Closing Deliverables At the Closing: (i) Each Seller will deliver to Buyer either (i) the certificates representing all of the Shares owned by such Seller, duly endorsed in blank or with appropriate stock powers with respect thereto duly endorsed in blank, or (ii) if such certificates are not available at Closing, stock powers for such unavailable certificates, duly endorsed in blank. All certificates will be delivered to Buyer no later than ten (10) days following the Closing. If any certificates cannot be located, such Seller will deliver to the Buyer, no later than ten (10) days following the Closing, an affidavit of such Seller reasonably satisfactory to Buyer stating that the certificates representing all of the Shares owned by such Seller have been lost, stolen or otherwise cannot be located. (ii) The Company will deliver to Buyer evidence that the officers and directors of the Company in office immediately prior to the Closing have resigned as officers and directors of the Company effective as of the Closing, unless otherwise requested by Buyer; excluding Jxxxxx Xxxxxxxxx, who shall have entered into an employment agreement with the Company. (iii) The Company will deliver to Buyer evidence that the Shares can be transferred from the Sellers to Buyer free from any rights of first refusal, registration rights, rights of co-sale or other restrictions or conditions relating to transfer of the Shares. (iv) The Company will deliver to Buyer evidence that all options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock have been terminated. (v) The Company will deliver to Buyer a Release Agreement in the form of Exhibit B duly executed by each Company Equityholder who is not also a Seller. (vi) The Company will deliver to Buyer a certificate executed by the authorized person of the Company certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors and shareholders of the Company authorizing this Agreement and the transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer. (vii) The Company will deliver to Buyer a certificate of the State of Delaware dated reasonably close to the Closing Date, as to the legal existence and good standing of Company in Delaware. (viii) The Trust will deliver to Buyer its duly executed governing instrument(s). (ix) The Trust will deliver to Buyer a certificate executed by its trustee, certifying the satisfaction by the Company of the conditions specified in Section 5 and certifying as to the truthfulness, completeness and accuracy of attached copies the Trust Documents (as defined below) authorizing this Agreement and the transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer. (x) Buyer shall issue and deliver to the Trust for the benefit of the Sellers the Equity Consideration.