Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM will deliver, or will cause to be delivered, to RES the following: (1) a certificate executed by the Chief Executive Officer of BOOM to the effect that all representations and warranties made by BOOM under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub on said date; (2) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger; (5) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Sub, as set forth herein; and (b) RES and RES Sub will deliver or cause to be delivered to BOOM: (1) stock certificates representing those securities of RES to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of RES to the effect that all representations and warranties of RES made under this Agreement are true and correct as of the Closing; (3) certified copies of resolutions adopted by RES’s Board of Directors authorizing the Merger and all related matters; (4) executed copy of the Articles of Merger for filing in Nevada; (5) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9) all other items, the delivery of which is a condition precedent to the obligations of BOOM, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) BOOM Shareholders and Acquiree will deliver, or will cause to be delivered, to RES Acquiror the following: (1) stock certificates for the Acquiree Shares being tendered hereunder, duly endorsed in blank, or accompanied by duly executed stock powers. (2) a certificate executed by the Chief Executive Officer President and Treasurer of BOOM Acquiree to the effect that all of the representations and warranties made by BOOM under in this Agreement Plan of Reorganization are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub Acquiror on said date. (3) a certificate from the Secretary of State of the State of Florida dated within ten (10) days of the date of the Closing to the effect that Acquiree is in corporate good standing under the laws of said State; (24) such Investment letters executed by the Shareholders; (5) Certified copies of the Acquirer's Articles of Incorporation, By-Laws and resolutions by each of the Board of Directors and Shareholders authorizing the consummation of the transactions set forth herein. (6) The Employment agreements with each of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibits "5(6)(a)" and "5(6)(b)" (the "Employment Agreements"). (7) A Stockholders' Agreement among the Historic Acquiror Stockholders and the Shareholders, substantially in the form attached hereto as Exhibit "5(7)" (the "Stockholders' Agreement"). (8) Release Agreement executed by those persons identified on Schedule 9.11. (9) Such other instruments, documents and certificates, if any, instruments as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger; (5) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Sub, as set forth herein; and. (b) RES and RES Sub Acquiror will deliver or cause the following documents to be delivered to BOOM:Shareholders and Acquiree (or the Escrow Agent, as the case may be); (1) stock certificates representing those securities of RES Acquiror Shares and Earn-Out Shares to be issued as a part of the Merger as described in Section 2 hereofthis Plan of Reorganization; (2) a certificate of the President and Secretary of RES Acquiror to the effect that that: (i) all representations and warranties of RES Acquiror made under this Agreement Plan or Reorganization are true reaffirmed on the Closing Date, the same as though originally given to the Shareholders on said date; and correct (ii) upon the Closing the sum of no less than $800,000 has been raised as a result of the Closing;sale of securities contemplated in Section 8.2 hereof. (3) certified copies of the Acquiror's Certificate of Incorporation, By-Laws and resolutions adopted by RES’s each of Acquiror's Board of Directors and stockholders authorizing the Merger and all related mattersthis transaction; (4) executed copy a certificate from the Secretary or State of Delaware dated within ten (10) days of the Articles date of Merger for filing Closing that Acquiror is in Nevadagood standing under the laws of said State; (5) resignations, effective not later than the Closing of such of the officers and directors of Acquiror as have been agreed upon; (6) the Employment Agreements; (7) the Stockholders' Agreement; and (8) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9) all other items, the delivery of which is a condition precedent to the obligations of BOOM, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) BOOM RRAI will deliver, or will cause to be delivered, to RES VMTI the following: (1i) a certificate executed by the Chief Executive Officer President and Secretary of BOOM RRAI to the effect that all representations and warranties made by BOOM RRAI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub VMTI on said date; (2ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) , including but not limited to certified copies of resolutions adopted by the stockholders of RRAI's Board of Directors authorizing this transaction and directors an opinion of BOOM authorizing the Mergercounsel of RRAI as described herein; (5) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Sub, as set forth herein; and (b) RES and RES Sub VMTI will deliver or cause to be delivered to BOOMRRAI and the RRAI Shareholders: (1i) stock certificates representing those securities shares of RES VMTI Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VMTI executed by the President or Secretary of RES VMTI, to the effect that all representations and warranties of RES VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (3iii) certified copies of resolutions adopted by RES’s VMTI's Board of Directors authorizing the Merger and all related mattersthis transaction; (4iv) executed copy certificates from the Illinois Secretary of State dated at or about the Articles Closing Date that VMTI is in good standing under the laws of Merger for filing in Nevadasaid State; (5v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6vii) written resignation resignations of all of the existing officers and directors of RES pursuant to Section 2(c)(1)VMTI, as set forth in the Agreement; (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9viii) all other items, the delivery of which is a condition precedent to the obligations of BOOMVMTI, as set forth in Section 8 4 hereof.

Documents at Closing. At the Closing, the following documents shall be -------------------- delivered: (a) BOOM CAHR will deliver, or will cause to be delivered, to RES VHI the following: (1i) a certificate executed by the Chief Executive Officer President and Secretary of BOOM CAHR to the effect that to the best of their knowledge and belief all representations and warranties made by BOOM regarding CAHR under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub VHI on said date; (2ii) a certificate from the jurisdiction of incorporation of CAHR dated at or about the Closing to the effect that CAHR is in good standing under the laws of said jurisdiction; (iii) corporate resolutions of CAHR's Board of Directors authorizing the transactions described in this Agreement; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger; (5v) all other items, the delivery of which is a condition precedent to the obligations of RES and RES SubVHI, as set forth herein; and; (b) RES and RES Sub The CAHR Stockholders will deliver or cause to be delivered to BOOMVHI: (1i) The certificates representing their respective CAHR Shares; (ii) Investment Letters in the form attached hereto as Exhibit "B" executed by each of the CAHR Stockholders; (c) VHI will deliver or cause to be delivered to the CAHR Stockholders: (i) stock certificates representing those securities of RES VHI to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of RES VHI, to the effect that that, to the best of their knowledge and belief, all representations and warranties of RES VHI made under this Agreement are true and correct as of the Closing, the same as though originally given to the CAHR Stockholders on said date; (3iii) certified copies of resolutions adopted by RES’s VHI's Board of Directors authorizing the Merger transactions described herein and all related mattersmatters and such consents of VHI's stockholders as are required to consummate the transactions described herein; (4iv) executed copy opinion of the Articles of Merger for filing VHI's counsel as described in NevadaSection 11.(j) above; (5v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6vi) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the PrincipalVHI?????[at execution]; and (9vii) all other items, the delivery of which is a condition precedent to the obligations of BOOMthe CAHR Stockholders, as set forth in Section 8 11 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM Earth Care will deliver, or will cause to be delivered, to RES ESB the following: (1i) a certificate executed by the Chief Executive Officer President and Secretary of BOOM Earth Care to the effect that all representations and warranties made by BOOM Earth Care under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES ESB or RES Sub ERI on said date; (2ii) a certificate from the state of incorporation of Earth Care dated at or about the Closing to the effect that Earth Care is in good standing under the laws of said state; (iii) Investment Letters in the form attached hereto as Exhibit "F" executed by each historical Earth Care Shareholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3v) executed copy copies of the Plan and Articles of Merger for filing in Nevada; (4) filing; and certified copies of resolutions adopted by the stockholders shareholders and directors of BOOM Earth Care authorizing the Merger;this transaction; and (5vi) all other items, the delivery of which is a condition precedent to the obligations of RES ESB and RES SubERI, as set forth herein; and. (vii) the legal opinion required by Section 9(e) hereof. (b) RES ESB and RES Sub ERI will deliver or cause to be delivered to BOOMEarth Care: (1i) stock certificates and warrants representing those securities of RES ESB to be issued as a part of the Merger exchange as described in Section 2 hereof; (2ii) a certificate of the President President/Secretary of RES ESB and ERI, respectively, to the effect that all representations and warranties of RES ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care on said date; (3iii) certified copies of resolutions adopted by RES’s ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters; (4iv) executed copy certificates from the jurisdiction of incorporation of ESB and ERI dated at or about the Articles Closing Date that each of Merger for filing said companies are in Nevadagood standing under the laws of said state; (5v) opinion of ESB's counsel as described in Section 9(n) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6vii) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the PrincipalESB and ERI; and (9viii) all other items, the delivery of which is a condition precedent to the obligations of BOOMEarth Care, as set forth in Section 8 hereof.

Documents at Closing. At the or prior to Closing, Borrower shall deliver to Bankers’ each of the following documents shall be deliveredduly authorized, and executed, and in form acceptable to Bankers’: (a) BOOM will deliver, or will cause to be delivered, to RES the following: (1) a certificate executed by the Chief Executive Officer of BOOM to the effect that all representations and warranties made by BOOM under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub on said dateThis Agreement; (2b) such other instruments, documents and certificates, if any, as are required The Note (Exhibit “A”) evidencing the obligation of Borrower to be delivered Bankers’ pursuant to the provisions of this Agreement; (3c) The Stock Pledge and Security Agreement attached hereto as Exhibit “B”, together with original Certificates representing the shares specified in Subsection 1.2 hereof, (clear of all liens and encumbrances) with duly executed stock powers; (d) Certificates executed by Borrower affirming that, as of the date of Closing (i) the representations and warranties set forth herein are true, complete and accurate; (ii) Borrower is not in breach of any covenants contained herein; and (iii) no Event of Default has occurred or is existing; (e) An Opinion of Counsel for Borrower dated the date of Closing in the form of Exhibit “C”, attached hereto and otherwise in form and substance satisfactory to Bankers’ in its sole discretion; (f) A copy of the Articles of Merger for filing in Nevada; (4) Incorporation of Borrower, and of Bank, and a copy of the By-Laws of each of said Organizations, certified copies of resolutions adopted by the stockholders and directors Secretary of BOOM authorizing the Merger; (5) all other items, the delivery each of which is a condition precedent to the obligations of RES and RES Sub, as set forth herein; and (b) RES and RES Sub will deliver or cause said Organizations to be delivered to BOOM: (1) stock certificates representing those securities of RES to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of RES to the effect that all representations and warranties of RES made under this Agreement are true true, complete and correct copies thereof, as of the date of Closing; (3g) Copies of Minutes of Borrower, certified copies of resolutions adopted by RES’s Board of Directors authorizing its Secretary, evidencing due and proper authorization for such Secretary, or other proper officer, to enter into this Agreement, the Merger Stock Pledge and all related mattersSecurity Agreement, the Note, and supplemental documents thereto, as required hereunder, and to engage in the acts and transactions specified therein; (4h) executed copy A Certificate of the Articles Secretary of Merger for filing in NevadaBorrower, certifying the names of the officers authorized to execute and deliver this Agreement, the Note, the Stock Pledge and Security Agreement and other documents supplemental thereto and to which they are a party, together with the true signatures of such officers so authorized; (5i) such Borrower’s check in an amount of Two Thousand ($2,000) Dollars payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇ to pay the costs of preparation of this Loan Agreement, supplemental documents and the closing of this loan transaction; (j) Such other documents and instruments and documents as are required Bankers’ may request to be delivered pursuant ensure the binding effect in accordance with the terms thereof of any document supplemental to this Agreement, or to affect the provisions intent of this Agreement; (6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9) all other items, the delivery of which is a condition precedent to the obligations of BOOM, as set forth in Section 8 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM Emagisoft and the Emagisoft Stockholders will deliver, or will cause to be delivered, to RES Manatee the following: (1i) the stock certificates described in Section 6.(a) above. (ii) a certificate executed by the Chief Executive Officer of BOOM Emagisoft to the effect that to the best of its knowledge and belief all representations and warranties made by BOOM under of Emagisoft in this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub Manatee on said date; (2iii) a certificate executed by the Emagisoft Stockholders to the effect that to the best of their knowledge and belief all representations and warranties of the Emagisoft Stockholders in this Agreement are true and correct as of the Closing the same as though originally given to Manatee on said date; (iv) an Investment Letter in the form attached hereto as Exhibit "C" executed by each of the Emagisoft Stockholders; (v) a copy of a corporate resolution of Emagisoft authorizing and approving the execution, delivery and performance of this Agreement and consummation of the transactions contemplated in this Agreement; (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger; (5vii) all other items, the delivery of which is a condition precedent to the obligations of RES and RES SubManatee, as set forth herein; and (b) RES and RES Sub Manatee will deliver or cause to be delivered to BOOMthe Emagisoft and the Emagisoft Stockholders: (1i) the stock certificates representing those securities of RES to be issued as a part of the Merger as described in Section 2 hereof6.(b) above; (2ii) a certificate of the President of RES executed by Manatee, to the effect that all representations and warranties of RES made under Manatee in this Agreement are true and correct as of the Closing, the same as though originally given to Emagisoft and the Emagisoft Stockholders on said date; (3iii) certified copies a copy of resolutions adopted by RES’s Board a corporate resolution of Directors Manatee authorizing and approving the Merger execution, delivery and all related mattersperformance of this Agreement and consummation of the transactions contemplated in this Agreement; (4) executed copy of the Articles of Merger for filing in Nevada; (5iv) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6v) written the resignation of all the sole existing officer and director of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the PrincipalManatee; and (9vi) all other items, the delivery of which is a condition precedent to the obligations of BOOMthe Emagisoft Stockholders, as set forth in Section 8 hereofherein.

Documents at Closing. At Prior to, or at the ClosingClosing Date, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) BOOM WOW will deliver, or will cause to be delivered, to RES 3Pea the following: (1i) a certificate executed by the Chief Executive Officer President and Secretary of BOOM WOW to the effect that all representations and warranties made by BOOM WOW under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub 3Pea on said datedate attached as Schedule 8.1.1; (2ii) such other instrumentsarticles of incorporation and any amendments thereto, documents bylaws and certificatesamendments thereto, if any, as are required to be delivered pursuant to certificate of good standing in the provisions state of this Agreementincorporation; (3iii) executed copy of the Articles of Merger for filing in Nevadaall applicable Schedules hereto; (4iv) certified copies all minutes and resolutions of resolutions adopted by the stockholders board of directors and directors shareholders meetings of BOOM authorizing the MergerWOW; (5v) a true and correct, certified shareholders list current as of the date of Closing from Integrity Stock Transfer detailing shareholders of record of 53,480,288 shares outstanding; (vi) all financial statements and tax returns of WOW; (vii) a resolution from WOW’s current directors appointing designees of 3Pea to the Board of Directors attached as Schedule 8.1.7;\ (viii) letters of resignation from WOW’s current officers and directors to be effective upon the Initial Closing and after appointments described in this section attached as Schedule 8.1.8; (ix) copies of board resolutions approving this transaction; (x) any other document reasonably requested by 3Pea that it deems necessary for the consummation of the transactions; (xi) all Bank Records and Statements, Registers, Checkbooks, Debit and Credit Cards related to the corporate bank account as well as any other credit or debit accounts in the name of the corporation currently in the possession of WOW; (xii) a certificate from the Secretary of State of Nevada dated within 30 days of the Closing to the effect that WOW is in good standing under the laws of said State; (xiii) certificates representing a minimum of 50.1 percent (50.1%) of those shares of WOW to be exchanged for Exchange Shares will be delivered, if legally possible, along with duly executed powers transferring such certificates to 3Pea; (xiv) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Sub3Pea, as set forth herein; andin Section 5; (b) RES and RES Sub 3Pea will deliver or cause to be delivered to BOOM: (1) WOW and/or its Shareholders newly issued shares of its common stock certificates representing those securities of RES to be issued as a part of for the Merger as described in Section 2 hereofExchange Shares; (2i) a certificate of from 3Pea executed by the President or Secretary of RES 3Pea, to the effect that all representations and an warranties of RES 3Pea made under this Agreement are true and correct as of the Closing, the same as though originally given to WOW on said date; (3ii) all applicable Exhibits hereto; (iii) certified copies of resolutions adopted by RES’s 3Pea Board of Directors authorizing the Merger and all related mattersthis transaction; (4iv) executed copy certificates from the Secretary of State of Nevada dated within 30 days of the Articles Closing Date that 3Pea is in good standing under the laws of Merger for filing in Nevadasaid State; (5) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9v) all other items, the delivery of which is a condition precedent to the obligations of BOOMWOW, as set forth in Section 8 5 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM Circle will deliver, or will cause to be delivered, to RES Vanguard the following: (1i) a certificate executed by the Chief Executive Officer President and Secretary of BOOM Circle to the effect that all representations and warranties made by BOOM Circle under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub Vanguard on said date; (2ii) a certificate from the jurisdiction of incorporation of Circle dated at or about the Closing to the effect that Circle is in good standing under the laws of said jurisdiction; (iii) Investment Letters in the form attached hereto as Exhibit "C" executed by each Circle Stockholder; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4v) certified copies of resolutions adopted by the stockholders shareholders and directors of BOOM Circle authorizing the Merger;this transaction; and (5vi) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Sub, Vanguard as set forth herein; and. (vii) the legal opinion required by Section 12(d) hereof. (b) RES and RES Sub Vanguard will deliver or cause to be delivered to BOOMCircle: (1i) stock certificates representing those securities of RES the Vanguard Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of RES Vanguard, to the effect that all representations and warranties of RES Vanguard made under this Agreement are true and correct as of the Closing, the same as though originally given to Circle on said date; (3iii) certified copies of resolutions adopted by RES’s Board Vanguard's board of Directors directors and Vanguard's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) executed copy certificate from the jurisdiction of incorporation of Vanguard dated at or about the Articles Closing Date that Vanguard is in good standing under the laws of Merger for filing in Nevadasaid state; (5v) opinion of Vanguard's counsel as described in Section 11(l) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6vii) written resignation of all the existing officer and director of the officers and directors of RES pursuant to Section 2(c)(1)Vanguard; (7viii) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principalall corporate and financial records of Vanguard; and (9ix) all other items, the delivery of which is a condition precedent to the obligations of BOOMCircle, as set forth in Section 8 12 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM The Seller will deliver, or will cause to be delivered, to RES Purchaser the following: (1i) a certificate executed by the Chief Executive Officer an officer of BOOM Seller to the effect that to the best of his knowledge and belief all representations and warranties made by BOOM regarding the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub the Purchaser on said date; (2ii) certificate from the jurisdiction of incorporation of the Company dated at or about the Closing to the effect that enSurge is in good standing under the laws of said jurisdiction; (iii) Investment Letters in the form approved by Purchaser executed by the Seller; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger; (5v) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Subthe Purchaser, as set forth herein; and (b) RES and RES Sub The Purchaser will deliver or cause to be delivered to BOOMthe Seller: (1i) stock certificates representing those securities of RES the Purchaser to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President President/Secretary of RES the Purchaser, to the effect that all representations and warranties of RES the Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to the Seller on said date; (3iii) certified copies of resolutions adopted by RES’s Board the Purchaser's board of Directors directors and the Purchaser's stockholders authorizing the Merger transactions described herein and all related matters; (4iv) executed copy certificates from the jurisdiction of incorporation of the Articles Purchaser dated at or about the Closing Date that said corporation is in good standing under the laws of Merger for filing in Nevadasaid jurisdiction; (5v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6vi) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the PrincipalPurchaser; and (9) and all other items, the delivery of which is a condition precedent to the obligations of BOOMthe Seller, as set forth in Section 8 11 hereof. (vii) The Purchaser shall have funds in a minimum amount of $250,000 available to the Company for it's growth capital needs, and shall agree to use it's best efforts to acquire additional capital in the amount of $750,000 to be used by, or on behalf of the Company.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM The Seller will deliver, or will cause to be delivered, to RES Purchaser the following: (1i) a certificate executed by the Chief Executive Officer an officer of BOOM Seller to the effect that to the best of his knowledge and belief all representations and warranties made by BOOM regarding the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to RES or RES Sub the Purchaser on said date; (2ii) certificate from the jurisdiction of incorporation of the Company dated at or about the Closing to the effect that enSurge is in good standing under the laws of said jurisdiction; (iii) Investment Letters in the form approved by Purchaser executed by the Seller; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger; (5v) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Subthe Purchaser, as set forth herein; and (b) RES and RES Sub The Purchaser will deliver or cause to be delivered to BOOMthe Seller: (1i) stock certificates representing those securities of RES the Purchaser to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President President/Secretary of RES the Purchaser, to the effect that all representations and warranties of RES the Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to the Seller on said date; (3iii) certified copies of resolutions adopted by RES’s Board the Purchaser's board of Directors directors and the Purchaser's stockholders authorizing the Merger transactions described herein and all related matters; (4iv) executed copy certificates from the jurisdiction of incorporation of the Articles Purchaser dated at or about the Closing Date that said corporation is in good standing under the laws of Merger for filing in Nevadasaid jurisdiction; (5v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6vi) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the PrincipalPurchaser; and (9) and all other items, the delivery of which is a condition precedent to the obligations of BOOMthe Seller, as set forth in Section 8 11 hereof. (vii) The Purchaser shall have funds in a minimum amount of $250,000$250,000 available to the Company for it's growth capital needs, and shall agree to use it's best efforts to acquire additional capital in the amount of 750,000 $750,000 to be used by, or on behalf of the Company.

Documents at Closing. At On the ClosingClosing Date, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) BOOM Holders and XENO will deliver, or will cause to be delivered, to RES ICON and MERGER SUB the following: (1i) a certificate executed by the Chief Executive Officer of BOOM XENO to the effect that all representations and warranties made by BOOM XENO under this Agreement as to XENO are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub ICON and MERGER SUB on said date; (2ii) such other instrumentsa certificate from XENO, signed by its Secretary, certifying (A) that the attached copies of XENO’s charter documents and certificates, if any, as resolutions of the board of directors and stockholders of XENO approving the Agreement and the transactions contemplated herein are required to be all true and correct and remain in full force and effect and (B) incumbency and specimen signature of each officer of XENO executing this Agreement or any other document delivered pursuant to the provisions in connection herewith on behalf of this AgreementXENO; (3iii) the Holders shall deliver certificates representing the XENO common stock and duly executed copy stock powers for transfer by each such Holder of the Articles of Merger for filing in Nevadahis, her or its XENO common stock to ICON; (4iv) certified copies a letter of resolutions adopted by the stockholders resignation for ▇▇. ▇▇▇▇▇▇▇▇▇ as an officer and directors director of BOOM authorizing the Merger;XENO; and (5v) all other items, the delivery of which is a condition precedent to the obligations of RES and RES SubICON, as set forth herein; andin Section 5 hereof. (b) RES ICON and RES Sub MERGER SUB will deliver or cause to be delivered to BOOMXENO: (1) stock certificates representing those securities of RES to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from ICON executed by the Chief Executive Officer or President of RES ICON, to the effect that all representations and warranties of RES ICON made under this Agreement are true and correct as of the Closing, the same as though originally given to XENO on said date; (3ii) certified a certificate from ICON, signed by its Secretary, certifying (i) that the attached copies of ICON’s charter documents and resolutions adopted by RES’s Board of Directors authorizing the Merger board of directors of ICON approving the Agreement and the transactions contemplated herein are all related matterstrue and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of ICON executing this Agreement or any other document delivered in connection herewith on behalf of ICON; (4iii) a certificate from MERGER SUB executed copy by the Chief Executive Officer or President of MERGER SUB, to the effect that all representations and warranties of MERGER SUB made under this Agreement are true and correct as of the Articles of Merger for filing in NevadaClosing, the same as though originally given to XENO on said date; (5iv) such a certificate from MERGER SUB, signed by its Secretary, certifying (i) that the attached copies of MERGER SUB’s charter documents and resolutions of the board of directors and stockholders of MERGER SUB approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of MERGER SUB executing this Agreement or any other instruments and documents as are required to be document delivered pursuant to the provisions in connection herewith on behalf of this AgreementMERGER SUB; (6v) written a letter of resignation for ▇▇. ▇▇▇▇▇▇▇ as a director and officer of all of the officers and directors of RES pursuant to Section 2(c)(1)ICON; (7vi) Stock Cancellation Agreementevidence of (i) the election of Messrs. Smith, signed by Lebowitz, Sachs, Perry, Datsopoulus and ▇▇▇▇▇▇▇ as directors of ICON and ▇▇. ▇▇▇▇▇▇▇▇, as Chief Executive Officer and President, ▇▇. ▇▇▇▇▇, as Chief Financial Officer and Secretary, and ▇▇. ▇▇▇▇▇ as Chairman of ICON, and (ii) a change in ICON’s name to “Xeno Corp.,” or some variation thereof, to be effective following the PrincipalClosing; (8) Representation Letter signed by vii) within a reasonable time of the PrincipalClosing Date, certificates representing the shares of ICON common stock to be issued to the Holders shall be delivered to such Holders; and (9viii) all other items, the delivery of which is a condition precedent to the obligations of BOOMHolders, and XENO as set forth in Section 8 5 hereof.

Documents at Closing. At On the ClosingClosing Date, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (ai) BOOM SGI will deliver, or will cause to be delivered, to RES Power Play the following: (1A) a A certificate executed by the Chief Executive Officer of BOOM SGI to the effect that all representations and warranties made by BOOM SGI under this Agreement as to SGI are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub Power Play on said date; (2B) such other instrumentsA certificate from SGI, signed by its Secretary, certifying: (i) that the attached copies of SGI’s charter documents and certificatesresolutions of the Board of Directors and Stockholders of SGI approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect, if any(ii) incumbency and specimen signature of each officer of SGI executing this Agreement or any other document delivered in connection herewith on behalf of SGI (iii) the current capitalization of SGI including, as are required to be delivered pursuant to without limitation, all issued shares, all convertible debt and equity securities, all options and warrants, and all other securities other than non-convertible debt securities and (iii) that SGI is in compliance with the provisions of this AgreementSection 6(a)(ix); (3C) executed copy letter of resignation from the current officers and directors of SGI; and (D) evidence of the Articles election of Merger for filing the officers and directors of the Surviving Corporation as set forth and identified in NevadaSection 2(f) hereof; (4E) certified copies duly executed Certificates of resolutions adopted by Merger in the stockholders form of those attached hereto as Exhibits A and directors of BOOM authorizing the Merger;B; and (5F) all other items, the delivery of which is a condition precedent to the obligations of RES and RES SubPower Play, as set forth herein; andin Section 6(a) hereof. (bii) RES and RES Sub Power Play will deliver or cause to be delivered to BOOMSGI: (1A) stock certificates representing those securities of RES to be issued as a part of A certificate from Power Play executed by the Merger as described in Section 2 hereof; (2) a certificate of the Chief Executive Officer or President of RES Power Play, to the effect that all representations and warranties of RES Power Play made under this Agreement are true and correct as of the Closing, the same as though originally given to SGI on said date; (3B) certified A certificate from Power Play, signed by its Secretary, certifying: (i) that the attached copies of Power Play’s charter documents and resolutions adopted by RES’s Board of Directors authorizing the Merger board of directors of Power Play approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of Power Play executing this Agreement or any other document delivered in connection herewith on behalf of Power Play and (iii) the current capitalization of Power Play including, without limitation, all issued shares, all convertible debt and equity securities, all options and warrants, and all related mattersother securities other than non-convertible debt securities; (4C) executed copy letter of resignation from the Articles of Merger for filing in Nevadacurrent officers and directors; (5D) such other instruments duly executed Certificates of Merger in the form of those attached hereto as Exhibits A and documents as are required to be delivered pursuant to the provisions of this AgreementB; (6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9E) all other items, the delivery of which is a condition precedent to the obligations of BOOM, SGI as set forth in Section 8 6(b) hereof; (F) an employment agreement with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; (G) consulting agreements with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or Responsive Marketing Communications, Inc., as the case may be), ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, if such agreements are reached on mutually acceptable terms and conditions.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) BOOM AIDH will deliver, or will cause to be delivered, to RES MIS the following: (1) a certificate executed by the Chief Executive Officer President of BOOM AIDH to the effect that all representations and warranties made by BOOM under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES conditions set forth in Section 5 have been satisfied or RES Sub on said datewaived; (2) a certificate from the state of AIDH’s incorporation dated within ten business days of the Closing to the effect that AIDH is in good standing under the laws of said state; (3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (34) executed copy of the Articles of Merger for filing in Nevada; (45) certified copies of resolutions adopted by the stockholders and directors of BOOM AIDH authorizing the Merger; (56) all other items, the delivery of which is a condition precedent to the obligations of RES MIS and RES SubAS, as set forth herein; and (7) the legal opinion required by Section 10(c) hereof. (b) RES MIS and RES Sub AS will deliver or cause to be delivered to BOOMAIDH: (1) stock certificates representing those securities of RES MIS to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of RES each MIS and AS, to the effect that all representations and warranties of RES made under this Agreement are true and correct as of the Closingconditions set forth in Section 6 have been satisfied or waived; (3) certified copies of resolutions adopted by RESMIS’s and AS’s Board of Directors and AS’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of MIS and AS dated within ten business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Certificate and the Articles of Merger for filing in Nevada; (56) opinion of MIS’s counsel as described in Section 9(k) above; (7) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement, the Transaction Documents and as may be reasonably requested by AIDH; (6) 8) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1)MIS and AS; (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9) all other items, the delivery of which is a condition precedent to the obligations of BOOMAIDH, as set forth in Section 8 9 hereof.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) BOOM USRE will deliver, or will cause to be delivered, to RES CRE the following:; (1i) a certificate executed by the Chief Executive Officer Presidents of BOOM USRE to the effect that all representations and warranties made by BOOM USRE under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to RES CRE or RES Sub Seaglass on said datedate and that USRE has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by USRE on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of USRE’s incorporation dated within five business days of the Closing to the effect that it is in good standing under the laws of said state; (iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (3iv) any and all requisite and necessary documents to effect the transfer of the Claims to CRE by way of its ownership of Seaglass, to be filed and recorded with the appropriate federal and state agencies to memorialize the transfer; (v) an executed copy of the Articles Certificate of Merger related to the Merger contemplated by this Agreement for filing in NevadaNevada and Delaware; (4vi) certified copies of resolutions adopted by USRE’s Board of Directors approving the stockholders Merger Agreement and directors of BOOM authorizing other Transaction Documents related to the Merger; (5vii) All requisite and necessary documents evidencing the ownership of the Claims; and (viii) all other items, the delivery of which is a condition precedent to the obligations of RES CRE and RES SubSeaglass, as set forth herein; andin Section 9 above. (b) RES CRE and RES Sub Seaglass will deliver or cause to be delivered to BOOM:USRE; (1i) stock certificates representing those securities of RES CRE to be issued to USRE Stockholders as a part of the Merger as described in Section 2 2(c) hereof; (2ii) a certificate of the President Presidents of RES CRE and Seaglass, respectively, to the effect that all representations and warranties of RES CRE and Seaglass made under this Agreement are true and correct as of the Closing, the same as though originally given on said date; and that each of CRE and Seaglass has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by RESCRE’s Board and Seaglass’ Boards of Directors and Seaglass’ sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; (4iv) certificates from the jurisdictions of incorporation of CRE and Seaglass dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (v) an executed copy of the Articles Certificate of Merger for filing in NevadaNevada and Delaware; (5vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9vii) all other items, the delivery of which is a condition precedent to the obligations of BOOM, USRE as set forth in Section 8 hereof.

Documents at Closing. At 5.3.1 On or before the ClosingClosing Date, Americold shall deliver to Investor the following documents shall be delivered:(collectively, “AMC’s Closing Documents”): (a) BOOM will delivera final closing statement, or will cause executed by Americold, setting forth all adjustments to be deliveredthe Contribution Amount contemplated by this Agreement (the “Closing Statement”), to RES the following:duly executed by ▇▇▇▇▇▇▇▇▇; (1b) a certificate AMC’s Reaffirmation Certificate, duly executed by the Chief Executive Officer of BOOM to the effect that all representations and warranties made by BOOM under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub on said datesignatory thereto; (2c) such other instrumentsthe Joint Venture Agreement, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreementduly executed by ▇▇▇▇▇▇▇▇▇ ▇▇ Member or Americold; (3d) each Property Management Agreement, executed copy of by Property Manager and the Articles of Merger for filing in Nevadarespective Property Owner; (4e) certified copies the Americold Credit Support (as may be applicable), posted, issued or otherwise provided by or on behalf of resolutions adopted by the stockholders Company or its applicable Affiliates (including Americold and directors of BOOM authorizing its Affiliates) in accordance with the MergerDebt Commitment Letter (or the Definitive Agreements); (5f) all other itemsreal property transfer tax returns and forms and state specific closing documentation, the delivery of which is a condition precedent as and to the obligations of RES and RES Subextent required by applicable Law, executed by each applicable Company Subsidiary; (g) a Owner’s Affidavit in the form attached hereto as Exhibit I duly executed by ▇▇▇▇▇▇▇▇▇ (or such other designee agreed to by the Title Issuer) or each Property Owner, as set forth hereinapplicable; (h) a duly executed Non-Imputation Affidavit in the form attached hereto as Exhibit P; (i) a properly completed IRS Form W-9, duly executed by ▇▇▇▇▇▇▇▇▇ ▇▇ Member (or its tax owner, if Americold JV Member is disregarded as separate from its owner for U.S. federal income tax purposes); (j) if requested by Investor, evidence reasonably satisfactory to Investor that the Existing Management Agreements have been terminated as of Closing; (k) evidence that the Pre-Closing Restructuring has been consummated in accordance with this Agreement (and with respect to the Closing Date Restructuring, is being consummated concurrently with the Closing); (l) the Transportation Leases; (m) the Reciprocal Easement Agreement; and (bn) RES and RES Sub will such additional documents as are required by the terms of this Agreement or Title Issuer in connection with the transactions contemplated hereunder. 5.3.2 On or before the Closing Date, Investor shall deliver or cause to be delivered to BOOM:Americold the following (collectively, “Investor’s Closing Documents”): (1a) stock certificates representing those securities of RES to be issued the Contribution Amount as a part of the Merger as described provided in Section 2 2.2.1 hereof; (2b) a certificate of the President of RES to the effect that all representations and warranties of RES made under this Agreement are true and correct as of the ClosingClosing Statement, duly executed by Investor; (3c) certified copies of resolutions adopted Investor’s Reaffirmation Certificate, duly executed by RES’s Board of Directors authorizing the Merger and all related matterssignatory thereto; (4d) the Joint Venture Agreement, duly executed copy of the Articles of Merger for filing in Nevada;by Investor; and (5e) such other instruments and additional documents as are required to be delivered pursuant to by the provisions terms of this Agreement; (6) written resignation of all of Agreement or Title Issuer in connection with the officers and directors of RES pursuant to Section 2(c)(1); (7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9) all other items, the delivery of which is a condition precedent to the obligations of BOOM, as set forth in Section 8 hereoftransactions contemplated hereunder.