Common use of Procedure for Closing Clause in Contracts

Procedure for Closing. At or prior to Closing, the following will occur: (a) The LLC Unit Holders shall surrender the certificates evidencing one hundred percent (100%) of the LLC Units, duly endorsed with Medallion Guaranteed stock powers attached and all Units of the LLC issued and outstanding immediately prior to the Effective Date of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such LLC Units shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing LLC Units. (b) The shareholders of the Dissolving Corporation shall surrender the certificates evidencing one hundred percent (100%) of the Dissolving Corporation's Capital Stock, duly endorsed with Medallion Guaranteed stock powers attached and all Capital Stock of the Dissolving Corporation issued and outstanding immediately prior to the Effective Date of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Capital Stock of the Dissolving Corporation shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing Capital Stock of the Dissolving Corporation. (c) The Dissolving Corporation will issue and deliver eighteen million (18,000,000) shares of its Capital Stock to the Parent representing Shares issued in exchange for one hundred percent (100%) of the LLC Units. The parent will then issue and deliver eighteen million (18,000,000) of the Parent's Capital Stock, as set forth hereof in accordance with this agreement in exchange for the Dissolving Corporation's shares.

Procedure for Closing. At or prior to Closing, the following will occur: (a) each Harbrew Florida share (because Harbrew Florida owns 100% of the Harbrew New York shares) that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of the common stock, par value $0.00001 per share, of the Parent (the “Capital Stock”), so that at the Effective Time, the Parent shall be the holder of all of the issued and outstanding shares of Harbrew New York. Immediately upon the conversion, in accordance with Section 78.288 of the Nevada Revised Statutes, Harbrew Florida shall distribute its right to receive the Capital Stock of the Parent to its shareholders, on a pro rata equity ownership basis, with the amount of the Capital Stock to be received by each such Harbrew Florida Shareholder as set forth on Exhibit [__] hereto. (b) The LLC Unit Holders Harbrew Florida, as the sole shareholder of Harbrew New York shall surrender the certificates evidencing one hundred percent (100%) of the LLC Units, duly endorsed with Medallion Guaranteed stock powers attached and all Units of the LLC issued and outstanding immediately prior to the Effective Date of the Merger, Harbrew New York shares which shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such LLC Units Harbrew New York shares shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing LLC Unitsthe Harbrew New York shares. (bc) The shareholders Promptly after the Effective Time and upon surrender of a certificate or certificates representing the Dissolving Corporation shall surrender the certificates evidencing one hundred percent (100%) of the Dissolving Corporation's Capital Stock, duly endorsed with Medallion Guaranteed stock powers attached and all Capital Stock of the Dissolving Corporation issued and Harbrew New York shares that were outstanding immediately prior to the Effective Date of Time or an affidavit and indemnification in form reasonably acceptable to counsel for the MergerParent stating that such stockholder has lost their certificate or certificates or that such have been destroyed, the Parent shall no longer be outstanding and shall automatically be cancelled and retired and shall cease issue to exist, and each holder of Harbrew Florida Shareholder a certificate or certificates registered in the name of such shareholder representing any such the number of shares of Capital Stock of that such stockholder shall be entitled to receive as set forth in Section 2.04 (a) hereof. Until the Dissolving Corporation certificate, certificates or affidavit is or are surrendered as contemplated by this Section 2.04 (c) hereof, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding Harbrew New York shares shall cease be deemed at and after the Effective Time to have any rights with respect thereto, except represent only the common shares of the Surviving Corporation right to be issued in consideration therefore receive upon surrender of such certificate representing as aforesaid the Capital Stock of specified in Exhibit [__] hereof for the Dissolving Corporationholder thereof. (cd) The Dissolving Corporation Parent will issue and deliver eighteen twenty seven million one hundred fifty one thousand nine hundred eighty four shares (18,000,00027,151,984) shares of its Capital Stock to the Parent Merger Sub representing Shares shares issued in exchange for one hundred percent (100%) ownership of the LLC UnitsHarbrew New York. The parent Merger Sub will then issue and deliver eighteen the twenty seven million one hundred fifty one thousand nine hundred eighty four shares (18,000,00027,151,984) of the Parent's Capital Stock, as set forth hereof in accordance with this agreement in exchange for the Dissolving Corporation's sharesall issued and outstanding shares of Harbrew New York.

Procedure for Closing. At or prior to Closing, the following will occur: (a) The LLC Unit Holders each TAG share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 per share, of the Merger Sub, which will be subsequently exchanged for one common share of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the TAG. TAG shareholders shall surrender the certificates evidencing one hundred percent (100%) of the LLC UnitsTAG shares, duly endorsed with Medallion Guaranteed stock powers attached and all Units shares of the LLC TAG issued and outstanding immediately prior to the Effective Date of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such LLC Units TAG shares shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing LLC UnitsTAG shares. (b) the TAG shares which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of TAG beneficially owned by the stockholders listed in Schedule A, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Capital Stock for each TAG share. The shareholders of the Dissolving Corporation Merger Sub shall surrender the certificates evidencing one hundred percent (100%) of the Dissolving CorporationMerger Sub's Capital Stock, duly endorsed with Medallion Guaranteed stock powers attached and all Capital Stock of the Dissolving Corporation Merger Sub issued and outstanding immediately prior to the Effective Date Time of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Capital Stock of the Dissolving Corporation shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing Capital Stock of the Dissolving Corporationexchanged for Parent Shares. (c) Promptly after the Effective Time and upon surrender of a certificate or certificates representing the TAG shares that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost their certificate or certificates or that such have been destroyed, Parent shall issue to each record holder of TAG share surrendering such certificate or certificates,, a certificate or certificates registered in the name of such stockholder representing the number of shares of Capital Stock that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 2.04 (c) hereof, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding TAG shares shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Capital Stock specified in Schedule 2.04 (b) hereof for the holder thereof. The Dissolving Corporation Parent will issue and deliver eighteen twenty-six million six hundred seventy-one thousand eight hundred seventy-five (18,000,00026,671,875) shares of its Capital Stock to the Parent Merger Sub representing Shares issued in exchange for one hundred percent (100%) of the LLC UnitsTAG shares. The parent Merger Sub will then issue and deliver eighteen twenty-six million six hundred seventy-one thousand eight hundred seventy-five (18,000,00026,671,875) of the Parent's Capital Stock, as set forth hereof in accordance with this agreement in exchange for the Dissolving CorporationMerger Sub's shares.