Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary certificate of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as Chief Executive Officer of the Closing Date is no more than 7,694,000 shares Company certifying the satisfaction of Parent Common Stockthe matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (96) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective the board of directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (73) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (94) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent’s 's and Acquisition Corp.’s 's respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Statement of Merger, the Certificate of Merger Merger, the Certificate of Amendment and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the articles or certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and Agreement, the Certificate of Merger Merger, the Certificate of Merger, the Certificate of Amendment and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificatecertificate of Computershare Trust Company, dated Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the Closing Date, executed by the Secretary a true and complete list of the Parentnames and addresses of the record owners of all of the outstanding shares of Parent Common Stock, setting forth that together with the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stockheld by each record owner. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation resignations of Xxxxxxxx Exxxxx Xxxxxx, Xx. as sole a director and officer of Parent, with the officer resignation to take effect at the Effective Time Time, with the appointment of Hxxx X. Xxxxxxxxxx, III, as President and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares CEO of Parent Common Stock owned by Xxxxxxxx and Sxxxxx Xxxxx as CFO, Treasurer, and Secretary of Parent, to take effect at the Effective Time, and with the resignation of Exxxxx Xxxxxx, Xx. as director to take effect upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (6) A resolution of the Board of Parent, effective as of the Effective Time, appointing Hxxx X. Xxxxxxxxxx, III as a director of Pubco. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states of incorporation Delaware and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in as of a recent date of the states good standing and corporate existence of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returnsAcquisition Corp. issued by the Secretary of State of Delaware. (9) No more than 19% of the Stockholders of the Company shall have voted against the Merger or shall have demanded or exercised their appraisal rights pursuant Section 262 of the DGCL. (10) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Investor shall have received copies of the followingfollowing supporting documents (in form and substance satisfactory to the Investor): (a) certificates of the Secretary of State of the State of Delaware, dated as of a recent date as to the due incorporation or formation and good standing of the Company and listing all documents of the Company on file with said Secretary; (b) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next Business Day preceding the Closing Date as to the continued good standing of the Company; (c) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date and certifying: (1i) Copies that attached thereto is a true, correct and complete copy of the Certificate of Incorporation of the Company as in effect on and as of the Closing Date (which shall be in form and substance satisfactory to the Investor) and that no action has been taken or is proposed to be taken by or on the part of the Company to amend or modify the same in any respect or to liquidate, dissolve or wind up the affairs of the Company; (ii) that attached thereto is a true, correct and complete copy of the By-laws of the Company as in effect on and as of the Closing Date (which shall be in form and substance satisfactory to the Investor) and that no action has been taken or is proposed to be taken by or on the part of the Company to amend or modify the same in any respect; (iii) that attached thereto are true, correct and complete copies of all resolutions adopted by the Board of Parent’s Directors (and Acquisition Corp.’s respective board of directors any committees thereof) and the sole stockholder stockholders of Acquisition Corp., certified by their respective Secretaries, the Company authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreementthe Documents to which the Company is or will be a party and the issuance, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the namessale, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger Shares (which resolutions shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, be in form and substance reasonably satisfactory to the CompanyInvestor), and that all such resolutions are still in full force and effect and that no action has been taken or is proposed to deliver copies be taken by or on the part of the audit opinions with respect Company to amend, modify or rescind the same in any and all financial statements of Parent that had been audited by such firm.respect; and (iiv) The executed resignation the incumbency and specimen signature of Xxxxxxxx Xxxxxxall officers of the Company executing the Documents, as sole director the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of Parent, with the resignation Company as to take effect at the Effective Time incumbency and signature of the officer signing the certificate referred to in this clause (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx.iv); and (7d) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9) Such additional supporting documentation and other information with respect to the transactions contemplated hereby documents as the Company Investor may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of ParentPurchaser’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp.and, certified by their respective Secretariesits Secretary, authorizing and approving, to the extent applicable, approving this Agreement and the execution, delivery and performance of this Agreement, the Certificate of Merger Agreement and all other documents and instruments to be delivered by them pursuant hereto and theretohereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. Purchaser certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the certificates certificate of incorporation and by-laws of Parent and Acquisition Corp. Purchaser appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Purchaser, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Purchaser for the execution execution, delivery, and delivery consummation of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Purchaser to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documentsthis Agreement. (4) A certificatecertificate of Purchaser’s transfer agent and registrar, dated certifying as of the business day prior to the Closing Date, executed by the Secretary a true and complete list of the Parentnames and addresses of the record owners of all of the outstanding shares of Purchaser Common Stock, setting forth that together with the number of shares of Parent Purchaser Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stockheld by each record owner. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation resignations of Xxxxxxxx Xxxxxx, as sole director all directors and officer officers of ParentPurchaser, with the resignation director resignations to take effect at following the Effective Time notice period required by federal law, and (ii) stock powers executed releases from each such director and officer in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxxform and substance acceptable to the Company in their sole discretion. (76) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Purchaser issued by the Secretary of State of their respective states the State of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessaryDelaware. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (97) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Sibling shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.Sona, certified by their respective Secretariesthe Secretary of Sona, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Acquisition Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. Sona certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates articles of incorporation and by-laws bylaws of Parent Sona delivered to Sibling at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Sona’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (iA) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger Acquisition shall have been duly made or obtained, and all material consents by third parties that are required for the Merger Acquisition have been obtained; and (iiB) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Acquisition Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (iiv) The executed resignation of Xxxxxxxx XxxxxxXxxx Xxxxxxx, as sole an officer and director and officer of ParentSona, with the resignation resignations to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx XxxxxxClosing Date. (7v) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Sona issued by the Secretary of State of their respective states the State of incorporation Texas and evidence that the Parent and Acquisition Corp. are Sona is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Sibling may reasonably requestrequest including, but not limited to, the acceptance of the executive compensation agreements referred to in Section 3.19 hereof and the agreement to accept the RHS Debenture so that any conversion of the RHS Debenture into Sibling shares shall now provide conversion into Sona shares.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder shareholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7iv) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required v) Copies of the Company’s audited financial statements from inception to be filed in March 31, 2011 (the states “Company Financial Statements”); and copies of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9) Such additional supporting documentation and other information with respect the audited financial statements of the assets acquired from IM Ready pursuant to the transactions contemplated hereby Asset Purchase Agreement for the years ended December 31, 2010 and 2009, as well as the Company may reasonably requestunaudited interim financial statements for IM Ready for the period ended June 30, 2011; and the appropriate pro forma statements.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Articles of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary and Statement of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessarycorporation. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent Company’s President and Acquisition Corp.Chief Executive Officer, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7iv) Evidence as of a recent date within ten (10) days of the Effective Time of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessaryDelaware. (8) Evidence v) A representation letter substantially in the form attached hereto as Exhibit J executed by each of the Directors of the Company pursuant to which each such individual shall represent and warrant to Parent that Parent he has all tax returns required no knowledge of any fact or circumstance that would cause any representation or warranty of the Company set forth herein to be filed false or misleading in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returnsany material respect. (9vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent and Acquisition Sub shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto Sub at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate legal existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that 5) Employment letter agreements between Parent has all tax returns required to and each of Xxxx Xxxxxxx and Xxxxxxxx Xxxxxxx, each of which agreements shall be filed in effective as of the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returnsClosing Date. (96) Each of the Stock Purchase Agreement between Parent and Ameri Consulting Service Private Limited (the “Ameri India Purchase Agreement”) and the Master Services Agreement between such parties shall be executed as of the Closing Date. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Sub may reasonably request.

Supporting Documents. The Company Sibling shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.Sona, certified by their respective Secretariesthe Secretary of Sona, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Acquisition Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. Sona certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates articles of incorporation and by-laws bylaws of Parent Sona delivered to Sibling at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Sona’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (iA) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger Acquisition shall have been duly made or obtained, and all material consents by third parties that are required for the Merger Acquisition have been obtained; and (iiB) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Acquisition Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (iiv) The executed resignation of Xxxxxxxx XxxxxxNxxx Xxxxxxx, as sole an officer and director and officer of ParentSona, with the resignation resignations to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx XxxxxxClosing Date. (7v) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Sona issued by the Secretary of State of their respective states the State of incorporation Texas and evidence that the Parent and Acquisition Corp. are Sona is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Sibling may reasonably requestrequest including, but not limited to, the acceptance of the executive compensation agreements referred to in Section 3.19 hereof and the agreement to accept the RHS Debenture so that any conversion of the RHS Debenture into Sibling shares shall now provide conversion into Sona shares.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and by-laws Bylaws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Subscribers shall have received the following: (1) Copies of resolutions of Parentthe Company’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp.directors, certified by their respective Secretariesits Secretary, authorizing and approving, to the extent applicable, approving this Agreement and the execution, delivery and performance of this Agreement, the Certificate of Merger Agreement and all other documents documents, agreements, and instruments to be delivered by them pursuant hereto and theretohereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the certificates articles of incorporation and by-laws of Parent and Acquisition Corp. the Company appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by the Company for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger transactions contemplated hereby shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against the Company to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documentsthis Agreement. (4) A certificatecertificate of the Company’s transfer agent and registrar, dated certifying as of the business day prior to the Closing Date, executed by the Secretary a true and complete list of the Parentnames and addresses of the record owners of all of the outstanding shares of Company Common Stock and Company Preferred Stock, setting forth that together with the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stockheld by each record owner. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form The executed resignations of all directors and substance reasonably satisfactory to officers of the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation director resignations to take effect at following the Effective Time notice period required by federal law, if any, and (ii) stock powers executed releases from each such director and officer in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxxform and substance acceptable to the subscribers in their sole discretion. (76) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessaryNevada. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (97) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Subscribers may reasonably request.

Supporting Documents. The Company Parent shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Transaction Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Transaction Documents. (4) A certificate, dated the Closing Date, executed by the Secretary certificate of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as Chief Executive Officer of the Closing Date is no more than 7,694,000 Company certifying to (i) the repayment in full of loans to the Company by Allegiance Capital Limited Partnership (“Allegiance”), and (ii) the exchange of a warrant held by Allegiance for shares of Parent Common Stock, in each case together with copies of the agreements executed and delivered in connection therewith. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Maryland and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (96) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent may reasonably request.

Supporting Documents. The Company Purchaser shall have received the following: (i) A favorable opinion (the "Company Opinion") from Xxxxxx, Xxxxx & Xxxxxxx, LLP, or Xxxxxxxx and Wedge, as appropriate, counsel to the Company, dated the Closing Date, that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Nevada; 2. The Company has taken all required company action to approve and adopt this Agreement, and this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and 3. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement by the Company will not, constitute a breach or violation of, or a default under, the Company's organizational documents or By-laws, or a breach, violation or impairment of, or a default under, any judgment, decree, order, statute, law, ordinance, rule or regulation now in effect applicable to the Company or its properties known to such counsel, or any agreement, indenture, mortgage, lease or other instrument of the Company; 4. The Company's capitalization (including that all outstanding securities, including the Series B Preferred Shares and the shares of Common Stock to be delivered pursuant to this Agreement, are validly issued, fully paid and non-assessable); 5. The Conversion Shares have been duly authorized and upon issuance thereof such shares will be validly issued, fully paid and nonassessable; 6. The issuance and sale of the Series B Preferred Shares and the shares of Common Stock to be delivered pursuant to this Agreement and issuance of shares of Common Stock upon conversion of the Series B Preferred Shares are exempt transactions under the Securities Act; and 7. When issued, the Conversion Shares will be exempt from registration under the Securities Act. In rendering the Company Opinion, such counsel may rely on certificates of officers and other agents of the Company and public officials as to matters of fact and, as to matters relating to the law of jurisdictions other than Nevada, upon opinions of counsel of such other jurisdictions reasonably satisfactory to the Company and its counsel, provided such reliance is expressly noted in the Company Opinion and the opinions of such other counsel and the certificates of such officers, agents and public officials relied on are attached to the Company Opinion. (ii) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors and Directors of the sole stockholder of Acquisition Corp.Company, certified by their respective Secretariesthe Secretary or other authorized officer of the Company, authorizing and approving, to approving the extent applicablefiling of the Certificate of Designation, the execution, delivery and performance of this Agreement, the Certificate of Merger Transaction Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto.; (2iii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred Transaction Documents to in paragraph be executed by the Company and (iB) above and further certifying that the certificates Articles of incorporation Incorporation and byBy-laws of Parent the Company delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for to the filing of extent provided in the Certificate of Merger with the Delaware Secretary of State: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtainedDesignation; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.and (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9iv) Such additional supporting documentation and other information with respect to the transactions contemplated hereby by this Agreement as the Company Purchaser or its counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of the Company Equityholder Consent and resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors and Directors of the sole stockholder of Acquisition Corp.Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Articles of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company's Secretary, certifying that, except for the filing of the Certificate Statement of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Texas and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as foreign corporations a corporation and are is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Sibling shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.Sona, certified by their respective Secretariesthe Secretary of Sona, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Acquisition Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. Sona certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates articles of incorporation and by-laws bylaws of Parent Sona delivered to Sibling at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Sona’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: : (iA) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger Acquisition shall have been duly made or obtained, and all material consents by third parties that are required for the Merger Acquisition have been obtained; and (iiB) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Acquisition Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (iiv) The executed resignation of Xxxxxxxx XxxxxxXxxx Xxxxxxx, as sole an officer and director and officer of ParentSona, with the resignation resignations to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx XxxxxxClosing Date. (7v) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Sona issued by the Secretary of State of their respective states the State of incorporation Texas and evidence that the Parent and Acquisition Corp. are Sona is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Sibling may reasonably requestrequest including, but not limited to, the acceptance of the executive compensation agreements referred to in Section 3.19 hereof and the agreement to accept the RHS Debenture so that any conversion of the RHS Debenture into Sibling shares shall now provide conversion into Sona shares.

Supporting Documents. The Company shall have received the following: (1i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretariesits Secretary, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of State: (i) that all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger actions contemplated by this Agreement shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, of this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Exchange Documents. (4iv) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth stating that 32,500,000 shares of Parent Common Stock have been cancelled and that the number of shares of Parent Common Stock issued and outstanding on a fully diluted basis as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock12,782,000 shares. (5v) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLPXxxxxx LP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (ivi) The executed resignation of Xxxxxxxx Xxxxxx, as sole director all of the directors and officer officers of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx XxxxxxTime. (7vii) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation Nevada and evidence that the Parent and Acquisition Corp. are is qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) viii) Evidence that Parent has all tax returns required to be filed in the states state of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9ix) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Articles of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate Statement of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as foreign corporations a corporation and are is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp., certified by their respective Secretaries, the Company authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Articles of incorporation Incorporation and by-laws Bylaws of the Company delivered to the Parent at the time of the execution of this Agreement have been validly adopted and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., Date certifying that, except for the filing of the Certificate Articles of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and Agreement, the Certificate Articles of Merger Merger, and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or Agreement, the Certificate Articles of Merger Merger, or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company's Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in Iowa and each other state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that 5) Employment Agreements between Parent has all tax returns required to and each of the following individuals: Rxxxxx Xxxx, Jxxxx Xxxxxxxx, Mxxxxxx Xxxxxxx, and Dxxxx Xxxxxxxx, each of which agreements shall be filed in effective as of the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returnsClosing Date. (96) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that Parent has all tax returns required to be filed in the states of Connecticut and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (95) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board the Board of directors Directors and the sole stockholder shareholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Delaware Secretary of StateMerger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate, dated the Closing Date, executed by the Secretary of the Parent, setting forth that the number of shares of Parent Common Stock issued and outstanding as of the Closing Date is no more than 7,694,000 shares of Parent Common Stock. (5) An agreement in writing from Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignation of Xxxxxxxx Xxxxxx, as sole director and officer of Parent, with the resignation to take effect at the Effective Time and (ii) stock powers executed in blank evidencing the cancellation of an aggregate of 181,285,000 shares of Parent Common Stock owned by Xxxxxxxx Xxxxxx. (7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary Department of State of their respective states the State of incorporation New York and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence that 5) Employment Agreements between Parent has all tax returns required to be filed in the states and each of Connecticut Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx and Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returnsXxxxxxxxxxxx Xxxxxxxxx. (96) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.