adverse Effect. 3.5 deliver (d) The Seller shall have delivered all documents required to be delivered at the Sellers Closing pursuant to Section 8.2 hereof. (e) The Seller shall have delivered to Buyer all Governmental Authorizations required to operate the Share Mortgage duly executed as a deed by, or signed (as required) Business on behalf of, terms and conditions reasonably satisfactory to the Buyer. 3.6 deliver (f) Subject to the Sellers terms of this Agreement, all actions, proceedings, instruments, and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Deed Buyer, and the Buyer shall have received all documents, certificates and other papers reasonably requested by it in connection therewith. (g) The Buyer, the Seller and the Company shall have entered into the Amended Operating Agreement. (h) The Company and Xxxxxx X. Xxxxxx shall have entered into an employment agreement substantially in the form of Priorities duly executed as a deed by, or signed Exhibit 7.2(h) attached hereto (as requiredthe “Xxxxxx Employment Agreement”). (i) on behalf ofThe Company and Xxxxx Xxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(i) attached hereto (the “Shub Employment Agreement”). (j) The Company and Xxxxx X. Xxxxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(j) attached hereto (the “Xxxxxx Employment Agreement”). (k) The Company and Xxxx Xxxxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(k) attached hereto (the “Xxxxxx Employment Agreement”). (l) The Company and X. Xxxxxxxx Xxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(l) attached hereto (the “Xxxx Employment Agreement”). (m) The Seller, the Buyer and the Lenderescrow agent named therein shall have entered into an Escrow Agreement in the form of Exhibit 2.1(b) attached hereto. 3.7 procure (n) The Company shall have become party to that the Company shallcertain Second Amended and Restated Credit Agreement dated as of August 8, 2007, as amended, by and shall permit the Company toamong U.S. Bank National Association, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf ofAgent, the Buyer and (its Subsidiaries party thereto as borrowers, and the lenders from time to time party thereto as “Banks”, as a co-borrower and shall execute all documents in so far as the Buyer is able to legally procure the same) on behalf of the Companyconnection therewith.

OBLIGATIONS OF THE BUYER. The Buyer shall: 3.1 pay a) Making full and timely payment for the Initial Cash Consideration to Selling Price of the Sellers Apartment, Value of Area Difference (if any), fees and other payables as agreed in this Contract (including all attached Appendixes) and under the manner set out in clause 3.3Laws; 3.2 b) Paying penalties and compensations in case the Buyer fails to pay timely or breaches obligations as defined in this Contract; c) Providing all documents as required by the Seller and observing all instructions by the Seller as defined in Article 9 of this Contract; d) As from actual Handover Date, as an owner or user of the Apartment, making full and timely payment to the Seller’s Solicitors , the amounts due in accordance with clause 19.2 orManagement Unit (once established) or the operator (if the operator is authorized by the Seller or the Management Unit, where required by that clause from time to issue Ordinary Sharestime, to deliver collect operation management cost) for operation management cost, power, water and other utility charges (if any) and any other payment defined in this Contract, Attached Appendix; e) Complying strictly with the Apartment Management and Use Regulations attached to this Contract and attached Appendix; f) Except for land use charge and value added tax calculated in the Selling Price of the Apartment (Article 3.1.b of this Contract), if there are any taxes or fees related to the Seller’s Solicitors a certificate Apartment or after Actual Handover Date, the Buyer shall directly pay such taxes and fees to the competent authority as notified by the Seller and send to the Seller the receipt for such payment; g) Using the Apartment for the appropriate number purpose of Ordinary Shares residence and as agreed in satisfaction of this Contract; h) Creating favorable conditions and supporting the amounts due pursuant to that clause.operator in maintaining and operating the Apartment Building; 3.3 deliver i) Completing necessary procedures related to the Sellers certificates Apartment handover as defined in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2, duly executed as a deed by or signed (as requiredthis Contract; j) After the Seller submits application for the Certificate on behalf of the Buyer together with such other documentation as until the Sellers may reasonably require in order to show that such Consideration Shares have been validly Certificate is issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver to the Sellers a letter in a form reasonably acceptable to the Sellers, addressed to the Sellers and written by name of the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid and are non-assessable. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer shall not revoke and/or transfer this Contract and any rights and interests of the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in fullBuyer under this Contract to any third party; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director k) Respecting and having no behavior affecting ownership and business of the BuyerSeller within the Privately Owned Area of the Seller; 3.9 deliver l) Storing, using and compensating for damages in case of causing damages to the Sellers addendumsJointly Owned Area and Equipment; m) Other obligations as defined in this Contract, in attached Appendix and under the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the CompanyLaws.

OBLIGATIONS OF THE BUYER. The Buyer shall: 3.1 pay 1. arrange for the Initial Cash Consideration telegraphic transfers by CHAPS of the Completion Payment to the Sellers Seller’s Solicitors’ Account receipt of which shall discharge the Buyer from its obligation to pay such amount of the consideration to the Seller and, for the avoidance of doubt, the Buyer shall not be concerned with the onward payment of such consideration to the Seller or otherwise; 2. arrange for the telegraphic transfers by CHAPS of the Total Escrow Amount into the Escrow Account, which amount shall be maintained in accordance with the manner set out in clause 3.3provisions of Schedule 16; 3. deliver to the Seller’s Solicitors: 3.1 the Supplemental Disclosure Letter, duly executed by the Buyer; 3.2 pay the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver to the Seller’s Solicitors the amounts due Investor Rights Agreement, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid in accordance with clause 19.2 or, where required by that clause to issue Ordinary Shares, to deliver book-entry form to the Seller’s Solicitors . Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a certificate for restrictive legend in substantially the appropriate number following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Ordinary Shares in satisfaction Designations with the Secretary of State of the amounts due pursuant to that clause.State of Delaware; 3.3 deliver 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Sellers certificates in respect of those Seller. Certificates evidencing the Preferred Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2, duly executed as a deed by or signed (as required) on behalf of the Buyer together with such other documentation as the Sellers may reasonably require in order to show that such Consideration Shares have been validly issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following endorsementform: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Fully paid and non-assessableSECURITIES ACT” 3.4 deliver to the Sellers a letter in a form reasonably acceptable to the Sellers), addressed to the Sellers and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issuedOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, fully paid and are non-assessableSOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the Company.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the Transaction is subject to the satisfaction at or before the Closing of each of the following conditions: 3.1 pay (a) Each of the Initial Cash Consideration to representations and warranties of the Sellers made in or pursuant to this Agreement shall be true and correct in all material respects on and as of the manner set out Closing Date as if made on and as of the Closing Date, except that representations and warranties which address matters only as of a particular date must have been true and correct in clause 3.3; 3.2 pay to all respects only as of the Seller’s Solicitors particular date, and the amounts due in accordance with clause 19.2 or, where required by that clause to issue Ordinary Shares, to deliver to the Seller’s Solicitors Buyer shall have received a certificate for signed by the appropriate number of Ordinary Shares in satisfaction of the amounts due pursuant to that clause. 3.3 deliver to the Sellers certificates in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2Sellers’ Representatives, duly executed as a deed by or signed (as required) on behalf of the Buyer together with Sellers, to such other documentation as effect and such certificate shall be deemed to be a representation and warranty of the Sellers may as of the time immediately preceding the Closing. Each of the representations and warranties of the Sellers set forth in Sections 2.1, 2.2, 2.3, 3.2 and 3.3 shall have been true and correct in all respects as of the Agreement Date and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (b) Each Selling Party shall have performed and complied in all material respects with all covenants and conditions required under this Agreement to be performed or complied with by such Selling Party at or prior to the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (c) There shall have been no event, occurrence or condition subsequent to the Agreement Date that has had, or could reasonably require be expected to result in, a Material Adverse Effect. (d) The Sellers shall have delivered all documents required to be delivered at the Closing pursuant to Section (e) The Buyer shall have obtained all material Governmental Authorizations required to operate the Acquired Business on terms and conditions reasonably satisfactory to the Buyer. (f) The Buyer shall have secured and obtained all of the requisite financing and consents on terms and conditions satisfactory to the Buyer in order to show that such consummate the Transaction and to operate the Acquired Business after the Closing in the same manner in which it was operated before the Closing. (g) The DMC Common Stock Consideration Shares have been validly issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver issuable to the Sellers a letter shall have been approved for listing on the New York Stock Exchange. (h) DMC shall have received confirmation from the SEC regarding the format and content of, and periods to be presented in, the financial statements and other related information and documents necessary for DMC to obtain and, if applicable, file with the SEC in a order to satisfy applicable Legal Requirements and SEC requirements. (i) Buyer shall have obtained, at the sole cost and expense of Sellers, opinions of legal counsel, dated as of the Closing Date, from law firms and in form and substance reasonably acceptable to the SellersBuyer, indicating that the operations of (i) NDEx in Georgia and Texas, and (ii) NDEx West in California and Nevada will not violate any law of such jurisdictions relevant to the unauthorized practice of law or the sharing of fees from the Practice of Law with a non-lawyer, which opinions shall be addressed to NDEx or NDEx West, as the Sellers case may be, the Buyer, and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid equity and are non-assessabledebt financing sources. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver to the Sellers addendums, in the agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as a deed by, or signed (as required) on behalf of, the Buyer and (in so far as the Buyer is able to legally procure the same) on behalf of the Company.