Common use of Seller Closing Deliverables Clause in Contracts

Seller Closing Deliverables. At the Closing, the Seller shall deliver to the Purchaser: (a) a certified true copy of the resolutions passed by the board of directors of the Target Company approving and authorizing: (i) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactions.

Seller Closing Deliverables. At the ClosingConcurrently with this Agreement, the Seller shall deliver to the Purchaser: (a) a certified true copy Xxxx of Sale evidencing conveyance from Seller to Purchaser of the resolutions passed tangible personal property included in the Assets, in the form attached as Exhibit C hereto, duly executed by Seller; (b) an Assignment and Assumption Agreement effecting the board of directors assignment to and assumption by Purchaser of the Target Company approving Assigned Contracts, in the form attached as Exhibit E hereto, duly executed by Seller; (c) assignments transferring to Purchaser all of Seller’s right, title and authorizinginterest in and to the Intellectual Property Assets, in the forms attached as Exhibit F, duly executed by Seller; (d) any and all other documents necessary or desirable for the transfer to Purchaser and proper recordation of ownership of the Assets, in form and substance satisfactory to Purchaser, each as duly executed by Seller; (e) consulting agreements, duly executed by each of the Key Individuals, effective as of the Closing Date; (f) an acknowledgment, waiver and release, as executed by: (i) each Member and holder of any convertible securities listed on Schedule 5.2(f)(i), in the Transactions, including the transfer of all the Company Shares to the Purchaserform attached as Exhibit D hereto; (ii) the cancellation Persons identified on Schedule 5.2(f)(ii) confirming that, upon payment of old share certificate(s) in respect of no more than the Company Shares issued in the amount specified next to such Person’s name of on Schedule 5.2(f)(ii), no amounts will be due or owing to such Person by the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructionsrelated releases of claims by such Persons, bank mandates and/or authorized signatoriesin each case, as may be required by the in a form satisfactory to Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) evidence satisfactory to Purchaser of the executed resignation letter duly executed release by any Person who held a security interest in the Seller in respect Assets of his or her resignation from all positions and offices held with any Group Company with effect from Encumbrances on the Closing DateAssets; (h) duly executed consents, in form and substance satisfactory to Purchaser, of all Governmental Entities and other Persons that are required (i) for the consummation of the transactions contemplated by this Agreement or (ii) in order to prevent a breach of, or a default under or a termination of any Assigned Contract; (i) a certificate of the Secretary of State of the state of Delaware, dated as of a recent date, as to the due formation and good standing of the Seller and listing all documents of the Seller on file with said Secretary; (j) a certificate of the Secretary of the Seller, dated as of the Closing Date and certifying on behalf of Seller: (A) that attached thereto is a true, correct and complete copy of each Transaction Document of the organizational documents of Seller, as in effect on the date of such certification; and (other than B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Seller’s managers and Members authorizing the execution, delivery and performance of the sale, transfer and delivery of the Assets, this Agreement and the transactions contemplated hereby and that all such resolutions are still in full force and effect; (k) the letter from Merck acknowledging the assignment by Seller to Purchaser of the Merck License Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (Bl) such other Closing documents or certificates as shall Purchaser may reasonably be required by the Purchaser and its counsel to consummate the Transactionsrequire.

Seller Closing Deliverables. At the Closing, the Seller shall deliver deliver, or cause to be delivered, to Purchaser the Purchaserfollowing items: (a) each Ancillary Agreement to which Seller or any of its Affiliates is a certified true copy party, duly executed by a duly authorized representative of Seller or such Affiliate, as applicable, and each document, if any, required to be delivered to Purchaser by Seller or any of its Affiliates in accordance with the provisions of any Ancillary Agreement, duly executed by a duly authorized representative of Seller or such Affiliate, as applicable; (b) each document required to be delivered to Purchaser by Seller pursuant to Article VII; (c) copies of each Seller’s Consent obtained by Seller with respect to the sale and purchase of the resolutions passed by Purchased Assets or the board consummation of directors of the Target Company approving and authorizing: (i) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in with respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessaryany Purchased Project Contract or Purchased Permit; (ivd) subject evidence, in form and substance reasonably satisfactory to the transfer Purchaser, demonstrating that Seller has obtained all of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the PurchaserSeller’s Regulatory Approvals and Seller’s Required Consents; (ve) Seller’s affidavit and gap indemnity agreement, in substantially the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Companyform attached hereto as Exhibit D, and replacing them with new instructions, bank mandates and/or authorized signatories, as any other documents and instruments that may be required by the Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company SharesTitle Insurer, duly executed by the a duly authorized representative of Seller in favor and dated as of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesClosing; (f) the original share a certificate issued in the name and affidavit of non-foreign status of Seller pursuant to Section 1445 of the Purchaser Code, in respect substantially the form attached hereto as Exhibit E, duly executed by a duly authorized representative of all Seller (or Seller’s tax parent Affiliate, as applicable) and dated as of the Company SharesClosing; (g) a receipt, in substantially the executed resignation letter form attached hereto as Exhibit H, duly executed by a duly authorized representative of Seller, acknowledging Seller’s receipt of the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from Purchase Price less the Closing Date;Escrow Amount; and (h) a copy of each Transaction Document (such other than this Agreement)documents and instruments reasonably required by Purchaser to consummate the Transactions, duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documentsa duly authorized representative of Seller, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactionsextent required.

Seller Closing Deliverables. At the Closing, the Seller shall deliver or cause to be delivered to Buyer: i. certificates representing the Shares, free and clear of all Encumbrances, duly endorsed to Buyer or accompanied by duly executed stock powers; ii. an executed consulting agreement in a form satisfactory to Buyer in its sole and absolute discretion between the Company and Dxxx Xxxxx (the “Glass Consulting Agreement”), substantially in the form attached hereto as Exhibit B and incorporated herein; iii. all consents and approvals relating to the Purchaser: Company and/or the Subsidiaries required to be obtained from the any Governmental Authority and from third parties under Contracts (a) a certified true copy of the resolutions passed by the board of directors of the Target Company approving and authorizing: (i) the Transactionsas hereinafter defined), including but not limited to those consents listed and described on Schedule 2.03(a)(iii) hereto; iv. except as set forth in Schedule 2.03(a)(iv), the transfer written release of all the Company Shares Encumbrances (other than Encumbrances for Taxes not yet due and payable) relating to the Purchaser; (ii) the cancellation of old share certificate(s) in respect assets of the Company Shares issued or of any Subsidiary or the Shares, in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stampedeither case, the entry of the name of the Purchaser into the Register of Members as executed by the holder of all or parties to each such Lien, in form and substance satisfactory to Buyer and its counsel; v. an executed security agreement pursuant to which Buyer agrees that the Shares shall serve as collateral in the event of Buyer’s non-performance under the Purchase Note (the “Security Agreement”), substantially in the form attached hereto as Exhibit C incorporated herein; vi. evidence that the collector automobiles listed and described on Schedule 2.03(a)(vi) have been transferred from the Company Shares to Seller in his individual capacity; vii. a certificate of good standing, or equivalent certificate, for the Company, dated within ten (10) Business Days (as hereinafter defined) of the Closing Date, issued by the appropriate Government Authority; viii. all share transfer books, minute books and the making of such other entries into other corporate records of the Target Company as may be necessary;Company; and (iv) subject to ix. a copy, certified by the transfer Secretary of the Company Shares being duly stampedto be true, the issuance of new share certificate(s) in respect of all the Company Shares in the name complete and correct as of the Purchaser; (v) the appointment Closing Date, of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts constituent documents of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy resolutions of the resolutions passed by all the shareholders of the Target Company approving stockholders and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (or other than the Target Company) as may be necessary to approve and authorize: (i) the resignations governing body of the existing directorsCompany, officers, legal representatives, and/or supervisors of each Group Company (other than authorizing and approving the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactionstransactions contemplated hereby.

Seller Closing Deliverables. At the Closing or prior to the Closing, the Sellers and Seller shall deliver Agent (as applicable) will deliver, or cause to the Purchaserbe delivered, to each Buyer and Buyer Agent: (a) a certified true copy an executed counterpart to each of the resolutions passed by Transaction Agreements (including any Confirmations with respect to Transactions being entered into on the board of directors of the Target Company approving and authorizing: (iEffective Date) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaserwhich it is a party; (b) a certified true copy counterpart of the resolutions passed Guaranty executed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the PurchaserGuarantor; (c) a certified true copy certificate of the resolutions passed by the board of directors and/or shareholders Secretary or an Assistant Secretary of each Group Company (other than Seller, dated the Target Company) Effective Date, certifying as may be necessary to approve and authorize: (i) the resignations incumbency of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment officers of such directorsSeller executing the Transaction Agreements, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) (A) with respect to CHS, there having been no change to CHS’s articles of incorporation and bylaws delivered to Buyer Agent as Exhibit B and Exhibit C, as applicable, to the Assistant Secretary’s Certificate delivered on behalf of CHS on July 18, 2017, and (B) with respect to CHS Capital, there having been no change to CHS Capital’s articles of organization delivered to Buyer Agent as Exhibit B to the Secretary’s Certificate delivered on behalf of CHS Capital on July 18, 2017; and (iii) copies of all existing instructions, bank mandates and/or authorized signatories to all bank accounts corporate approvals and consents of each Group Company (other than the Target Company)such Seller that are required by it in connection with entering into, and replacing them with new instructionsthe exercise of its rights and the performance of its obligations under, bank mandates and/or authorized signatories, as may be required by the PurchaserTransaction Agreements; (d) originals a customary legal opinion or opinions of Xxxxxx & Xxxxxxx LLP, in form and substance satisfactory to Buyer Agent and each Buyer, with respect to each Seller and the old share certificate(s) in respect Guarantor opining on existence, due authorization and execution, absence of all conflicts with Organizational Documents and with certain material agreements (including, for the Company Shares issued in avoidance of doubt, the name Securitization Facility Documents and the Credit Facility Documents), binding nature of the Sellerobligations, absence of violations of Applicable Law, absence of consents under Applicable Law and validity and perfection of security interests; (e) a standard form of transfer favorable bring-down opinion as to true sale and bought non-consolidation matters with respect to the CHS Parties and sold notes in respect of all the Company Shares, duly executed transactions contemplated by the Seller Securitization Facility Documents, delivered in favor accordance with Section 6 of the PurchaserSecuritization Amendment and including each Buyer and Buyer Agent, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesan addressee thereof; (f) results of a UCC lien search with respect to each Seller for the original share certificate issued in State where such Seller is organized as of a date not more than thirty (30) days prior to the name of the Purchaser in respect of all the Company Shares;Closing; and (g) fully prepared UCC-1 financing statements reflecting the executed resignation letter duly executed security interests granted by each Seller under the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this applicable Master Repurchase Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactions.

Seller Closing Deliverables. At or prior to the Closing, the Seller shall deliver to the PurchaserBuyer: (a) a certified true copy of the resolutions passed certificate(s) evidencing the Purchased Shares owned by the board of directors of the Target Company approving Seller, free and authorizing: (i) the Transactions, including the transfer clear of all Encumbrances, other than the Company Permitted Equity Encumbrances, and stock powers, in form and substance reasonably satisfactory to Buyer, duly executed by Seller to transfer the Purchased Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserBuyer; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving duly completed and authorizing the Transactionsexecuted IRS Form W-9, including the transfer of all the Company Shares in form and substance reasonably satisfactory to the PurchaserBuyer, from Seller; (c) a certified true copy of the resolutions passed Escrow Agreement, duly executed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserSeller; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company SharesPPP Escrow Agreement, duly executed by the Seller PPP Borrower and the PPP Escrow Agent, provided that the foregoing shall not be required if the Pre-Closing Forgiveness Condition has been satisfied; (i) written approval from the PPP Lender for the Transactions and any ancillary agreements contemplated hereby (which approval is in favor form and substance satisfactory to Buyer), and (ii) evidence of the Purchaser, together with a working sheet signed by a director filing of the Target Company computing PPP Loan Forgiveness Application (including all required supporting documentation) with the net asset value per share of PPP Lender, which PPP Loan Forgiveness Application shall include a request to treat all information as confidential, in each case, provided that the Company and/or such other document(s) as may foregoing shall not be prescribed from time to time by required if the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesPre-Closing Forgiveness Condition has been satisfied; (f) each Guaranty contemplated by the original share certificate issued Owners Agreement in the name form attached as Exhibit A to the Owners Agreement, duly executed under seal by each of the Purchaser in respect of all Owners, together with such Owner’s original signature pages thereto, and such other agreements as may be required to be delivered pursuant to the Company SharesOwners Agreement; (g) the executed resignation letter Put/Call Agreement in the form attached as Exhibit C (the “Put/Call Agreement”), duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing DateSeller; (h) an agreement, in the form prepared by Buyer, pursuant to which Seller agrees to (and to cause each Permitted Transferee and any other Person to whom Buyer Preferred Shares have been transferred in a copy private sale) consent to and vote the Buyer Preferred Shares in favor of each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than an amendment to Buyer’s certificate of incorporation to increase the Purchaser)number of authorized shares of preferred stock from 5,000,000 shares to 15,000,000 shares; and (i) (A) all such other documents, certificates and instruments or certificates required to be delivered by the Seller as Buyer reasonably requests and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall are reasonably be required by the Purchaser and its counsel necessary to consummate the Transactions.

Seller Closing Deliverables. At the Closing, the Seller shall deliver deliver, or cause to be delivered, to Buyer the Purchaserfollowing: (a) a certified true copy of the resolutions passed by of the board of directors directors, managers or other governing body of Seller authorizing the execution and delivery of the Target Company approving Agreement and authorizing: (i) the consummation of the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy of duly completed and executed IRS Form W-9 from Seller (or, if Seller is a disregarded entity, the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaserentity that is treated as owning Seller’s assets for federal income Tax purposes); (c) a certified true copy of the resolutions passed Assignment and Assumption Agreement duly executed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserSeller; (d) originals a copy of the old share certificate(s) in respect Bill of all the Company Shares issued in the name of the Seller;Sale duly executed by Xxxxxx; 165530988v21 (e) a standard form copy of transfer and bought and sold notes in respect of all the Company Shares, Project Leaseback Agreement duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesSeller; (f) the original share certificate issued in the name a copy of the Purchaser in respect of all the Company SharesSolar Renewable Energy Certificates Agreement duly executed by NJRES; (g) a copy of the executed resignation letter Transition Services Agreement duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing DateSeller; (h) a copy of each Transaction Document evidence reasonably satisfactory to Buyer that (i) all lease agreements, and all security interests, indebtedness or Liens (other than this AgreementPermitted Liens) created or granted on any Acquired Asset shall have been irrevocably discharged, released or terminated (including by the filing of uniform commercial code termination statements), (ii) all of the Acquired Assets owned by Seller as “lessor” have been irrevocably transferred to Seller, as of the Closing Date, free and clear of all Liens other than Permitted Liens; and (iii) any and all intercompany loans have been irrevocably discharged in full; (i) evidence reasonably satisfactory to Buyer that the Project Contracts to which Seller or an Affiliate thereof is a party have been terminated or assigned to Buyer or a Subsidiary, as applicable; (j) the Limited Guaranty duly executed by NJRC; (k) documentation reasonably satisfactory to Buyer that all parties listed thereto Acquired Assets have been assigned to Seller by NJR Clean Energy Ventures Corporation, an Affiliate of Seller; (other than the Purchaser)l) a duly completed and executed New Jersey Division of Taxation Form ST-4 Sales Tax Exempt Use Certificate; and (im) (A) all such other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall Buyer may reasonably be required by the Purchaser request and its counsel are reasonably necessary to consummate the TransactionsTransactions contemplated by this Agreement.

Seller Closing Deliverables. At the Closing, the Seller shall deliver to the PurchaserBuyer: (ai) a certified true stock power or other instruments of transfer duly executed by Xxxxxx; (ii) all corporate records of the Company, including without limitation all stock records, shareholders records, minute books, and recording of proceedings of the Company; (iii) a certificate executed by the Company’s secretary (or equivalent officer), dated as of the Closing Date, including (1) a copy of the resolutions passed by of the board of directors of Seller authorizing the Target Company approving execution, delivery and authorizing: performance of this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby, as certified as being current and complete, (i2) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect a copy of the Company Shares issued Company’s certificate of incorporation, as amended, as in the name effect as of the Seller; Closing, and (iii3) subject to the transfer a copy of the Company Shares being duly stamped, the entry Company’s bylaws in effect as of the name of the Purchaser into the Register of Members Closing, as the holder of all the Company Shares certified as being current and the making of such other entries into other corporate records of the Target Company as may be necessarycomplete; (iv) subject to a good standing certificate issued by (1) the transfer Secretary of State of the Company Shares being duly stampedState of Delaware, and (2) the issuance Maryland State Department of new share certificate(sAssessments and Taxation, each dated no more than fifteen (15) in respect of all days before the Company Shares in the name of the PurchaserClosing; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required Net Working Capital Certificate executed by the Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (evi) a standard form resignations, effective as of transfer and bought and sold notes in respect the Closing, of all those officers of the Company Sharesas requested by Xxxxx; (vii) evidence of the termination of: (1) all Affiliate transactions of the Company, and (2) all transactions requested by Buyer prior to Closing, each of (1) and (2) in full without any consideration or further liability to the Company and in a form and substance reasonably acceptable to Buyer; (viii) the Rollover Agreement, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesXxxxxx; (fix) reasonably suitable documentation for the original share certificate issued in the name control of all bank and other financial accounts of the Purchaser in respect of all the Company SharesCompany, as prescribed by Xxxxx; (gx) an employment agreement between Buyer and each Business Employee, upon terms and conditions reasonably satisfactory to the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Dateparties thereto; (hxi) a copy Transition Services Agreement between Seller and Buyer (or an Affiliate of each Transaction Document Buyer), substantially in the form attached as Exhibit E (other than this the “Transition Services Agreement”), duly executed by all parties listed thereto (other than the Purchaser)Seller; and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (Bxii) such other documents or certificates and agreements to effectuate the transactions contemplated by this Agreement as shall Buyer may reasonably be required by the Purchaser and its counsel to consummate the Transactionsrequest.

Seller Closing Deliverables. At the Closing, the Seller Sellers shall deliver to the PurchaserBuyer each of the following: (a) a certified true copy duly executed resignations of the resolutions passed all officers, managers and directors of Metalex, JHDM and Xxxxx DM as requested by the board of directors of the Target Company approving and authorizing: (i) the Transactions, including the transfer of all the Company Shares Buyer to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject Sellers prior to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserClosing; (b) a certified true copy constructive possession of the resolutions passed by all the shareholders Records of JHDM and Xxxxx DM and actual possession of the Target Company approving and authorizing records of Metalex other than the Transactions, including records of Metalex that are not located at the transfer of all Metalex facility which Sellers or Sellers’ counsel shall deliver to Buyer or Buyer’s counsel after the Company Shares to the PurchaserClosing; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: of: (i) the resignations entry of the existing directors, officers, legal representatives, and/or supervisors partners’ registry book (Libro de Registro de Socios) of each Group Company (other than Xxxxx DM evidencing the Target Company) sale of the Minority Xxxxx DM Securities to MHIG pursuant to the terms and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaserconditions hereof; and and (ii) the change partners’ meeting resolutions of all existing instructions, bank mandates and/or authorized signatories Xxxxx DM dated prior to all bank accounts the Closing unanimously approving the transfer of each Group Company (other than the Target Company), Minority Xxxxx DM Securities and replacing them with new instructions, bank mandates and/or authorized signatoriesadmitting MHIG as a partner of Xxxxx DM; and to waive their rights of first refusal to acquire the Minority Xxxxx DM Securities, as may be required by the Purchaserapplicable; (d) originals a copy of: (i) the entry of the old share certificate(spartners’ registry book (Libro de Registro de Socios) in respect of all JHDM evidencing the Company Shares issued in the name sale of the SellerMajority JHDM Securities to Xxxxxx Global and the Minority JHDM Securities to MHIG pursuant to the terms and conditions hereof; and (ii) the partners’ meeting resolutions of JHDM dated prior to the Closing unanimously approving the transfer of the JHDM Securities and admitting Xxxxxx Global and MHIG as partners of JHDM; and to waive their rights of first refusal to acquire JHDM Securities, as applicable; (e) a standard form original corporate books of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesXxxxx DM; (f) the original share certificate issued in the name corporate books of the Purchaser in respect of all the Company SharesJHDM; (g) the executed resignation letter duly executed a certificate of status or good standing for Metalex issued by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Dateappropriate Governmental Body; (h) a copy certificate from an officer of each Transaction Document Seller, in a form reasonably satisfactory to the Buyer, setting forth the resolutions of the board of directors or other governing body, as applicable, of each Seller authorizing the execution of this Agreement and all Ancillary Agreements to which each Seller is a party and taking of all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (i) a certificate from an officer or attorney-in-fact of each Target Company, in a form reasonably satisfactory to the Buyer, attaching and certifying as to the Organizational Documents of each Target Company, as appropriate, and setting forth the resolutions of the manager, board of directors or other than this governing body, as applicable, of each Target Company authorizing the execution of all Ancillary Agreements to which each Target Company is a party and the taking of all actions deemed necessary or advisable to consummate the transactions contemplated therein; (j) an escrow agreement, (the “Indemnification Escrow Agreement”), duly executed by all parties listed thereto JI; (k) a duly executed payoff letter from each holder of Closing Indebtedness identified on the Closing Statement with an asterisk (*) evidencing that, upon receipt of a specified amount, such Closing Indebtedness shall be satisfied in full and committing to provide appropriate termination statements or other than documents to release any Satisfied Liens held by such holder; (l) a transition services agreement by and between Xxxxxx Global and JI to be dated as of the PurchaserClosing Date (the “TSA”), duly executed by JI; (m) the Foreign Transfer Agreements, duly executed by JI and JIH, as applicable; (n) an assignment of units with respect to the Metalex Securities, duly executed by JI, in form and substance reasonably satisfactory to the Buyer; (o) certificates of non-foreign status of JI and JIH complying with the Treasury Regulations promulgated under Section 1445 of the Code; and (ip) the Indemnification Agreement (A) all other documentsthe “Indemnification Agreement”), instruments or certificates required to be delivered duly executed by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1Xxxxx Industries, and Inc., a Delaware corporation (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactions“JII”).

Seller Closing Deliverables. At the Closing, the Seller shall deliver deliver, or cause to be delivered, to Buyer the Purchaserfollowing: (a) a certified true copy of the resolutions passed by of the board of directors directors, managers or other governing body of Seller authorizing the execution and delivery of the Target Company approving Agreement and authorizing: (i) the consummation of the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy of duly completed and executed IRS Form W-9 from Seller (or, if Seller is a disregarded entity, the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaserentity that is treated as owning Seller’s assets for federal income Tax purposes); (c) a certified true copy of the resolutions passed Assignment and Assumption Agreement duly executed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserSeller; (d) originals a copy of the old share certificate(s) in respect Bill of all the Company Shares issued in the name of the SellerSale duly executed by Xxxxxx; (e) a standard form copy of transfer and bought and sold notes in respect of all the Company Shares, Project Leaseback Agreement duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesSeller; (f) the original share certificate issued in the name a copy of the Purchaser in respect of all the Company SharesSolar Renewable Energy Certificates Agreement duly executed by NJRES; (g) a copy of the executed resignation letter Transition Services Agreement duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing DateSeller; (h) a copy of each Transaction Document evidence reasonably satisfactory to Buyer that (i) all lease agreements, and all security interests, indebtedness or Liens (other than this AgreementPermitted Liens) created or granted on any Acquired Asset shall have been irrevocably discharged, released or terminated (including by the filing of uniform commercial code termination statements), (ii) all of the Acquired Assets owned by Seller as “lessor” have been irrevocably transferred to Seller, as of the Closing Date, free and clear of all Liens other than Permitted Liens; and (iii) any and all intercompany loans have been irrevocably discharged in full; (i) evidence reasonably satisfactory to Buyer that the Project Contracts to which Seller or an Affiliate thereof is a party have been terminated or assigned to Buyer or a Subsidiary, as applicable; (j) the Limited Guaranty duly executed by NJRC; (k) documentation reasonably satisfactory to Buyer that all parties listed thereto Acquired Assets have been assigned to Seller by NJR Clean Energy Ventures Corporation, an Affiliate of Seller; (other than the Purchaser)l) a duly completed and executed New Jersey Division of Taxation Form ST-4 Sales Tax Exempt Use Certificate; and (im) (A) all such other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall Buyer may reasonably be required by the Purchaser request and its counsel are reasonably necessary to consummate the TransactionsTransactions contemplated by this Agreement.

Seller Closing Deliverables. At the Closing or prior to the Closing, the Sellers and Seller shall deliver Agent (as applicable) will deliver, or cause to the Purchaserbe delivered, to Buyer: (a) a certified true copy an executed counterpart to each of the resolutions passed by Transaction Agreements (including any Confirmations with respect to Transactions being entered into on the board of directors of the Target Company approving and authorizing: (iEffective Date) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaserwhich it is a party; (b) a certified true copy counterpart of the resolutions passed Guaranty executed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the PurchaserXxxxxxxxx; (c) a certified true copy certificate of the resolutions passed by the board of directors and/or shareholders Secretary or an Assistant Secretary of each Group Company (other than Seller, dated the Target Company) Effective Date, certifying as may be necessary to approve and authorize: (i) the resignations incumbency of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment officers of such directorsSeller executing the Transaction Agreements, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change attached copies of CHS’s certificate of incorporation, by-laws or other Organizational Documents, and (iii) attached copies of CHS Capital’s certificate of formation, limited liability company agreement or other Organizational Documents; and (iv) copies of all existing instructions, bank mandates and/or authorized signatories to all bank accounts corporate approvals and consents of each Group Company (other than the Target Company)Seller that are required by it in connection with entering into, and replacing them with new instructionsthe exercise of its rights and the performance of its obligations under, bank mandates and/or authorized signatories, as may be required by the PurchaserTransaction Agreements; (d) originals a customary legal opinion or opinions of Xxxxxx & Xxxxxxx LLP, in form and substance satisfactory to Buyer, with respect to each Seller and the old share certificate(s) in respect Guarantor opining on existence, due authorization and execution, absence of all conflicts with Organizational Documents and with certain material agreements (including, for the Company Shares issued in avoidance of doubt, the name Securitization Facility Documents and the Credit Facility Documents), binding nature of the Sellerobligations, enforceability, absence of violations of Applicable Law, absence of consents under Applicable Law and validity and perfection of security interests; (e) results of a standard form of transfer and bought and sold notes in UCC lien search with respect of all the Company Shares, duly executed by the to each Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose State where such Seller is organized as of assessing a date not more than thirty (30) days prior to the stamp duty payable on a transfer of sharesClosing; (f) fully prepared UCC-1 financing statements reflecting the original share certificate issued in security interests granted by each Seller under the name of the Purchaser in respect of all the Company Sharesapplicable Master Repurchase Agreement; (g) payment of all upfront fees due pursuant to the executed resignation letter duly executed by Fee Letter and the Seller in respect fees and expenses of his or her resignation from all positions and offices held with any Group Company with effect from Xxxxx’s counsel incurred prior to the Closing Date;Closing; and (h) a copy of pro-forma Portfolio Report, as agreed upon between each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the TransactionsXxxxx.

Seller Closing Deliverables. At or prior to the Closing, Sellers shall have delivered or caused to be delivered to Buyer the Seller shall deliver to the Purchaserfollowing: (a) all consents and approvals, in a certified true copy form satisfactory to Buyer, set forth on Schedule 5.1(a); (b) a certificate from each Seller, dated as of the Closing Date, duly executed by an officer of such Seller, certifying as to (i) the resolutions passed approved by the board of directors of such Seller authorizing the Target Company approving execution, delivery and authorizing: (i) performance by such Seller of this Agreement and each other Acquisition Agreement to which it is party and the Transactions, including consummation of the transfer transactions contemplated by this Agreement and each of all the Company Shares other Acquisition Agreements to the Purchaser; which it is party and (ii) the cancellation of old share certificate(s) in respect names and signatures of the Company Shares issued in the name officers of the Seller; (iii) subject such Seller authorized to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares execute this Agreement and the making of other Acquisition Agreements and the other documents to be delivered by such Seller under this Agreement and the other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the PurchaserAcquisition Agreements; (c) a certified true copy certificate of good standing of each Seller, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the resolutions passed by the board State of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserDelaware; (d) originals of the old share certificate(s) in a duly executed IRS Form W-9 with respect of all the Company Shares issued in the name of the to each Seller; (e) a standard form evidence of transfer and bought and sold notes in respect the termination, as of the Closing, of all Liens, except Permitted Liens, on the Company SharesPurchased Assets, duly executed by the Seller each in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time form and substance reasonably satisfactory to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesBuyer; (f) an executed pay-off letter and UCC-3 termination statements and other Lien terminations or releases, each in form and substance reasonably satisfactory to Buyer, from the original share certificate issued Sellers’ lender under its outstanding senior secured notes, evidencing satisfaction in the name of the Purchaser in respect full of all such Indebtedness and the Company Sharestermination or release of all Liens on the Purchased Assets related to such Indebtedness (the “Payoff Letters”); (g) certificates of title (or similar documents) with respect to any vehicles or other equipment included in the executed resignation letter duly executed by Purchased Assets for which a certificate of title is required in order to transfer title; (h) a flash drive with a copy of all documents and other materials contained in the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from Data Room as it existed at 11:59 p.m. Eastern Time on the day that is one (1) Business Day immediately prior to the Closing Date; (hi) a copy of each Transaction Document an assignment and assumption agreement, in the form attached hereto as Exhibit A (other than this the “Assignment and Assumption Agreement”), duly executed by all parties listed thereto the applicable Sellers; (other than j) a bill of sale, in the Purchaserform of Exhibit B attached hereto (the “Bill of Sale”), duly executed by Xxxxxxx; (k) the production and fulfillment agreement, in the form attached hereto as Exhibit C (the “Production and Fulfillment Agreement”), duly executed by the applicable Seller; (l) the transition services agreement, in the form attached hereto as Exhibit D (the “TSA”), duly executed by Xxxxxxx; (m) the intellectual property license agreement, in the form attached hereto as Exhibit E (the “Retail License Agreement”), duly executed by the applicable Seller; (n) the technology license agreement, in the form attached hereto as Exhibit F (the “Technology License Agreement”), duly executed by the applicable Seller; (o) the Warrant Agreement, duly executed by Blue Apron Holdings; (p) a registration rights agreement, in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by Blue Apron Holdings; (q) a sublease agreement for the Linden Facility, in the form attached hereto as Exhibit I (the “Linden Sublease”), duly executed by Blue Apron; (r) a sublease agreement for the Richmond Facility, in the form attached hereto as Exhibit J (the “Richmond Sublease”), duly executed by Blue Apron; (s) an estoppel certificate duly executed by the Linden Landlord; (t) an estoppel certificate duly executed by the Richmond Landlord; and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (Bu) such other documents or certificates instruments of sale, transfer, conveyance and assignment as shall Buyer reasonably be required by request for the Purchaser purpose of consummating the purchase and its counsel to consummate sale of the TransactionsPurchased Assets and the assumption of the Assumed Liabilities.

Seller Closing Deliverables. At the Closing, the Seller shall deliver the following items to the PurchaserPurchaser at Closing: (a) a certified true 1.6.1 A duly executed copy of the resolutions passed this Agreement; 1.6.2 A duly executed unanimous written consent by the board Board of directors Directors of the Target Company approving and authorizing: (i) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies holders of the majority of the voting capital stock of the Seller approving the transactions contemplated by this Agreement; 1.6.3 All of the Assets purchased, or in the case of Seller’s Intellectual Property or other intangible assets, such instruments as are necessary or desirable to document and transfer title to such Assets from Seller to Purchaser; provided, however, that all Intellectual Property shall be delivered to Purchaser by electronic means and, provided, further, that all tangible Assets will be transferred to Purchaser at a later date as determined and agreed by Purchaser and Seller and any computers or other tangible assets will have all Seller proprietary information removed prior to the transfer; 1.6.4 Executed counterparts of one or more assignments of Trademarks, Patents and/or other Intellectual Property rights in forms satisfactory to Purchaser covering Intellectual Property described in Schedule 1.1.1, in a form sufficient for recordation with the appropriate governmental body; 1.6.5 Any and all certificates of title relating to personal property included within the Assets as set forth on Schedule 1.1.2; 1.6.6 All necessary consents for the Assigned Contracts listed on Schedule 1.1.3. 1.6.7 Such other bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment, reasonably satisfactory in form to Purchaser and its counsel, as shall be necessary to consummate the transfer and sale of the Assets provided for in this Agreement and to assure Purchaser of ownership and enjoyment of the Assets; 1.6.8 A certificate signed a duly authorized officer of the Seller that the representations and warranties of Seller as set forth under Article II herein are true and correct as of the Closing pursuant to Section 9.1, and (B) such Date. 1.6.9 Such other documents or certificates instruments as shall Purchaser may reasonably be required by request of Seller to carry out the Purchaser and its counsel to consummate the Transactionsintent of this Agreement.

Seller Closing Deliverables. At or prior to the Closing, the Seller Sellers shall deliver or cause to be delivered to the Purchaser (or the Purchaser’s designated Affiliate), the following: (a) a certified true copy of the resolutions passed by the board of directors of the Target Company approving duly executed IRS Form W-9 certifying that each Seller and authorizing: (i) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares Promissory Note Payee is a U.S. person and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaseris exempt from backup withholding; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares duly executed counterpart to the Purchasereach Ancillary Agreement; (c) a certified true copy duly executed copies of all consents, waivers and approvals required to be obtained by the Sellers with respect to the consummation of the resolutions passed by transactions contemplated hereby, including the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaseritems set forth in Schedule 4.03; (d) originals duly executed copies of a consent and waiver in the form attached hereto as Exhibit A (the “Consent and Waiver”) executed by the owners of at least 90% of the old share certificate(s) in respect outstanding shares of all the Company Shares issued in the name Series D Preferred Stock of the SellerStella Diagnostics; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed Consent and Waiver or payoff letter, as applicable, in the form attached hereto as Exhibit B (each, “Payoff Letter”) executed by the Seller each holder of a Promissory Note identified in favor Annex J (excluding, for clarity, any holder for whom such Promissory Note has a principal amount of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares$5,000 or less); (f) the original share certificate issued duly executed invention assignment agreements in the name form attached hereto as Exhibit C (the “Invention Assignment Agreement”) from each of the Purchaser in respect of all the Company SharesService Providers; (g) the executed resignation letter duly executed by IP Assignments in the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Dateforms attached hereto as Exhibit D; (h) a copy of each Transaction Document duly executed support agreement in the form attached hereto as Exhibit F (other than this the “Support Agreement), ”) duly executed by the owners of at least 90% of the outstanding shares of voting stock of Stella Diagnostics; (i) a letter issued by Pxxxxxxxxx PC, Sellers’ external intellectual property counsel (“Seller Counsel”), confirming that Seller Counsel has reviewed the Technology Transfer Package and confirms that the Technology Transfer Package contains the step-by-step process and all parties listed thereto information reasonably necessary for the production, manufacture and commercialization of the Products, and stating that the Purchaser is a third-party beneficiary of such letter entitled to rely on the contents thereof (other than the Purchaser“Seller Counsel Letter”); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller at and the Group Companies at or prior subject to the Closing pursuant Closing, the Sellers shall deliver the Technology Transfer Package to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the TransactionsPurchaser.

Seller Closing Deliverables. At the Closing, the Seller shall deliver to Purchaser, or cause to be delivered to Purchaser by the PurchaserOther Sellers, as applicable, the following: (a) a certified true copy counterpart of the resolutions passed Assignment and Assumption Agreement duly executed by the board of directors of the Target Company approving Seller and authorizing: each Other Seller (i) the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares other than any Other Seller that has executed and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaserdelivered a Local Transfer Agreement); (b) a certified true copy counterparts of the resolutions passed by all the shareholders such other instruments of the Target Company approving assignment and authorizing the Transactionsassumption, including quitclaim deeds, bills of sale, title affidavits, and other instruments or documents, in form and substance reasonably acceptable to Seller and Purchaser, as may be necessary to effect the transfer of all the Company Shares Transferred Assets consisting of Transferred Intellectual Property, tangible personal property, owned Real Property and leased Real Property to Purchaser, duly executed by the Purchaserappropriate Seller Parties; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders Local Transfer Agreement in respect of each Group Company (other than Seller Party incorporated in a Specified Jurisdiction duly executed by such Seller Party, but solely to the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of extent all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company)required Consents from, and replacing them filings with new instructionsand notices to, bank mandates and/or authorized signatories, as may be required by the PurchaserGovernment Entities in such Specified Jurisdiction have been obtained or made; (d) originals a counterpart of each of the old share certificate(s) in respect of all Ancillary Agreements, duly executed by the Company Shares issued in the name of the Sellerappropriate Seller Parties; (e) a standard form with respect to the Transferred Subsidiary, approval certificate and business licenses confirming Purchaser or one or more Purchaser Assigns as the new owner of transfer and bought and sold notes in respect of all the Company Transferred Shares, duly executed by the Seller in favor and other appropriate instruments and documents necessary to transfer such Transferred Shares to Purchaser, and written resignations from each of the Purchaser, together with a working sheet signed by a director officers and directors of the Target Company computing the net asset value per share Transferred Subsidiary effective as of the Company and/or such other document(s) as may be prescribed from time Closing Date, but solely to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesextent all required Consents from, and filings with and notices to, applicable Government Entities have been obtained or made; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than the Purchaserto be delivered pursuant to Section 8.3(c); and (ig) (A) all other documentsa duly executed FIRPTA certificate meeting the requirements under Treasury Regulation section 1.1445-2, instruments or certificates required to be delivered by the certifying that Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1is not a foreign Person, and (B) such other documents or certificates as shall that is in a form reasonably be required by the Purchaser and its counsel satisfactory to consummate the TransactionsPurchaser.

Seller Closing Deliverables. At the Closing, the Seller shall deliver deliver, or cause to be delivered, to Buyer the Purchaserfollowing in form and substance reasonably satisfactory to Buyer: (a) Bills of sale, assignments, endorsements and other documents of title (including titles for all vehicles endorsed for transfer) and other good and sufficient instruments of conveyance and transfer, as are effective to vest Buyer with full, complete and marketable right, title and interest in and to the Acquired Assets (including the Acquired Contracts), free and clear of all Encumbrances (other than Permitted Encumbrances), including assignments of Acquired Intellectual Property (such as a domain name assignment agreement). (b) A certificate of the secretary of Seller attaching (i) a certificate of good standing of Seller, dated not more than ten (10) days prior to the Closing Date, from the Secretary of State of Texas and from each jurisdiction in which Seller is qualified to do business; (ii) a correct and complete copy of the certificate of formation of Seller, certified true by the Secretary of State of Texas as of a date not more than ten (10) days prior to the Closing Date; (iii) a correct and complete copy of the resolutions passed by the board of directors of the Target Company approving governing body of Seller authorizing the execution and authorizing: (i) delivery of this Agreement and each other Transaction Documents to which Seller is a party and the consummation of the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; ; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, a correct and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true complete copy of the resolutions passed by all the shareholders of the Target Company approving and equityholders of Seller authorizing the Transactionsexecution and delivery of this Agreement, including the transfer of all the Company Shares if applicable; and (v) incumbency and specimen signature certificates with respect to the Purchaser;officers of Seller. (c) a certified true copy All Consents with respect to the Transactions as are required to ensure that all Acquired Contracts and Permits necessary to the Business of Seller will continue in full force and effect without any change or modification after the consummation of the resolutions passed Transactions. (d) The Escrow Agreement, duly executed by Seller. (e) Customary documentation setting forth the board amount of directors and/or shareholders and procedure for paying off in full any Indebtedness and Seller Transaction Expenses outstanding as of Closing, in each Group Company case required to secure the release of all Encumbrances, if any, on the Acquired Assets (other than the Target CompanyPermitted Encumbrances) and terminate all U.C.C. financing statements, if any, filed in connection therewith. (f) Forms of such instruments, documents or filings as may be necessary to approve effect the changes of Seller’s registered and authorize:assumed names as described in Section 8.8, to be filed by Seller in accordance with Section 8.8. (g) A certificate of non‑foreign status pursuant to Treasury Regulations Section 1.1445‑2(b)(2) from Seller. (h) To the extent practicable, such other Acquired Assets as shall be capable of physical delivery. (i) An Employment Agreement with M. Xxxxx Xxxxxx in the resignations form attached hereto as Exhibit B, and an Employment Agreement with each of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) Xxxx Xxxxxx and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated Xxxxx Xxxxx in a form mutually agreed by the Purchaser; andparties thereto, each duly executed by the applicable individual (each, an “Employment Agreement” and together, the “Employment Agreements”). (iij) A Xxxx of Sale and Assignment and Assumption Agreement with respect to the change of all existing instructionsAcquired Assets, bank mandates and/or authorized signatories to all bank accounts of each Group Company Assumed Liabilities and Acquired Contracts (other than “Assignment and Assumption Agreement”) in the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, form attached hereto as may be required by the Purchaser;Exhibit C. (dk) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company SharesA Restrictive Covenant Agreement, duly executed by 1MC, in the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) form attached hereto as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares;Exhibit D. (fl) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this Agreement)An Investment Representation Letter, duly executed by all parties each of the Seller’s equity holders listed thereto (other than in the Purchaser); andLetter of Direction, in the form attached hereto as Exhibit E. (im) Evidence of termination of that certain Management Services Agreement, dated as of December 31, 2013, by and between 1MC and Seller, and a waiver and release by 1MC of all its rights thereunder. (An) Evidence of termination of that certain Employment Agreement, dated as of December 31, 2013, by and between M. Xxxxx Xxxxxx and Seller, and a waiver and release by SCS of all other documentsits rights thereunder. (o) Evidence of the resignation by M. Xxxxx Xxxxxx from the management board of RSVP Loans, instruments LLC. (p) Evidence that no Key Employee directly or certificates required indirectly owns any equity securities of Knila IT Solutions, an entity organized under the laws of India. (q) An intellectual property assignment agreement in form and substance reasonably acceptable to be delivered Buyer by and between 1MC and SCS transferring all intellectual property held by 1MC related to the Business and the Acquired Assets from 1MC to SCS; (r) Evidence of the termination of that certain Independent Contractor Agreement by and between 1MC and Xxxxx She dated as of February 29, 2016; (s) An Independent Contractor Agreement by and between the Seller and the Group Companies at or prior Xxxxx She in a form reasonably acceptable to the Closing pursuant to Section 9.1, and Buyer; (Bt) such Such other documents or certificates and instruments as Buyer shall reasonably be required by the Purchaser and its counsel request in order to consummate the Transactions.

Seller Closing Deliverables. At the Closing, the Seller shall deliver have, on or prior to the PurchaserClosing Date, delivered each of the following to Buyer, any of which may be waived in a writing, duly executed by the appropriate parties: (a) a certified true copy transfer forms effecting the transfer of the Interests to Buyer in form and substance reasonably satisfactory to Buyer and duly executed by Seller; (b) written evidence in form and substance reasonably satisfactory to Buyer that the guarantees of each of the Acquired Companies in favor of Xxxxxx Xxxxxxx & Co. Incorporated pursuant to the Guaranty and Collateral Agreement (as defined in the Credit Agreement) have been released and terminated; (c) written evidence in form and substance reasonably satisfactory to Buyer that the security interests granted by each of the Acquired Companies with respect to their assets to Xxxxxx Xxxxxxx & Co. Incorporated, and the pledge of the Interests by Seller, pursuant to the Guaranty and Collateral Agreement (as defined in the Credit Agreement), have been terminated; (d) UCC-3 Termination Statements in form and substance reasonably satisfactory to Buyer to be filed subsequent to the Closing with the Minnesota Secretary of State with respect to the termination of the security interests of Xxxxxx Xxxxxxx & Co. Incorporated (and any other secured creditor of record) in the assets of the Acquired Companies; (e) one or more certificates, validly executed by the Secretary or the Chief Manager of each of the Acquired Companies, and dated as of the Closing Date, certifying as to: (A) the terms and effectiveness of each of its respective Charter Documents; (B) the resignations of each governor and manager of each of the Acquired Companies, and (C) a Certificate of Good Standing from the Minnesota Secretary of State with respect to each of the Acquired Companies dated not more than thirty (30) prior to the Closing Date; (f) a certificate, validly executed by the Secretary of Seller, and dated as of the Closing Date, certifying as to: (A) the terms and effectiveness of Seller’s Certificate of Incorporation and Bylaws, (B) the valid adoption of resolutions passed by of the board of directors of the Target Company Seller approving this Agreement and authorizing: the consummation of the transactions contemplated hereby and herein, and (iC) a Certificate of Good Standing from the Transactions, including the transfer Delaware Secretary of all the Company Shares State with respect to the Purchaser; Seller dated not more than thirty (ii30) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject prior to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser DirectorClosing Date; and (vig) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, Books and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; Records (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Companycopies thereof), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from the Closing Date; (h) a copy of each Transaction Document (other than this Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactions.

Seller Closing Deliverables. At the Closing (or prior to the Closing, if specified below), Seller(s) and the Seller shall Company, as applicable, will deliver to Buyer and Parent the Purchaserfollowing: (a) a certified true copy of the resolutions passed by the board of directors of the Target Company approving and authorizing: (i) the Transactions, including the transfer of all executed assignments in customary form transferring the Company Shares Interests to the Purchaser; (ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller; (iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary; (iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the PurchaserBuyer; (b) a certified true copy certificate of existence and good standing for the Company from the Secretary of the resolutions passed by all Department of State for the shareholders Commonwealth of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the PurchaserPennsylvania; (c) all Closing Approvals (as hereinafter defined) marked with an asterisk in Schedule 3.05 and Schedule 4.04 (the “Required Closing Approvals”) in forms satisfactory to Buyer and the Sellers’ Representative in each of their reasonable discretion; (d) at least one Business Day prior to the Closing Date, a certified true copy funds flow prepared in good faith by the Company in accordance with the Company LLC Agreement setting forth, in reasonable detail, (i) the Company’s estimate of the resolutions passed Excluded Liabilities, (ii) an update to Exhibit B (setting forth revised numbers and percentages, including each Seller’s revised indemnification percentage (which percentage will be determined by dividing the aggregate amount of consideration received by such Seller by the board Aggregate Consideration) after taking into account the Company’s estimate of directors and/or shareholders the Excluded Liabilities at Closing) and (iii) payment instructions with respect to each of each Group Company the cash payments set forth therein (the “Funds Flow”); (e) payoff letters providing for or other similar written evidence of, in a form satisfactory to Buyer in its reasonable discretion, the release of all Encumbrances (other than Permitted CI Encumbrances) on or relating to the Target Company Interests, if any; (f) a certificate of an officer of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the managers of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) that attached thereto are true and complete copies of the Company’s certificate of formation and the Company LLC Agreement, and that all such documents are in full force and effect, and (iii) as may the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Documents to which it is a party; (g) a certificate of an officer or if there are no officers a duly authorized person of each of Canna Research LLC and Chi-Town CPTA LLC certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the governing body of such Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and (ii) the names and signatures of the authorized persons of such Seller authorized to sign this Agreement and the other documents to be necessary to approve and authorize:delivered hereunder; (h) an executed Lockup Agreement from each Seller; (i) an executed Exchange Agreement from each Seller; (j) a consulting agreement with Buyer (or the resignations Company), in form and substance reasonably satisfactory to Buyer and such other person, executed by each of (k) if requested by Buyer in writing prior to Closing, resignations, effective as of the existing directorsClosing, officersof the following officers and managers of the Company: ; (l) if requested by Buyer in writing prior to Closing, legal representatives, and/or supervisors evidence in form and substance reasonably satisfactory to Buyer that the arrangements comprising the Member Compensation (as defined in Schedule 3.09(a)) have been terminated; (m) Seller; (n) a properly prepared and executed IRS Form W-9 of each Group the Company and each (other than o) a CD-Rom or thumb drive containing electronic copies of all documents in the Target Company) and the appointment electronic data site as of such directors, officers, legal representatives and/or supervisors as may be nominated by the PurchaserClosing; and (iip) the change such other customary instruments of all existing instructionstransfer, bank mandates and/or authorized signatories assumption, filings or documents, in form and substance reasonably satisfactory to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatoriesBuyer, as may be required by the Purchaser; (d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller; (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computing the net asset value per share of the Company and/or such other document(s) as may be prescribed from time to time by the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of shares; (f) the original share certificate issued in the name of the Purchaser in respect of all the Company Shares; (g) the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with give effect from the Closing Date; (h) a copy of each Transaction Document (other than to this Agreement), duly executed by all parties listed thereto (other than the Purchaser); and (i) (A) all other documents, instruments or certificates including those required to be delivered by the Seller and the Group Companies at or prior to the Closing pursuant to under Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactions7.02.

Seller Closing Deliverables. At the Closing, the Seller shall and shall direct the Company to deliver or cause to be delivered to the Purchaser: (a) a certified true copy copies of the duly adopted board resolutions passed by the board of directors of the Target Company Seller approving the transactions contemplated hereby and authorizing: (i) any other relevant documents required or necessary for the Transactions, including the transfer of all the Company Shares to the Purchaser; (ii) the cancellation of old share certificate(s) in respect consummation of the Company Shares issued transactions contemplated hereby in accordance with the name existing Charter Documents of the Seller; (iiib) subject a copy of the duly adopted board resolutions of the Company approving, amongst others, the transactions contemplated hereby and any other relevant documents required for the consummation of the transactions contemplated hereby in accordance with the existing Charter Documents of the company, the appointment of the Purchaser’s nominees as director(s) of the Company, the resignation of Xxxxx Xx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxx and Xxxxxx Xxxxxxx as directors of the Company, instructing the registered office provider of the Company to update the register of members of the Company to reflect the transfer of the Company Shares being duly stamped, to the entry Purchaser and the register of directors of the name Company to reflect the new composition the board of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessarydirectors at Closing; (ivc) subject to a signed instrument of transfer in respect of the transfer of the Company Shares being duly stamped, the issuance in favour of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser; (v) the appointment of the Purchaser Director; and (vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser; (c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize: (i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and (ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser; (d) originals of the old original share certificate(s) in respect of all for the Company Shares issued in the name of the Seller(or an indemnity for any lost share certificate(s)); (e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor copy of the Purchaserregister of members of the Company, together with a working sheet signed dated as of the Closing Date and duly certified by a director of the Target Company computing or the net asset value per registered share registrar of the Company, evidencing that the Purchaser is the record owner of the Company and/or such other document(s) Shares as may be prescribed from time to time by of the Inland Revenue Department of Hong Kong for the purpose of assessing the stamp duty payable on a transfer of sharesClosing Date; (f) the original share certificate issued in the name a signed letter of the Purchaser in respect resignation from each of all the Company SharesXxxxx Xx, Xxxx Xxxxxxxxx, Xxxx Xxxx and Xxxxxx Xxxxxxx resigning at Closing, as a director of each Target, as applicable; (g) a certificate of good standing of the executed resignation letter duly executed by the Seller in respect of his or her resignation from all positions and offices held with any Group Company with effect from dated no earlier than 7 Business Days before the Closing Date; (h) a copy of each Transaction Document (other than this the Original SPA Termination Agreement), duly executed by all the Seller; (i) a copy of the Amendment to the JVIA Termination Agreement, executed by the Seller; (j) a copy of the Transition Services Agreement, executed by each of the parties listed thereto (other than the Purchaser); and (ik) (A) all other documents, instruments or certificates required to be delivered by the Seller and the Group Companies a signed letter of resignation from Xx Xxxxxxxxx resigning at or prior to the Closing pursuant to Section 9.1, and (B) such other documents or certificates as shall reasonably be required by the Purchaser and its counsel to consummate the Transactionsexecutive director of China OpCo.