Common use of Specific Items to be Delivered at the Closing Clause in Contracts

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by DFTS and/or (in triplicate original): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by DFTS of the transactions contemplated by this Agreement. (ii) A certificate of the President of DCI stating that the representations and warranties of DCI set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of DCI, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of DCI to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of DFTS, (i) certifying resolutions duly adopted by the Board of Directors of DFTS, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of DFTS who are empowered to execute the foregoing documents for and on behalf of such company; (v) Certificates dated the Closing Date, signed by the Secretary of DCI, (i) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of DCI; and (ii) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (vi) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vii) Articles of Merger and Statement of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (viii) Employment Agreements with Zxxxx Xxxxxxxxxxx, Xx. and Kxxxx Xxxxxx, substantially in the form of Exhibits 7.2(e)(i) and (ii). (ix) The NMKT Series G Convertible Preferred Stock to be delivered to DFTS. (x) The License Agreement to DFTS. (xi) By DFTS, the DCI Note to NMKT in exchange for a new note from DFTS to NMKT. (b) To be delivered by Shareholders of DCI (in triplicate original): (i) Certificate or certificates representing 100% of the issued and outstanding common shares of DCI, which stock certificates shall be endorsed in favor of SKYLYNX. (ii) Fully executed Subscription Agreements substantially in the form of Exhibit 5.3. (iii) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (c) To be delivered by SKYLYNX and SAC (in triplicate original): (i) Certificate or certificates representing shares of SKYLYNX Series B and Series C Preferred, which certificates shall be issued in the names of DFTS AND ZM, respectively, and delivered in escrow under the Closing Escrow Agreement; (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by SKYLYNX and SAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of SKYLYNX Common Stock in the amounts and manner set forth in Section 5.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of SKYLYNX and SAC, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of SKYLYNX and SAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of SKYLYNX and SAC, (i) certifying resolutions duly adopted by the Board of Directors of SKYLYNX and SAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of SKYLYNX and SAC who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of SKYLYNX and SAC; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which SKYLYNX and SAC are qualified to conduct business. (v) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vi) Statement of Merger and Certificate of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (vii) The SkyLynx Convertible Note to DFTS.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by DFTS and/or ADTECH (in triplicate duplicate original): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by DFTS ADTECH of the transactions contemplated by this Agreement. (ii) A certificate of the President of DCI ADTECH stating that the representations and warranties of DCI ADTECH set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of DCIADTECH, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of DCI ADTECH to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of DFTSADTECH, (i) certifying resolutions duly adopted by the Board of Directors and Shareholders of DFTSADTECH, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of DFTS who are empowered to execute the foregoing documents for and on behalf of such company; (v) Certificates dated the Closing Date, signed by the Secretary of DCI, (i) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of DCI; and (ii) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (vi) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vii) Articles of Merger and Statement of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (viii) Employment Agreements with Zxxxx Xxxxxxxxxxx, Xx. and Kxxxx Xxxxxx, substantially in the form of Exhibits 7.2(e)(i) and (ii). (ix) The NMKT Series G Convertible Preferred Stock to be delivered to DFTS. (x) The License Agreement to DFTS. (xi) By DFTS, the DCI Note to NMKT in exchange for a new note from DFTS to NMKT. (b) To be delivered by Shareholders of DCI (in triplicate original): (i) Certificate or certificates representing 100% of the issued and outstanding common shares of DCI, which stock certificates shall be endorsed in favor of SKYLYNX. (ii) Fully executed Subscription Agreements substantially in the form of Exhibit 5.3. (iii) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (c) To be delivered by SKYLYNX and SAC (in triplicate original): (i) Certificate or certificates representing shares of SKYLYNX Series B and Series C Preferred, which certificates shall be issued in the names of DFTS AND ZM, respectively, and delivered in escrow under the Closing Escrow Agreement; (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by SKYLYNX and SAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of SKYLYNX Common Stock in the amounts and manner set forth in Section 5.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of SKYLYNX and SAC, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of SKYLYNX and SAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of SKYLYNX and SAC, (i) certifying resolutions duly adopted by the Board of Directors of SKYLYNX and SAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of SKYLYNX and SAC ADTECH who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of SKYLYNX and SACADTECH; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which SKYLYNX and SAC are the company is qualified to conduct business. (v) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vi) Statement of Merger and Certificate of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (vii) The SkyLynx Convertible Note to DFTS.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by DFTS and/or (in triplicate original):BMTS : (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by DFTS BMTS of the transactions contemplated by this Agreement. (ii) A certificate of the President of DCI BMTS stating that the representations and warranties of DCI BMTS set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of DCIBMTS, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of DCI BMTS to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of DFTSBMTS, (i) certifying resolutions duly adopted by the Board of Directors and Shareholders of DFTSBMTS, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of DFTS BMTS who are empowered to execute the foregoing documents for and on behalf of such company; ; (v) Certificates dated the Closing Date, signed by the Secretary of DCI, (iiii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of DCIBMTS; and (iiiv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (vi) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (viiv) Articles of Merger and Statement Certificate of Merger in proper form to be filed with the Secretaries Secretary of States State of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (viii) Employment Agreements with Zxxxx Xxxxxxxxxxx, Xx. and Kxxxx Xxxxxx, substantially in the form of Exhibits 7.2(e)(i) and (ii). (ix) The NMKT Series G Convertible Preferred Stock to be delivered to DFTS. (x) The License Agreement to DFTS. (xi) By DFTS, the DCI Note to NMKT in exchange for a new note from DFTS to NMKT. (b) To be delivered by Shareholders of DCI (in triplicate original):BMTS : (i) Certificate or certificates representing 100% of the issued and outstanding common shares of DCIBMTS, which stock certificates shall be endorsed in favor of SKYLYNXCET. (ii) Fully executed Subscription Agreements substantially in the form of Exhibit 5.3. (iii) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (c) To be delivered by SKYLYNX CET and SAC (in triplicate original):CETAC: (i) Certificate or certificates representing 78,994,826 shares of SKYLYNX Series B and Series C PreferredCET Common Stock, subject to adjustment provided for herein, which certificates shall be issued in the names of DFTS AND ZM, respectively, and delivered each Shareholder in escrow under the Closing Escrow Agreementnumbers set forth in Section 5.1 hereof; (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by SKYLYNX CET and SAC CETAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of SKYLYNX CET Common Stock in the amounts and manner set forth in Section 5.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of SKYLYNX CET and SACCETAC, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of SKYLYNX CET and SAC CETAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of SKYLYNX CET and SACCETAC, (i) certifying resolutions duly adopted by the Board of Directors of SKYLYNX CET and SACCETAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of SKYLYNX CET and SAC CETAC who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of SKYLYNX CET and SACCETAC; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which SKYLYNX CET and SAC CETAC are qualified to conduct business. (v) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vi) Statement Articles of Merger and Certificate of Merger in proper form to be filed with the Secretaries Secretary of States State of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (vi) Indemnity Agreement of Community Builders. (vii) The SkyLynx Convertible Note to DFTS.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by DFTS and/or (in triplicate original):L&L: (i1) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by DFTS L&L of the transactions contemplated by this Agreement. (ii2) A certificate of the President of DCI L&L stating that the representations and warranties of DCI L&L set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii3) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of DCI, L&L in form and substance reasonably satisfactory to the other party parties and its their legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of DCI L&L to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv4) Certificates dated the Closing Date, signed by the Secretary of DFTSL&L, (i) certifying resolutions duly adopted by the Board of Directors and Shareholders of DFTSL&L, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of DFTS who are empowered to execute the foregoing documents for and on behalf of such company; (v) Certificates dated the Closing Date, signed by the Secretary of DCI, (i) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of DCI; and (ii) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (vi) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vii) Articles of Merger and Statement of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (viii) Employment Agreements with Zxxxx Xxxxxxxxxxx, Xx. and Kxxxx Xxxxxx, substantially in the form of Exhibits 7.2(e)(i) and (ii). (ix) The NMKT Series G Convertible Preferred Stock to be delivered to DFTS. (x) The License Agreement to DFTS. (xi) By DFTS, the DCI Note to NMKT in exchange for a new note from DFTS to NMKT. (b) To be delivered by Shareholders of DCI (in triplicate original): (i) Certificate or certificates representing 100% of the issued and outstanding common shares of DCI, which stock certificates shall be endorsed in favor of SKYLYNX. (ii) Fully executed Subscription Agreements substantially in the form of Exhibit 5.3. (iii) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (c) To be delivered by SKYLYNX and SAC (in triplicate original): (i) Certificate or certificates representing shares of SKYLYNX Series B and Series C Preferred, which certificates shall be issued in the names of DFTS AND ZM, respectively, and delivered in escrow under the Closing Escrow Agreement; (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by SKYLYNX and SAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of SKYLYNX Common Stock in the amounts and manner set forth in Section 5.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of SKYLYNX and SAC, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of SKYLYNX and SAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of SKYLYNX and SAC, (i) certifying resolutions duly adopted by the Board of Directors of SKYLYNX and SAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of SKYLYNX and SAC L&L who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of SKYLYNX and SACL&L; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions Standing in which SKYLYNX and SAC are qualified to conduct businessNew York. (v5) All accounting books and records of L&L, VSL and NTA and such other business records as Buyer may reasonably request. (6) Certificate or certificates representing 100% of the issued and outstanding shares of Common Stock of NTA and VSL, which stock certificates shall be endorsed in favor of Buyer. (7) The resignations of all directors and officers of L&L, VSL and NTA, effective as of the Closing Escrow Agreement Date. (b) To be delivered by Shareholders: (1) Certificate or certificates representing 100% of the issued and outstanding L&L Shares, which stock certificates shall be endorsed in favor of Buyer. (2) Certificate of each Shareholder in which each states that he owns the L&L Shares free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (3) Certificate of Xxxxx Xxxxxx and Xxxxx Xxxxx confirming the accuracy, to such Shareholder's Best Knowledge, as of the Closing Date, of the representations and warranties of Shareholders set forth in this Agreement. (4) License Agreements substantially in the form of Exhibit 5.42.2. (vi5) Statement Noncompetition Agreements substantially in the form of Merger and Certificate of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective TimeExhibit 3.5(o). (vii6) Consulting Agreements, substantially in the form of Exhibits 2.3(a) and (b). (c) To be delivered by Buyer: (1) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement; and (2) The SkyLynx Convertible Note sum of Two Hundred Fifty Thousand dollars ($250,000) in cash or certified funds payable to DFTSShareholders pursuant to the provisions of Section 3.4 hereof. (3) The Note, substantially in the form of Exhibit 2.1(b) hereto.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) To be delivered by DFTS and/or Fitore (in triplicate duplicate original): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by DFTS Fxxxxx of the transactions contemplated by this Agreement. (ii) A certificate of the President of DCI Fitore stating that the representations and warranties of DCI Fitore set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of DCIFitore, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of DCI Fitore to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of DFTSFitore, (i) certifying resolutions duly adopted by the Board of Directors and Shareholders of DFTSFitore, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of DFTS Fxxxxx who are empowered to execute the foregoing documents for and on behalf of such company; ; (v) Certificates dated the Closing Date, signed by the Secretary of DCI, (iiii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of DCIFitore; and (iiiv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (vi) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (viiv) Articles of Merger and Statement of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas Florida in such form as may be required to consummate the Merger as of the Effective Time. (viiivi) Employment Agreements with Zxxxx Xxxxxxxxxxx, Xx. Txxxxx Xxxx and Kxxxx XxxxxxNxxxxx Xxxx, substantially in the form of Exhibits 7.2(e)(i) and (iiExhibit 7.2(e). (ixvii) The NMKT Series G Convertible Preferred Stock to be delivered to DFTSNon-Compete, Non-Circumvention and Non-Solicitation Agreements of Txxxxx Xxxx and Nxxxxx Xxxx substantially in the form of Exhibit 8.3(s)(1) hereto. (xviii) The License Agreement to DFTS. (xi) By DFTS, the DCI Note to NMKT in exchange for a new note from DFTS to NMKT.Confidentiality and Proprietary Rights Agreement (b) To be delivered by Shareholders of DCI Fitore (in triplicate duplicate original): (i) Certificate or certificates representing 100% of the issued and outstanding common shares of DCIFitore, which stock certificates shall be endorsed in favor of SKYLYNXVitro. (ii) Fully executed Subscription Agreements substantially in the form of Exhibit 5.3. (iii) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (c) To be delivered by SKYLYNX Vitro and SAC VAC (in triplicate duplicate original): (i) Certificate or certificates representing shares of SKYLYNX Series B and Series C Preferred, the Merger Securities which certificates shall be issued in the names of DFTS AND ZMeach Fitore Shareholder, respectively, and delivered in escrow under the Closing Escrow Agreementpro rata; (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by SKYLYNX Vxxxx and SAC VAC of the transactions contemplated by this Agreement, including, but not limited to, the issuance of SKYLYNX Vitro Common Stock in the amounts and manner set forth in Section 5.1 above; (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of SKYLYNX Vitro and SACVAC, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of SKYLYNX Vitro and SAC VAC to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of SKYLYNX Vitro and SACVAC, (i) certifying resolutions duly adopted by the Board of Directors of SKYLYNX Vitro and SACVAC, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of SKYLYNX Vitro and SAC VAC who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of SKYLYNX Vitro and SACVAC; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which SKYLYNX Vitro and SAC VAC are qualified to conduct business. (v) The Closing Escrow Agreement substantially in the form of Exhibit 5.4. (vi) Statement of Merger and Certificate of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas Florida in such form as may be required to consummate the Merger as of the Effective Time. (vi) Non-Compete, Non-Circumvention and Non-Solicitation Agreements of Txxxxx Xxxx and Nxxxxx Xxxx substantially in the form of Exhibit 8.3(s)(1) hereto. (vii) The SkyLynx Convertible Vitro Note to DFTSdiscussed in section 5.3 herein. (viii) Confidentiality and Proprietary Rights Agreement