Common use of Additional Deliverables Clause in Contracts

Additional Deliverables. (a) The Holder shall have received the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP, the Company’s counsel, dated as of the Final Closing Date, in the form attached hereto as Exhibit C. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructions, in the form acceptable to the Holder, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Closing Date. (c) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Closing Date. (d) The Company shall have delivered to the Holder a certified copy of the Articles of Incorporation as certified by the Nevada Secretary of State within ten (10) days of the Final Closing Date. (e) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Closing Date, as to (i) the resolutions consistent with Section 6.1.2 below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Final Closing.

Additional Deliverables. (a) The Holder shall have received the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP, the Company’s counsel, dated as of the Final Closing Date, in the form attached hereto as Exhibit C.B. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructionsirrevocable transfer agent instructions, in the form acceptable to the HolderHolder (the “Additional Transfer Agent Instructions”), which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Closing Date. (c) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Closing Date. (d) The Company shall have delivered to the Holder a certified copy of the Articles of Incorporation (as defined below) as certified by the Nevada Secretary of State within ten (10) days of the Final Closing Date. (e) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Closing Date, as to (i) the resolutions consistent with Section 6.1.2 below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws (as defined below) of the Company, each as in effect at the Final Closing.

Additional Deliverables. (a) The Holder shall have received the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP, the Company’s counsel, dated as of the Final Initial Closing Date, in the form attached hereto as Exhibit C. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructionsirrevocable transfer agent instructions, in the form acceptable to the HolderHolder (the “Additional Transfer Agent Instructions”), which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Initial Closing Date. (c) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Initial Closing Date. (d) The Company shall have delivered to the Holder a certified copy of the Articles of Incorporation (as defined below) as certified by the Nevada Secretary of State within ten (10) days of the Final Initial Closing Date. (e) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Initial Closing Date, as to (i) the resolutions consistent with Section 6.1.2 below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws (as defined below) of the Company, each as in effect at the Final Initial Closing.

Additional Deliverables. (ai) The Holder shall have received the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole ArentFox Schiff, LLP, the Company’s counsel, dated as of the Final Closing Date, in the form attached hereto as Exhibit C. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructions, in the form acceptable and substance satisfactory to the Holder, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Closing Date. (cii) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada Delaware and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Closing Date. (diii) The Company shall have delivered to the Holder a certified copy of the Articles Certificate of Incorporation (as defined below) as certified by the Nevada Delaware Secretary of State within ten (10) days of the Final Closing DateDate (including evidence of the filing of the New Certificate of Designations). (eiv) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Closing Date, as to (i) the resolutions consistent with Section 6.1.2 5(b) below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles Certificate of Incorporation of the Company and (iii) the Bylaws (as defined below) of the Company, each as in effect at the Final Closing. (v) The transfer agent of the Company and the Company shall have duly executed and delivered the irrevocable transfer agent instructions in the form attached hereto as Exhibit B-2.

Additional Deliverables. (ai) The Holder shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Schole US LLP, the Company’s counsel, dated as of the Final Closing Date, in the form attached hereto as Exhibit C. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructions, in the form acceptable and substance satisfactory to the Holder, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Closing Date. (cii) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada Delaware and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Closing Date. (diii) The Company shall have delivered to the Holder a certified copy of the Articles Certificate of Incorporation (as defined below) as certified by the Nevada Delaware Secretary of State within ten (10) days of the Final Closing DateDate (including evidence of the filing of the New Certificate of Designations). (eiv) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Closing Date, as to (i) the resolutions consistent with Section 6.1.2 5(b) below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles Certificate of Incorporation of the Company and (iii) the Bylaws (as defined below) of the Company, each as in effect at the Final Closing. (v) The transfer agent of the Company and the Company shall have duly executed and delivered the irrevocable transfer agent instructions in the form attached hereto as Exhibit B.

Additional Deliverables. (ai) The Holder shall have received the opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole Carmel LLP, the Company’s counsel, dated as of the Final Closing Date, in the form attached hereto as Exhibit C. (b) The Company shall have delivered to the Holder a copy of revised Additional Transfer Agent Instructions, in the form acceptable and substance satisfactory to the Holder, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of the Final Closing Date. (cii) The Company shall have delivered to the Holder a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada and a certificate of existence from each jurisdiction in which the Company conducts business and is required to qualify to do business as a foreign corporation, as of a date within ten (10) days of the Final Closing Date. (diii) The Company shall have delivered to the Holder a certified copy of the Articles Certificate of Incorporation (as defined below) as certified by the Nevada Secretary of State within ten (10) days of the Final Closing DateDate (including evidence of the filing of the New Certificate of Designation). (eiv) The Company shall have delivered to the Holder a certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Final Closing Date, as to (i) the resolutions consistent with Section 6.1.2 5(b) below as adopted by the Company’s board of directors in a form reasonably acceptable to the Holder, (ii) the Articles Certificate of Incorporation of the Company and (iii) the Bylaws (as defined below) of the Company, each as in effect at the Final Closing. (v) The transfer agent of the Company and the Company shall have duly executed and delivered the irrevocable transfer agent instructions in the form attached hereto as Exhibit B-1. (vi) The Company and ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ shall have duly executed and delivered to the Holder a Voting Agreement in a form to be approved by the Holder, whereby such parties agree to vote in favor of the Stockholder Approval (defined below).