Common use of Subsequent Closing Conditions Clause in Contracts

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cash.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are are, unless waived by the Purchaser, subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement;; and (iv) the Escrow Agent Company shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as good funds in the amount designated in the Exercise Notice. (b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Subsequent Closing are are, unless waived by such Purchaser, subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company or the occurrence of an Event of Default, or an event which, to the knowledge of the Company, with the giving of notice or the passage of time could become an Event of Default (as defined in the Note) unless waived by the Purchaser with respect to a Subsequent Closing, since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission any regulatory authority or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers Purchaser in cashgood funds.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent any subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent subsequent Closing Date date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent subsequent Closing Date date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Subsequent any subsequent Closing are are, unless waived by such Purchaser, subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent subsequent Closing Date date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent subsequent Closing Date date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a2.54(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent subsequent Closing Datedate, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers Purchaser in cashgood funds.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser to the Escrow Agent of the items hems set forth in Section 2.5(b2,5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Closims Subscription Amounts from Purchasers in cash, as designated good funds in the Exercise Noticeamount designated on such Purchaser’s signed signature page to this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company to the Escrow Agent of the items hems set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in good funds in the amount designated on such Purchaser’s signed signature page to this Agreement; and (vi) from the date hereof to the Subsequent Closing Date, trading in securities in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cash.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects respects(determined with regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case ease they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser to the Escrow Agent of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated good funds in the Exercise Noticeamount designated on such Purchaser’s signed signature page to this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company to the Escrow Agent of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in good funds in the amount designated on such Purchaser’s signed signature page to this Agreement; and (vi) from the date hereof to the Subsequent Closing Date, trading in securities in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cash.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing unless waived by Purchaser only as to such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cash.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement;; and (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as good funds in the amount designated in the Exercise Notice. (b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Subsequent Closing are are, unless waived by such Purchaser, subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company or the occurrence of an Event of Default (as defined in the Note) unless waived by the Purchaser with respect to a Subsequent Closing, since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers Purchaser in cashgood funds.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made on the Subsequent Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Purchaser to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by Purchaser to the Escrow Agent of the items set forth in Section 2.5(b) of this Agreement; (iv) following the delivery by the Company to Purchaser all items described in Section 2.5(a) above, the Escrow Agent shall have received $200,000 Subsequent Closing Subscription Amount from Purchaser in good funds in the amount designated on such Purchaser’s signed signature page to this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company to the Escrow Agent of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Escrow Agent shall have received the Subsequent Closing Subscription Amount from Purchaser in good funds in the amount designated on such Purchaser’s signed signature page to this Agreement; (vii) from the date hereof to the Subsequent Closing Date, trading in securities in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; (viii) there has not occurred an Event of Default nor an event which with the giving of notice or the passage of time could be or become an Event of Default; (ix) the full unqualified completion of the Fan Pass Intellectual Property Software and technology as described on Schedule 2.6(b)(ix); and (vix) not later than nine (9) months after the Initial Closing Date, the Company shall will have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated filed a registration statement on Form S-1, Form 10 or such Exercise Notices from such other form acceptable to Purchasers in cashorder to register the shares of Common Stock of Fan Pass, Inc. pursuant to the terms and time frames described on Exhibit H pursuant to Section 12(g) of the Exchange Act.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing at least an aggregate of $500,000 in Subscription Amounts from Purchasers in cash, as designated in addition to such amounts received in connection with the Exercise NoticeInitial Closing. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices executed signature pages to this agreement from Purchasers showing an agreement to purchase at least an aggregate of $500,000 of Shares and Warrants hereunder and the Escrow Agent shall have received the at least an aggregate of $500,000 in corresponding Subscription Amounts designated on such Exercise Notices from such Purchasers in either cash, Surrendered Notes or a combination thereof.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser to the Escrow Agent of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated good funds in the Exercise Noticeamount designated on such Purchaser’s signed signature page to this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company to the Escrow Agent of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in good funds in the amount designated on such Purchaser’s signed signature page to this Agreement; (vii) from the date hereof to the Subsequent Closing Date, trading in securities in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (viviii) there has not occurred an Event of Default nor an event which with the Company shall have received Exercise Notices and giving of notice or the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cashpassage of time could be or become an Event of Default.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as good funds in the amount designated in the Exercise Notice. (b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Subsequent Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company Escrow Agent shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cashgood funds.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made on the Subsequent Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Purchaser to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the delivery by the Company to Purchaser all items described in Section 2.5(a) above. (b) The respective obligations of the Purchaser hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company to the Purchaser of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in securities in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) there has not occurred an Event of Default nor an event which with the Company shall have received Exercise Notices and giving of notice or the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cashpassage of time could be or become an Event of Default.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of effect a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made on the Subsequent Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Purchaser required to be performed at or prior to the Subsequent Closing Date shall have been performed; and (iii) the delivery by Purchaser of the items set forth in Section 2.5(b) of this Agreement. (b) The respective obligations of Purchaser hereunder to effect the Subsequent Closing, unless waived by such Purchaser, only as to such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities hostilities, pandemic or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; andMergeco Shares, Series A Preferred Stock and Warrants; (vi) the Company Auditor shall certify to Purchasers that, calculated in accordance with GAAP, the Company has had for each of two consecutive thirty (30) day periods commencing on the Note Closing Date gross sales of merchandise from recurring sales in the Ordinary Course of not less than $1,200,000 which sales have a gross margin of not less than fifteen percent (15%); (vii) the Company shall have received Exercise Notices achieved and provided proof that as of at least one day during the period commencing 30 calendar days after the Note Closing Date and until fifty (50) days thereafter the Company achieved not fewer than 75,000 unique followers on Facebook, Instagram and TikTok; (viii) the Company shall have delivered to Purchasers the Audited Financial Statements with certification from the Company Auditor that the Audited Financial Statements satisfy as of the Subsequent Closing Date the requirements of Form S-1 and Regulation S-X under the Securities Act for filing of Form S-1 as of the Subsequent Closing Date; (ix) the individuals identified on Schedule 2.6(b)(ix) hereto shall have been appointed Chief Executive Officer and Chief Financial Officer of Mergeco and hold those positions as of the Subsequent Closing Date; (x) the individuals identified on Schedule 2.6(b)(x) hereto shall have been appointed directors of Mergeco and hold those positions as of the Subsequent Closing Date; (xi) the agreement between Cxxxxxx Xxxxxxxx and the Escrow Agent Company annexed hereto as Exhibit I pursuant to which Mx. Xxxxxxxx will serve as Chief Operating Officer of Mergeco as of the Subsequent Closing Dates is in full force and effect; (xii) Mergeco shall have received adopted the Subscription Amounts designated Stock Option Plan; and (xiii) The Company and Mergeco shall have merged pursuant to DGCL Section 264 into a single entity with Mergeco being the surviving entity and Mergeco’s certificate of incorporation and bylaws being the certificate of incorporation and byLaws of the merged entity (the “Merger”); and effective upon the closing of the Merger, each Member Interest and Member Interest Equivalent shall have converted into Mergeco Common Stock and Mergeco Common Stock Equivalents as set forth on such Exercise Notices from such Purchasers in cashSchedule 2.6(b)(xvii) hereto.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser to the Escrow Agent of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from all Purchasers in cash, as designated good funds in the Exercise Noticeamount designated on such Purchaser’s signed signature page to this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met, any or all of which may be waived by a Purchaser only for such Purchaser: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) the delivery by the Company to the Escrow Agent of the items set forth in Section 2.5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in good funds in the amount designated on each such Purchaser’s signed signature page to this Agreement; (vi) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (vii) there has not occurred an Event of Default nor an event which with the giving of notice or the passage of time could be or become an Event of Default; (viii) during the period commencing six months after the Initial Closing Date, and ending not later than ten days before the date of the Subsequent ClosingClosing Notice, the closing bid price of the Common Stock as reported by Bloomberg L.P. for the principal Trading Market shall have been $0.25 or greater for twenty (20) consecutive Trading Days with average daily trading volume of 300,000 shares of Common Stock during such twenty (20) Trading Days; and (viix) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cashMilestone has occurred.

Subsequent Closing Conditions. Purchaser's obligation to purchase and ----------------------------- otherwise accept Lease Contracts and related Equipment from Seller on any Subsequent Closing Date (aother than the Existing Trust Assets) The obligations shall be subject to the satisfaction (or waiver by Purchaser with the consent of the Company hereunder Controlling Party) on such Subsequent Closing Date of the following conditions precedent (references in this Section 2.04 to "Xxxx of Sale and Assignment", "Lease ------------ Contracts" and "Equipment" shall be deemed to refer to the Xxxx of Sale and Assignment to be executed by Seller in connection with the such Subsequent Closing are subject to Date and the following conditions being met:other Lease Contracts and Equipment covered by such Xxxx of Sale and Assignment): (i) 1. The Pooling and Servicing Agreement, the accuracy Purchase Agreement, the Capital Contribution Agreement and the Insurance Agreement shall be in full force and effect. 1. The representations and warranties of Seller in the Principal Agreements shall be true and correct in all material respects on and as of the Subsequent Closing Date of with the same effect as though such representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate had been made on and as of such date); (ii) , and Seller shall have complied with all obligations, covenants the agreements and agreements of each Purchaser satisfied all the conditions under this Agreement required the Principal Agreements in all material respects on its part to be performed or satisfied at or prior to the Subsequent Closing Date Date. 1. One or more Bills of Sale and Assignment properly executed by Seller and confirming the prior conveyance to Purchaser of the Existing Trust Assets and related Equipment, and/or conveying to Purchaser the other Lease Contracts, the related Equipment and other rights and interests, shall have been performed in all material respects;delivered to Purchaser. (iii) the delivery by each Purchaser of the items 1. All conditions to closing as set forth in Section 2.5(b) 2.03 and ------------ Section 2.04 of this Agreement; (iv) the Escrow Agent Purchase Agreement shall have received Subsequent Closing Subscription Amounts from Purchasers in cashbeen fulfilled, as designated in the Exercise Notice. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case ------------ extent they shall may be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or fulfilled prior to the Subsequent Closing Date shall have been performed; (iii) the delivery performance by the Company Purchaser of the items set forth in Section 2.5(a) of its obligations under this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (vi) the Company shall have received Exercise Notices and the Escrow Agent shall have received the Subscription Amounts designated on such Exercise Notices from such Purchasers in cash.

Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respectsperformed; (iii) the delivery by each Purchaser to the Escrow Agent of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated good funds in the Exercise Noticeamount designated on such Purchaser’s signed signature page to this Agreement; and (v) from the date hereof to the Subsequent Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing. (b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed; (iii) a Going Public Event shall have timely occurred; (iv) the delivery by the Company to the Escrow Agent of the items set forth in Section 2.5(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (vvi) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in good funds in the amount designated on such Purchaser’s signed signature page to this Agreement; (vii) from the date hereof to the Subsequent Closing Date, trading in securities in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; and (viviii) the Company shall have received Exercise Notices will amend its Certificate of Incorporation and bylaws as reasonably requested by the Purchasers to conform to the forms of certificates of incorporation and bylaws generally employed by Ontario corporations anticipating to be public companies listed or traded on a Trading Market, including, as and if permitted by law, elimination of control share restrictions, anti-takeover/poison pill provisions, and the Escrow Agent shall have received requirement that any of the Subscription Amounts designated on such Exercise Notices from such Purchasers in cashdirectors of the Company must be Canadians or that a Canadian resident director attend all meetings of the board of directors of the Company.

Subsequent Closing Conditions. Trustee's obligation to ----------------------------- accept Lease Contracts and issue Certificates to or upon the order of Seller on a Subsequent Closing Date and Purchaser's obligation to purchase such Certificates shall be subject to the satisfaction (or waiver by Trustee, the Controlling Party and Purchaser) on such Subsequent Closing Date of each of the conditions set forth in Section 2.03 ------------ and the following conditions precedent (references in this Section 2.04 to "Sale ------------ Assignment" and "Lease Contracts" shall be deemed to refer to the Sale Assignment to be executed by Seller in connection with such Subsequent Closing Date and the Lease Contracts covered by such Sale Assignment): (a) The obligations On or before each Subsequent Closing Date, Seller and Rockford shall deliver or cause to be delivered the following documents to Trustee, the Controlling Party and Purchaser; (i) An Officer's Certificate of Seller substantially in the Company hereunder form of Exhibit "C" and an Officer's Certificate of Rockford substantially in the ---------- form of Exhibit "D" (or, in either or both cases, an Officer's Certificate ----------- satisfactory to Purchaser and the Controlling Party stating that the statements made in the Officer's Certificate delivered in connection with the later of the Initial Closing Date or the most recent Subsequent Closing are subject to the following conditions being met: (i) the accuracy in all material respects true and complete as if made on and as of the Subsequent Closing Date of Date, and that the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such dateinstruments attached thereto have not been replaced or modified); (ii) [Intentionally Omitted]; (iii) [Intentionally Omitted]; (iv) [Intentionally Omitted]; (v) [Intentionally Omitted]; (vi) The Lease Schedule for the Lease Contracts and the related Lease Files; (vii) An Officer's Certificate of Servicer stating that the Lease Contracts and Lease Files have been delivered to Trustee, and that Servicer has marked the Lease Management System and other physical records of the Lease Contracts to the effect that, as to the Lease Contracts, Seller has sold and assigned all obligationsof its right, covenants title and agreements interest therein to the Trust; (viii) A Xxxx of Sale and Assignment properly executed by Rockford conveying the Lease Contracts and related Equipment to Seller; (ix) Releases and UCC-3 termination statements executed by any existing lender(s) as to the Lease Contracts and Equipment covered thereby; (x) A Sale Assignment properly executed by Seller and conveying the Lease Contracts to Trustee for the benefit of the Certificateholders and Bond Insurer (or, with respect to the Existing Trust Assets, reconfirming the prior conveyance of the Existing Trust Assets to the Trust); (xi) Secretary's Certificate of Seller covering the resolutions adopted by its Board of Directors as to the Sale Assignment and the incumbency and signatures of the officers of Seller signing the Sale Assignment; (xii) With respect to Vehicles owned by the Seller, Seller (A) shall have delivered to Trustee, Certificates of Title or Applications for Certificates of Title, and (B) shall deliver to Trustee within ninety (90) days of such Closing Date, original Certificates of Title for such Vehicles; and (xiii) With respect to Vehicles in which Seller has a security interest, Seller (A) shall have delivered to Trustee, vehicle lien applications necessary to perfect the Trust's security interest in such Vehicles, and (B) shall deliver to Trustee within ninety (90) days of such Closing Date Certificates of Title with respect to such Vehicles naming Trustee as first lienholder. (b) No Servicer Default on the part of Rockford shall have occurred and be continuing as provided (and defined) in Section 9.01 of the Pooling and ------------ Servicing Agreement, other than a Servicer Default that is waived in writing by the Controlling Party and Purchaser. (c) The Equipment and Lease Purchase Agreement, Pooling and Servicing Agreement, the Letter of Credit Reimbursement Agreement, the Lockbox Agreements, the Insurance Agreement and Capital Contribution Agreement shall remain in full force and effect. (d) Trustee shall certify that Trustee or its agent shall have received, and shall hold in trust pursuant to the Pooling and Servicing Agreement, all documents, instruments and other assets required by the Pooling and Servicing Agreement to be delivered to Trustee with respect to and on behalf of the Trust as of the Subsequent Closing Date, including the original executed counterpart of each Lease Contract identified in the related Lease Schedule. Such Lease Files shall have been delivered to the Trustee for inspection at least three Business Days before the Subsequent Closing Date. (e) The representations and warranties of Seller in the Principal Agreements and in any Officer's Certificate delivered to Trustee, the Controlling Party or Purchaser in connection therewith shall be true and correct in all material respects on and as of the Subsequent Closing Date, with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have complied with all the agreements and satisfied all the conditions under this the Principal Agreements and the Capital Contribution Agreement required in all material respects on its part to be performed or satisfied at or prior to the Subsequent Closing Date shall have been performed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement; (iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise NoticeDate. (bf) The respective obligations representations and warranties of Rockford in the Purchasers hereunder Principal Agreements and in any Officer's Certificate delivered to Trustee, the Controlling Party or Purchaser in connection with the Subsequent Closing are subject to the following conditions being met: (i) the accuracy therewith shall be true and correct in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made on and on as of the Subsequent Closing Date of Date, with the same effect as though such representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate had been made on and as of such date); (ii) , and Rockford shall have complied with all obligations, covenants the agreements and agreements of satisfied all the Company conditions under this the Principal Agreements and the Capital Contribution Agreement required in all material respects on its part to be performed or satisfied at or prior to the Subsequent Closing Date Date. (g) Seller and Rockford shall have been performed;paid or shall have made arrangements for payment of all taxes, fees and governmental charges, if any, in connection with the sale of the Lease Contracts and related Equipment by Rockford to Seller under the Equipment and Lease Purchase Agreement, the assignment of the Lease Contracts and its interest in the Equipment and other rights and interests by Seller to the Trust under this Agreement and the issuance of the Certificates. (iiih) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement; (iv) there There shall have been no Material Adverse Effect occurrence which would, in Purchaser's or the Controlling Party's reasonable judgment, have a material adverse effect on (i) the assets, liabilities, financial condition, business or operations of Rockford or Seller from the facts represented or warranted under the Principal Agreements, or (ii) the ability of Rockford or Seller to meet its obligations under the Principal Agreements. (i) No change shall have occurred in any law, rule or regulation that would prohibit the consummation of any transaction contemplated hereby, that would impose limits on the amount of Certificate Interest that the Certificateholders may legally receive or that would impose a tax or levy (other than tax on gross or net income, franchise tax or tax with respect to the Company since ownership of the date hereof;Certificates or the Trust Assets) on the Certificates or payments received in respect of the Certificates. (vj) No action, proceeding or investigation shall have been instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, agency or authority to set aside, restrain, enjoin or prevent the consummation of any transaction contemplated hereby or seeking material damages against Trustee, the Trust, Purchaser, Bond Insurer or the Certificateholders in connection with the transactions contemplated by the Principal Agreements. (k) Seller shall have delivered to Trustee, the Controlling Party and Purchaser an Officer's Certificate of Seller and Servicer confirming (i) the deposit in the Investment Account of all funds received with respect to the Lease Contracts from the date hereof applicable Cut-Off Date to the Subsequent Closing Date, trading in and (ii) that the Common Stock shall not have been suspended by Available Amount equals or exceeds the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior Minimum LOC Amount (calculated after giving effect to the conveyance of the Lease Contracts to be conveyed to the Trust and the issuance of the related Class A Certificates and Class B Certificates on such Subsequent Closing Date), trading and Trustee shall have delivered to Purchaser and the Controlling Party a certificate of a Responsible Officer confirming the amounts so indicated by Seller and Servicer in securities generally as reported such Officer's Certificate. (l) No final judgment shall have been rendered against Rockford or any of its Affiliates in an amount greater than $100,000 which is not covered by Bloomberg L.P. insurance or which, within 30 days after the entry of such judgment, is not discharged or execution thereof stayed pending appeal, or which is not discharged within 60 days after the expiration of such stay. (m) No event of default (or event which, with the giving of notice or the lapse of time, or both, would constitute an event of default) shall have occurred and be continuing under any loan or credit agreement given by Rockford or any of its Affiliates in connection with any single credit facility extended to Rockford or any of its Affiliates which has at the time an outstanding principal balance of $100,000 or more. (n) The cumulative Discounted Lease Contract Balance of all Lease Contracts under which the Equipment consists of Vehicles shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by exceed 7% of the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing; andAggregate Discounted Lease Contract Balance. (vio) The Net Worth Requirement shall be satisfied. (p) Seller or Rockford shall pay or reimburse Purchaser and Bond Insurer for all unreimbursed or unpaid costs and expenses incurred by Purchaser in connection with the Company Principal Agreements and the transactions contemplated thereby. (q) Purchaser and the Controlling Party shall have received Exercise Notices a true and complete copy of Rockford's and Seller's most recent financial statements (whether or not audited). (r) No more than 2.5% of the Escrow Agent shall have received Aggregate Discounted Lease Contract Balance is attributable to Lease Contracts with Lessees located in Puerto Rico, and no more than 2.0% of the Subscription Amounts designated on such Exercise Notices from such Purchasers Aggregate Discounted Lease Contract Balance is attributable to Lease Contracts with Lessees located in cashCanada.