Common use of Supporting Documents Clause in Contracts

Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent and Acquisition Corp. The 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 of adopted by the Board of Directors (and any committees thereof) and the stockholders of the Company, certified by the Secretary of the Company, Company authorizing and approving the execution, delivery and performance of the Merger Documents to which the Company is or will be a party and the issuance, sale, and delivery of the Shares (which resolutions shall be in form and substance satisfactory to the Investor), and that all other documents such resolutions are still in full force and instruments effect and that no action has been taken or is proposed to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed taken by or on the Secretary part of the Company certifying to amend, modify or rescind the names, titles same in any respect; and (iv) the incumbency and signatures specimen signature of all officers of the officers authorized Company executing the Documents, the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to execute any documents the incumbency and signature of the officer signing the certificate referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.clause (iv); and (3d) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Investor may reasonably request.

Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (65) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent and Acquisition Corp. (a) The Lender shall have received on the following: Closing Date (1i) Copies a copy of resolutions of the Board of Directors and the stockholders of the CompanyBorrowers, certified as in full force and effect on the Closing Date by the Secretary of the CompanyBorrowers, authorizing and approving the execution, delivery and performance of the Merger Loan Documents and all other documents authorizing designated officers of the Borrowers to execute and instruments deliver the Loan Documents on behalf of the Borrowers and to be delivered pursuant hereto execute and thereto. deliver to the Lender Requests for Advances; (2ii) A a certificate of incumbency executed by the Secretary of the Company Borrowers, dated the Closing Date, certifying the names, titles incumbency and specimen signatures of the designated officers authorized to execute any documents referred to in this Agreement and further certifying that clause (i) above; (iii) a copy of the Certificate of Incorporation and By-laws of the Company delivered to Parent Borrowers, certified as true and Acquisition Corp. at the time correct on and as of the execution date on which Loan Documents are executed and delivered; (iv) Opinion of this Agreement have been validly adopted Counsel to the Borrowers in substantially the same form as attached hereto as Exhibit D; (v) Certificate of the Secretary of Healthcare Recoveries, Inc., and have not been amended or modifiedcopies of Cross- Receipts evidencing that Healthcare Recoveries, Inc., has closed on the sale of its common stock in its initial public offering; and (vi) such additional supporting documents as the Lender may request. (3b) A certificateThe Lender shall also have received on or before the date on which a Subsidiary becomes a Participating Subsidiary (i) a copy of resolutions of the Board of Directors and, dated if necessary, the Closing Date, executed shareholders of such Subsidiary certified as in full force and effect on the date thereof by the Company’s SecretarySecretary of such Subsidiary, certifying thatauthorizing such Subsidiary's execution, except for delivery and performance of, the filing Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such Subsidiary; (ii) a copy of the Certificate of Merger: (i) all consentsIncorporation or Articles of Incorporation, authorizations, orders and approvals ofas the case may be, and filings By-laws of such Subsidiary, certified as true and registrations with, any court, governmental body or instrumentality that are required for the execution correct on and delivery of this Agreement and the Certificate of Merger and the consummation as of the Merger shall have been duly made or obtained, date on which loan documents are executed and all material consents delivered by third parties that are required for the Merger have been obtainedsuch Subsidiary; and (iiiii) 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 certificates of Merger or the carrying out of the transactions contemplated by the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.to

Supporting Documents. Parent WCAS VII (on behalf of the Purchasers) and Acquisition Corp. its counsel shall have received copies of the followingfollowing supporting documents: (1i) Copies of resolutions (x) copies of the Board Certificate of Directors and the stockholders Incorporation of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and amendments thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence certified as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Delaware, and evidence (y) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Initial Closing Date and certifying (w) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement Amendment, the Stockholders Agreement Amendment and the issuance, sale and delivery of the Securities, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (y) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Certificate of Incorporation of the United States and in each other jurisdiction where Company has not been amended since the character date of the property owned last amendment referred to in the certificate delivered pursuant to clause (i)(x) above; and (z) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Registration Rights Agreement Amendment, the Stockholders Agreement Amendment and the stock certificates representing the Initial Shares and any certificate or leased instrument furnished pursuant hereto, and a certification by it or another officer of the nature Company as to the incumbency and signature of its activities makes such qualification necessary.the officer signing the certificate referred to in this paragraph (ii); and (6iii) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. Parent and Acquisition Corp. Sibling shall have received the following: (1i) Copies of resolutions of the Board of Directors and the stockholders of the CompanySona, certified by the Secretary of the CompanySona, authorizing and approving the execution, delivery and performance of the Merger Acquisition Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the Secretary of the Company Sona certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate articles of Incorporation incorporation and By-laws bylaws of the Company Sona delivered to Parent and Acquisition Corp. Sibling 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 CompanySona’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Acquisition Documents. (4iv) A certificate The executed resignation of ▇▇▇▇ ▇▇▇▇▇▇▇, as an officer and director of Sona, with the Chief Executive Officer of resignations to take effect at the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversionsClosing Date. (5v) Evidence as of a recent date of the good standing and corporate existence of the Company Sona issued by the Secretary of State of the State of Delaware Texas and evidence that the Company Sona is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. 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. Parent On or prior to the Closing Date the Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing supporting documents: (i) copies of (1) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered (as the same shall be in effect after giving effect to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificateMerger), dated the Closing Dateincluding all amendments thereto, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence certified as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Delaware, which shall be substantially in the form of Exhibit D hereto, and evidence that (2) a certificate of said Secretary, dated as of a recent date, as to the due incorporation and good standing of the Company, and listing all documents relating to the Company is qualified to transact business as on file with said official; and (ii) a foreign corporation and is in good standing in each state certificate of the United States and in each other jurisdiction where the character Secretary or an Assistant Secretary of the property owned or leased Company, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification (as the same shall be in effect after giving effect to the Merger), which shall be substantially in the form of Exhibit E hereto; (2) that attached thereto is a true and complete copy of resolutions adopted by it or the nature Board of its activities makes such qualification necessary. Directors of the Company authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the Merger Agreements, the issuance, sale and delivery of the CCW Shares, the issuance, sale and delivery by Centennial (6as the corporation surviving the Merger) Such additional supporting documentation of the Centennial Shares and other information with respect to the Note and the performance of the transactions contemplated hereby by the Merger Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; and (4) as Parent to the incumbency and Acquisition Corp. may reasonably requestspecimen signature of each officer of the Company executing this Agreement and the Ancillary Agreements, the stock certificates representing the CCW Shares, the Note and the stock certificates representing the Centennial Shares (on behalf of the corporation surviving the Merger) and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders shareholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (65) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent and Acquisition Corp. Buyer shall have received the followingdocuments set forth below: (18.3.1 Certificate(s) Copies of resolutions representing all of the Board Shares, free and clear of Directors all Liens, with any necessary federal, state and local transfer stamps affixed thereto, duly endorsed or accompanied by duly executed stock powers, in the form attached hereto as Exhibit 8.3.1; 8.3.2 Certificate(s) representing all of the ownership interests of the Companies’ Subsidiaries; 8.3.3 A certificate signed by an authorized officer of the Shareholder dated the Closing Date and certifying that (i) the representations and warranties of the Companies and the stockholders Shareholder set forth in Article 5 and Article 6 hereof are true and correct at and as of the CompanyClosing Date, certified by as though then made (other than those representations and warranties that address matters as of particular dates, in which case such representations and warranties shall be true and correct as of such particular dates), except to the extent that failure of such representations and warranties to be true and correct as of such date do not result in a Material Adverse Effect, and (ii) as of the Closing Date, that condition set forth in Section 8.1 is satisfied. 8.3.4 Certificates of the Secretary or an Assistant Secretary of the CompanyCompanies and the Companies’ Subsidiaries dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the organizational documents (e.g., Articles of Incorporation/Organization and Bylaws/Operating Agreement) of such entity as in effect on the date of such certification; and (ii) that the organizational documents have not been amended since the date of the last amendment referred to in the organizational documents attached pursuant to subsection (i) above; 8.3.5 A certificate of the Secretary or an Assistant Secretary of the Shareholder dated the Closing Date and certifying that attached thereto is a true and complete copy of all resolutions adopted by the Managers of the Shareholder authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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, ancillary agreements 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 the Merger Documents. (4) A certificate this Agreement and that all such resolutions are in full force and effect as of the Chief Executive Officer Closing Date; and 8.3.6 Certificates of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing for the Companies and corporate existence of the Company issued by Companies’ Subsidiaries from the Secretary of State of the State of Delaware and evidence that the Company is qualified jurisdiction in which such entity was formed dated no more than five (5) days prior to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessaryClosing. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent The Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing documents: (1i) Copies of resolutions of (A) the Board of Directors and the stockholders of the CompanyCharter, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Illinois, and(B) a certificate of said Secretary dated as of a recent date as to the due incorporation and evidence that good standing of the Company, the payment of an franchise taxes by the Company is qualified to transact business as a foreign corporation and is in good standing in each state listing all documents of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessaryCompany on file with said Secretary. (6ii) Such a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Voting Agreement, the issuance, sale and delivery of the Preferred Shares and the reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Voting Agreement; (C) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement or the Voting Agreement, the stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the (iii) such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel reasonably may reasonably request.

Supporting Documents. Parent and Acquisition Corp. (a) The Lender shall have also received on the following: Closing Date (1i) Copies a copy of resolutions of the Board of Directors and the stockholders of each of the CompanyBorrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the Companyrespective Borrower, authorizing and approving the execution, delivery and performance of the Merger Loan Documents and all other documents authorizing designated officers of the Borrowers to execute and instruments deliver the Loan Documents on behalf of the Borrowers, and with respect to be delivered pursuant hereto Hibbett, to execute and thereto. deliver to the Lender a Request for Advance or Interest Rate Election forms; (2ii) A a certificate of incumbency executed by the Secretary or Assistant Secretary of each of the Company Borrowers, dated such date, certifying the names, titles and signatures that (A) an attached copy of the officers authorized to execute any documents referred to in this Agreement Certificate of Incorporation and further certifying bylaws of such Borrower as true and correct as of such date, (B) that the Certificate of Incorporation and By-laws Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Lender and its counsel; and (iv) such additional supporting documents as the Lender or modifiedits counsel may reasonably request. (3b) A certificate, dated The Lender shall also have received on or before any date after the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: Date on which a person becomes a Participating Entity (i) all consentsa copy of resolutions of the Board of Directors and, authorizationsif necessary, orders the shareholders, partners or members of such person certified as in full force and approvals effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and filings all other agreements and registrations withinstruments that this Agreement requires to be executed, any courtdelivered and performed by such person; (ii) a copy of the organizational documents of such person, governmental body certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or instrumentality that formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 63 (with such changes therein as are required for appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made requires to be executed or obtained, and all material consents delivered (or both) by third parties that are required for the Merger have been obtainedsuch person (including a fully executed Assumption Agreement); and (iivi) 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Lender or its counsel may reasonably request.

Supporting Documents. Parent The Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing documents: (1i) Copies of resolutions a certificate of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the or an Assistant Secretary of the Company certifying dated the names, titles Closing Date and signatures certifying: (A) that attached thereto is a true and complete copy of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Restated Certificate of Incorporation and By-laws of the Company delivered as in effect on the date of such certification; (B) as to Parent the due incorporation and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer good standing of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence listing all documents of the Company issued by on file with the Secretary of State of the State of Delaware New York; (C) that attached thereto is a true and evidence complete copy of all resolutions adopted by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Preferred Stock, the Warrants, the Registration Rights Agreement and the Stock Restriction Agreement, the issuance, sale and delivery of the Preferred Stock and Warrants and the reservation, issuance and delivery of the preferred Stock and Warrants and the reservation, issuance and delivery of the Common Conversion Shares and Preferred Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Preferred stock, the Warrants, the Registration Rights Agreement and the Stock Restriction Agreement; (D) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Restated Certificate of Incorporation has not been amended since the date of the United States last amendment referred to in the certificate delivered pursuant to clause (B) above; (E) to the incumbency and in specimen signature of each other jurisdiction where the character officer of the property owned Company executing this Agreement, the Preferred Stock, the Warrants, the Registration Rights Agreement, or leased any of the Stock Restriction Agreement and any certificate or instrument furnished pursuant hereto and a certification by it or another officer of the nature Company as to the incumbency and signature of its activities makes such qualification necessary.the officer signing the certificate referred to in this clause (i); (6ii) Such a certificate of the Treasurer of the Company dated the Closing Date and certifying as to the payment of all excise taxes by the Company; and (iii) such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel reasonably may reasonably request.

Supporting Documents. Parent On the Initial Closing Date (unless otherwise noted below), the Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing documents: (1A) Copies of resolutions of the Board of Directors and the stockholders of the Company, Charter certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing and the Company’s payment of all franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Company’s Secretary dated the Initial Closing Date, certifying: (A) that attached thereto is a true, correct and complete copy of the Bylaws as in effect on the date of such certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board and the Company’s stockholders authorizing the execution, delivery and performance of each of the Transaction Documents, the issuance, sale and delivery of the Preferred Shares and the reservation of the Conversion Shares and the Warrants (and Series B-1 Shares exercisable thereon), and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the only resolutions adopted in connection with the transactions contemplated by the Transaction Documents; (C) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Charter has not been amended since the date of the United States last amendment referred to in the certificate delivered pursuant to clause (i)(A) above; and in (D) to the incumbency and specimen signature of each other jurisdiction where the character officer of the property owned Company executing any of the Transaction Documents, the stock certificates representing the Preferred Shares and any certificate or leased instrument furnished pursuant thereto, and a certification by it or another authorized officer of the nature Company as to the incumbency and signature of its activities makes such qualification necessary.the officer signing the certificate referred to in this clause (ii); (6iii) Such a certificate, executed by an officer of the Company, dated the applicable Closing Date, certifying to the fulfillment of the specific conditions set forth in Section 4.1(c) and Section 4.1(d) hereof and to the fulfillment of all of the conditions in this Article IV in general; and (iv) such additional supporting documentation documents and other information with respect to the transactions contemplated hereby Company’s operations and affairs as Parent the Purchasers or their counsel reasonably may request. All such documents shall be satisfactory in form and Acquisition Corp. may reasonably requestsubstance to the Purchasers and their counsel.

Supporting Documents. Parent The Purchasers and Acquisition Corp. shall their counsel have received copies of the followingfollowing documents: (1i) Copies of resolutions of (A) the Board of Directors and the stockholders of the CompanyCharter, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Delaware, (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and evidence good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary and (C) a certificate of the Secretary of State of the jurisdiction of incorporation of each of the Company's Subsidiaries dated as of a recent date as to the due incorporation and good standing of such Subsidiary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the board of directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Stockholders Agreement, the issuance, sale and delivery of the Series B Preferred Shares and the Warrants and the reservation, issuance and delivery of the shares of common stock issuable upon exercise of the Warrants or conversion of Series B Preferred Shares and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and the Stockholders Agreement; (C) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Charter has not been amended since the date of the United States last amendment referred to in the certificate delivered pursuant to clause (i) (B) above; and in (D) to the incumbency and specimen signature of each other jurisdiction where the character officer of the property owned or leased Company executing the Transaction Documents and a certification by it or another officer of the nature Company as to the incumbency and signature of its activities makes such qualification necessary.the officer signing the certificate referred to in this clause (ii); and (6iii) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel reasonably may reasonably request.

Supporting Documents. Parent On or prior to the Closing Date the Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing supporting documents: (i) copies of (1) Copies the Articles of resolutions of the Board of Directors and the stockholders Organization of the Company, the Guarantor and Apparel, including all amendments thereto, certified as of a recent date by the Secretary of State or the appropriate official of the relevant state of incorporation, and (2) certificates of said Secretary or official, dated as of a recent date, as to the due incorporation and good standing of the Company, the Guarantor, Apparel and each such subsidiary, and listing all documents on file with said official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company, of the Secretary or Assistant Secretary of the Guarantor and of the Secretary or an Assistant Secretary of Apparel, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the By-laws of the Company, the Guarantor or Apparel, as the case may be, as in effect on the date of such certification and at all times since the date hereof; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company, the Guarantor or Apparel, as the case may be, authorizing and approving the execution, delivery and performance of this Agreement, the Merger Documents Asset Purchase Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities, the reservation, issuance and delivery of the Warrant Shares, and the performance of the Asset Purchase and that all other documents such resolutions are still in full force and instruments effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Articles of Organization of the Company, the Guarantor or Apparel, as the case may be, has not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(2) above; and thereto. (24) A certificate as to the incumbency and specimen signature of incumbency executed by the Secretary each officer of the Company certifying Company, the namesGuarantor or Apparel, titles as the case may be, executing this Agreement, the Notes, the Warrants and signatures the Ancillary Agreements and any certificate or instrument furnished pursuant hereto, and a certification by another officer of said corporation as to the incumbency and signature of the officers authorized to execute any documents officer signing the certificate referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 paragraph (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 ). All such documents shall be satisfactory in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing form and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect substance to the transactions contemplated hereby as Parent Purchasers and Acquisition Corp. may reasonably requesttheir counsel.

Supporting Documents. Parent and Acquisition Corp. On or prior to the Closing Date, the Lender shall have received (i) a certificate of good standing for the following: (1) Copies Company and each of resolutions its Subsidiaries from the secretary of state of the Board states of Directors and the stockholders their organizational jurisdiction dated as of the Company, a recent date; (ii) certified by the Secretary copies of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 Incorporation and the consummation By-Laws or other organizational documents, as applicable 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 obtainedeach of its Subsidiaries; and (iiiii) 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 the Merger Documents. (4) A a certificate of the Chief Executive Officer Secretary or an Assistant Secretary of the Company certifying and each of its Subsidiaries dated the satisfaction Closing Date and certifying: (x) that neither the Certificates of Incorporation nor the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence By-laws of the Company issued nor of any Subsidiary of the Company has been amended since the date of their certification (or if there has been any such amendment, attaching a certified copy thereof); (y) that attached thereto is a true and complete copy of resolutions adopted by the Secretary Board of State Directors of the State Company and by the board of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in directors or other governing body or Persons of each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation Subsidiaries authorizing the execution, delivery and other information performance of each Loan Document to which it is a party and, with respect to the transactions contemplated hereby Company, the borrowings and other extensions of credit hereunder; and (z) the incumbency and specimen signature of each officer of the Company and of each officer or other authorized Person of each of its Subsidiaries executing each Loan Document to which the Company or any Subsidiary of the Company is a party and any certificates or instruments furnished pursuant hereto or thereto, and a certification by another officer of the Company and each of its Subsidiaries as Parent to the incumbency and Acquisition Corp. signature of the Secretary or Assistant Secretary of the Company and each of its Subsidiaries; and (iv) such other documents as the Lender may reasonably request.. For purposes of this subsection (e), the term "Subsidiary" shall not include P&H Partnership, Gerber Gardens/1-800-Flowers, LLC or ▇▇▇▇▇▇ de Excito, Inc.

Supporting Documents. Parent The Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing documents: (1i) Copies of resolutions of (A) the Board of Directors and the stockholders of the CompanyCharter, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Delaware, (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and evidence good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary, and (C) certificates of good standing or authority to conduct business from each state in which the absence of such good standing or authority to conduct business would have a Material Adverse Effect on the Company; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the issuance, sale and delivery of the Preferred Shares and the reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement; (C) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Charter has not been amended since the date of the United States last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and in (D) to the incumbency and specimen signature of each other jurisdiction where the character officer of the property owned Company executing this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the stock certificates representing the Preferred Shares and any certificate or leased instrument furnished pursuant hereto, and a certification by it or another officer of the nature Company as to the incumbency and signature of its activities makes such qualification necessary.the officer signing the certificate referred to in this clause (ii); and (6iii) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel reasonably may reasonably request.

Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders Stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s 's Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (5) Employment Agreements between Parent and each of the following individuals: R▇▇▇▇▇ ▇▇▇▇, J▇▇▇▇ ▇▇▇▇▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and D▇▇▇▇ ▇▇▇▇▇▇▇▇, each of which agreements shall be effective as of the Closing Date. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent The Purchaser and Acquisition Corp. its counsel shall have received copies of the followingfollowing documents: (1a) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders the Amended and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery Restated Articles 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence Incorporation certified as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware California; (ii) the organizational documents of each Subsidiary in effect as of the Closing Date, certified by the Secretary of State of the state of its organization; and evidence that (iii) certificates, as of the most recent practicable dates, as to the corporate good standing of the Company is qualified to transact business as a foreign corporation and is in good standing in each state Subsidiary issued by the Secretary of State of the United States jurisdictions in which the Company and in each other jurisdiction where the character of the property owned Subsidiary is organized, conducting business, or leased by it otherwise required to be licensed or the nature of its activities makes such qualification necessaryqualified. (6b) Such a certificate of the Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the Bylaws of the Company and the bylaws or operating agreements of each Subsidiary as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and/or the stockholders of the Company authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements, the issuance, sale, and delivery of the Series D Preferred Stock and the Warrants and the reservation, issuance, and delivery of the Conversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) that the Articles of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to Section 4.6(a)(i); and (iv) to the incumbency and specimen signature of each officer of the Company executing this Agreement and the Ancillary Agreements, the stock certificates representing the Series D Preferred Stock, the Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this Section 4.6(b); and (c) such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchaser or their counsel reasonably may reasonably request.

Supporting Documents. Parent and Acquisition Corp. On or prior to the Closing Date, the Agent shall have received the followingfollowing documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities: (1a) Copies a certificate of resolutions good standing of the Board of Directors and the stockholders of the Company, each Borrower certified by the Secretary of the CompanyState, authorizing and approving the executionor other appropriate governmental authority, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.their respective jurisdictions of incorporation or formation; (2b) A a certificate of incumbency executed by qualification of each Borrower to transact business in the Secretary State of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued Florida certified by the Secretary of State of the State of Delaware and evidence Florida; (c) a copy of the articles of incorporation or certificate of limited partnership, as appropriate, of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of their respective jurisdictions of incorporation or formation, accompanied by a certificate from an appropriate officer of such Borrower that the Company copy is qualified to transact business as a foreign corporation complete and is in good standing in each state that the articles of incorporation or certificate of limited partnership have not been amended, annulled, rescinded, or revoked since the date of the United States and in each other jurisdiction where the character certificate of the property owned Secretary of State or leased other appropriate governmental authority; (d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by it a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the nature of its activities makes such qualification necessary.last amendment reflected in the copy, if any; (6e) Such a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate; (f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete; (g) such additional supporting documentation and other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Agent may reasonably request.

Supporting Documents. Parent and Acquisition Corp. On or prior to the Closing Date, the Purchasers shall have received copies of the followingfollowing supporting documents: (1) Copies copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 courtamendments thereto, 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence certified as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that (2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company is qualified to transact business as a foreign corporation and is in good standing in each state listing all documents of the United States and in each other jurisdiction where the character Company on file with said Secretary; (ii) a certificate of the property owned Secretary of the Company dated the Closing Date and certifying: (1) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the Shareholders Agreement Amendment, the performance of this Agreement and the Shareholders Agreement, the filing of the Restated Certificate of Incorporation, the issuance of the Preferred Shares and the Conversion Shares and the reservation of shares of Common Stock for issuance upon conversion of the Preferred Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement; (3) that attached thereto is a true and complete copy of resolutions adopted by the shareholders of the Company authorizing the filing of the Restated Certificate of Incorporation and that all such resolutions are still in full force and effect and are all the shareholder resolutions adopted in connection with the transactions contemplated by this Agreement; (4) that, except for the filing of the Restated Certificate of Incorporation, the Certificate of Incorporation of the Buyer has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; (5) attached thereto is a true and correct copy of the Acquisition Agreement together with all exhibits, annexes, schedules and other material documents executed or leased by it delivered in connection with the Acquisition (collectively, the "ACQUISITION DOCUMENTS") and (5) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Shareholders Agreement Amendment and/or any certificate or the nature of its activities makes such qualification necessary.instrument furnished pursuant hereto; (6iii) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel may reasonably request. All such supporting documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders Stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate Articles of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate Statement of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (65) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent and Acquisition Corp. (a) The Agent, on behalf of the Lenders, shall have also received on the following: Closing Date (1i) Copies a copy of resolutions of the Board of Directors and the stockholders of each of the CompanyBorrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the Companyrespective Borrower, authorizing and approving the execution, delivery and performance of the Merger Loan Documents and all other documents authorizing designated officers of the Borrowers to execute and instruments deliver the Loan Documents on behalf of the Borrowers, and with respect to be delivered pursuant hereto Hibbett, to execute and thereto. deliver to the Agent a Competitive Bid Quote Request form or a Request for Advance or Interest Rate Election or Request of Issuance of Letters of Credit forms; (2ii) A a certificate of incumbency executed by the Secretary or Assistant Secretary of each of the Company Borrowers, dated such date, certifying the names, titles and signatures that (A) an attached copy of the officers authorized to execute any documents referred to in this Agreement Certificate of Incorporation and further certifying bylaws of such Borrower as true and correct as of such date, (B) that the Certificate of Incorporation and By-laws Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Agent and its counsel; and (iv) such additional supporting documents as the Agent or modifiedits counsel may reasonably request. (3b) A certificate, dated The Agent shall also have received on or before any date after the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: Date on which a person becomes a Participating Entity (i) all consentsa copy of resolutions of the Board of Directors and, authorizationsif necessary, orders the shareholders, partners or members of such person certified as in full force and approvals effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and filings all other agreements and registrations withinstruments that this Agreement requires to be executed, any courtdelivered and performed by such person; (ii) a copy of the organizational documents of such person, governmental body certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or instrumentality that formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are required for appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made requires to be executed or obtained, and all material consents delivered (or both) by third parties that are required for the Merger have been obtainedsuch person (including a fully executed Assumption Agreement); and (iivi) 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Lender or its counsel may reasonably request.

Supporting Documents. Parent and Acquisition Corp. The Administrative Agent shall have received for each of the followingBorrowers and the Guarantor: (1i) Copies a copy of each Organizational Document originally executed and delivered by each Borrower and the Guarantor, as applicable, and, to the extent 139 applicable, certified as of a recent date by the applicable Governmental Authority, each dated the Closing Date or a recent date prior thereto; provided, that the Administrative Agent may, in its discretion, accept Organizational Documents of the Borrowers and the Guarantor certified by a Secretary or Assistant Secretary of the Borrowers and the Guarantor in lieu of certification by Governmental Authorities (subject to receipt of an undertaking from the Borrowers and the Guarantor to effect delivery of such documents certified by a Governmental Authorities on a post-Closing Date basis); (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party, dated as of the Closing Date; (iii) duly adopted resolutions of the Board board of Directors directors or similar governing body of each Borrower and the stockholders of the Company, certified by the Secretary of the Company, Guarantor approving and authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate other Loan Documents to which it is a party or by which it or its assets may be bound as of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing certified as of the Certificate Closing Date by its secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of Merger: (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 each Borrower's and the Certificate Guarantor's jurisdiction of Merger incorporation, organization or formation 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth each jurisdiction in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company which it is qualified to transact business as a foreign corporation or other entity to do business (except in the case of United States Gypsum Company, L&W Supply Corporation and is in USG Interiors, Inc., as to which good standing certificates shall be delivered in respect of their respective jurisdictions of incorporation and the jurisdictions in which their principal places of business are located) each state of dated a recent date prior to the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.Closing Date; and (6v) Such additional supporting documentation and such other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Administrative Agent may reasonably request.

Supporting Documents. Parent and Acquisition Corp. The Purchasers at the Closing shall have received the following: (1) a favorable opinion from ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., counsel to the Company, dated as of the Closing Date (the form of which opinion will be attached to this Agreement as Exhibit D), with respect to: (A) the Company’s corporate existence, power, authority and good standing; (B) the due authorization, execution and delivery of this Agreement, the other Transaction Documents and the Amended and Restated Certificate of Incorporation; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Amended and Restated Certificate of Incorporation or the Transaction Documents with the Charter Documents, any contracts listed in a schedule to such opinion, any applicable laws or any judgment, order or decree applicable to the Company; (E) the Company’s capitalization (including that all outstanding securities, including the Series A Preferred Stock, are validly issued, fully paid and non-assessable); (F) the due authorization of the Conversion Shares and upon issuance thereof that such shares will be validly issued, fully paid and non-assessable; (G) the sale of the Series A Preferred Shares and issuance of shares of Common Stock upon conversion thereof as exempt transactions under the Securities Act; and (H) any Governmental Approvals required to be obtained by the Company for the execution and filing of the Amended and Restated Certificate of Incorporation, or the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents; (2) Copies of resolutions of the Board of Directors of the Company, certified by the Secretary of the Company, authorizing and approving the filing of the Amended and Restated Certificate of Incorporation, the execution, delivery and performance of the Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (3) Copies of resolutions of the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance filing of the Merger Amended and Restated Certificate of Incorporation and the transactions contemplated thereby and by the Transaction Documents and all other documents and instruments that are subject to be delivered pursuant hereto and thereto.stockholder approval; and (24) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement subparagraphs (2) and (3) above and (B) further certifying that the Amended and Restated Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. the Purchasers at the time of the execution of this Agreement have has been validly adopted and have has not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent The Purchaser and Acquisition Corp. its counsel shall have received copies of the followingfollowing documents: (1i) Copies (A) the Certificate, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary, dated as of a recent date, as to the due organization and good standing of the Company; (ii) certificates of the Secretary or an Assistant Secretary of the Company and each Related Party dated the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws (or, other organizational documents) of the Company or Related Party, as applicable, as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions of adopted by the Board of Directors and the stockholders of the CompanyCompany or Related Party, certified by the Secretary of the Companyas applicable, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by Transaction Documents, the Secretary of the Company certifying the namesissuance, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 sale and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtainedPurchased Units, and that all material consents by third parties that such resolutions are required for in full force and effect and are all 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 resolutions adopted in respect of, this Agreement or the Certificate of Merger or the carrying out of connection with the transactions contemplated by the Merger Transaction Documents. ; (4C) A certificate that the Certificate or other appropriate organizational document, as applicable has not been amended since the date of certification set forth on the Chief Executive Officer Certificate or other organizational document delivered pursuant to clause (i)(A) above; (D) that no proceeding for liquidation or dissolution of the Company certifying or Related Party, as applicable, is pending or contemplated; and (E) to the satisfaction incumbency of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence each officer of the Company issued by the Secretary of State or Related Party, as applicable, executing any of the State Transaction Documents and any certificate or instrument furnished pursuant hereto, and a certification by another officer of Delaware and evidence that the Company is qualified or Related Party, as applicable, as to transact business as a foreign corporation and is in good standing in each state the incumbency of the United States and officer signing the certificate referred to in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.this clause (ii); and (6iii) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchaser or their counsel reasonably may reasonably request.

Supporting Documents. Parent and Acquisition Corp. The Purchaser shall have received the following: (i) A favorable opinion (the "Company Opinion") from ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, or ▇▇▇▇▇▇▇▇ 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 the Board of Directors and the stockholders of the Company, certified by the Secretary or other authorized officer of the Company, authorizing and approving the filing of the Certificate of Designation, the execution, delivery and performance of the Merger Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto.; (2iii) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute any documents referred the Transaction Documents to in this Agreement be executed by the Company and (B) further certifying that the Certificate Articles of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. the Purchaser 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 Company’s Secretary, certifying that, except for to the filing of extent provided in the Certificate of Merger: (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 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 the Merger Documents.and (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6iv) Such additional supporting documentation and other information with respect to the transactions contemplated hereby by this Agreement as Parent and Acquisition Corp. the Purchaser or its counsel, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, may reasonably request.

Supporting Documents. Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders shareholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary Department of State of the State of Delaware New York and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (5) Employment Agreements between Parent and each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.

Supporting Documents. Parent and Acquisition Corp. The Buyer shall have received from the Sellers the following: (1a) Copies of resolutions A copy of the Board Articles of Directors and the stockholders Incorporation of the CompanyCorporation and all amendments thereto, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware North Carolina and evidence a copy of the Articles of Organization of the LLC and all the amendments thereto, certified as of a recent date by the Secretary of State of the State of North Carolina; (b) One or more certificates of the Secretary of State of the State of North Carolina dated as of a recent date as to the due incorporation or organization and good standing of the Sellers, and stating that the Company is qualified to transact business as a foreign corporation Sellers owe no franchise taxes in such state and is in good standing in each state listing all charter documents of the United States and in each other jurisdiction where the character Sellers on file with said official; (c) Certificates of the property owned Secretary or leased by it an Assistant Secretary of the Corporation, and of the Manager of the LLC, and dated the date of the Closing and certifying (i) that attached thereto is a true, complete and correct copy of the By-laws of the Corporation or the nature Operating Agreement of its activities makes the LLC as in effect on the date of such qualification necessary.certification, (ii) that the Articles of Incorporation of the Corporation and the Articles of Organization and the Operating Agreement of the LLC have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to Subsection (a) above, (iii) that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of the Corporation, the Managers of the LLC, the shareholders of the Corporation and the members of the LLC approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Sellers of this Agreement and the sale and transfer of the Purchased Assets as in effect on the date of such certification, and (iv) as to the incumbency and signatures of those officers and managers of the Sellers executing any instrument or other document delivered in connection with such transactions; (6d) Such additional supporting documentation and other information Uniform Commercial Code Search Reports on Form UCC-11 with respect to the transactions contemplated hereby Sellers from the states and local jurisdictions where the principal places of business of the Sellers and the Purchased Assets are located; and (e) Such reasonable additional supporting documents and other information as Parent and Acquisition Corp. the Buyer or its counsel may reasonably request.

Supporting Documents. Parent and Acquisition Corp. On or prior to the date hereof, the ------------- -------------------- Bank shall have received the followingfollowing supporting documents, all of which shall be satisfactory in form and substance to the Bank: (1a) Copies A certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the Company certifying (A) that attached thereto is a true and correct copy of certain resolutions of adopted by the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, Company authorizing and approving the execution, delivery and performance of the Merger Loan Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary performance of the Company certifying Company's obligations and the namesborrowings thereunder, titles which resolutions have not been altered or amended in any respect, and signatures remain in full force and effect at all times since their adoption: (B) that attached thereto is a true and correct copy of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent Company, that such Certificate of Incorporation has not been altered or amended, and Acquisition Corp. at the time of the execution of this Agreement no other charter documents have been validly adopted and have not been amended or modified. (3) A certificatefiled, dated since the Closing Date, executed by the Company’s Secretary, certifying that, except for date of the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body last amendment thereto or instrumentality that are required for other charter document as indicated on 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Florida attached thereto; and evidence that (C) the incumbency and signatures of the officers of the Company is qualified signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Company in connection therewith, and (ii) another authorized officer of the Company certifying the incumbency and signature of the Secretary or Assistant Secretary of the Company; (b) A certificate of the Florida Secretary of State dated as of a recent date, as to transact business the good standing of the Company; (c) A copy of the corporate By-Laws certified by the Secretary as a foreign corporation true and 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 it or the nature of its activities makes such qualification necessary.correct copy; (6d) Such additional supporting documentation and other information with respect or similar documents as the Bank may reasonably request in regard to the transactions contemplated hereby as Parent and Acquisition Corp. may reasonably request.Company. ARTICLE SIX ----------- COLLATERAL ----------

Supporting Documents. Parent and Acquisition Corp. The Company shall have received the following, each in form and substance reasonably satisfactory to the Company and its counsel: (1i) Copies of resolutions of the Board Parent’s and Acquisition Corp.’s respective boards of Directors directors and the stockholders sole shareholder of the CompanyAcquisition Corp., certified by the Secretary of the Companytheir respective Secretaries, authorizing and approving approving, to the extent applicable, 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 Secretary respective Secretaries of the Company Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute any the documents referred to in this Agreement and further certifying that the Certificate articles or certificates of Incorporation incorporation and Byby-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Company’s SecretaryPresident and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (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. (4iv) A certificate of the Chief Executive Officer Computershare Trust Company, Inc., Parent’s transfer agent and registrar, certifying as of the Company certifying business day prior to the satisfaction Closing Date a true and complete list of the matters set forth in Section 6.14 hereofnames and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with copies the number of the consents shares of the holders of such securities to such conversionsParent Common Stock held by each record owner. (5v) Copies of the audit opinions and audit reports from ▇▇▇▇▇▇▇▇ & Company, P.A. with respect to any and all financial statements of Parent that had been audited by such firm. (a) The executed resignations of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ as Chairman of the Board of Directors, President, Chief Financial Officer and Secretary, Divo Milan as a Director, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Director, with the resignations to take effect at the Effective Time, except that the resignation of ▇▇. ▇▇▇▇▇▇▇▇▇▇ as Director shall take effect upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, and (b) the executed releases from Messrs. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Kossuth in the form attached hereto as Exhibit H-1 and the executed release from ▇▇▇▇ ▇▇▇▇▇▇ in the form attached hereto as Exhibit H-2. (vii) One or more executed lock-up agreements, substantially in the form attached hereto as Exhibit I, covering the 940,245 shares of Parent Common Stock issued and outstanding prior to the Closing that are owned by ▇▇▇▇ ▇▇▇▇▇▇, or entities owned and/or controlled by him. (viii) Evidence as of a recent date within ten (10) days of the Effective Time of the good standing and corporate existence of the Company Parent issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessaryNevada. (6ix) Evidence as of a date within ten (10) days of the Effective Time of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Delaware. (x) A representation letter substantially in the form attached hereto as Exhibit K-1 executed by each of the Directors of Parent and a representation letter substantially in the form attached hereto as Exhibit K-2 executed by ▇▇▇▇ ▇▇▇▇▇▇. (xi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. the Company may reasonably request.

Supporting Documents. Parent and Acquisition Corp. Sibling shall have received the following: (1i) Copies of resolutions of the Board of Directors and the stockholders of the CompanySona, certified by the Secretary of the CompanySona, authorizing and approving the execution, delivery and performance of the Merger Acquisition Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the Secretary of the Company Sona certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate articles of Incorporation incorporation and By-laws bylaws of the Company Sona delivered to Parent and Acquisition Corp. Sibling 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 CompanySona’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Acquisition Documents. (4iv) A certificate The executed resignation of N▇▇▇ ▇▇▇▇▇▇▇, as an officer and director of Sona, with the Chief Executive Officer of resignations to take effect at the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversionsClosing Date. (5v) Evidence as of a recent date of the good standing and corporate existence of the Company Sona issued by the Secretary of State of the State of Delaware Texas and evidence that the Company Sona is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent and Acquisition Corp. 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. Parent and Acquisition Corp. On or prior to the date of this Agreement, Administrative Agent shall have received the following: (1) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments required hereunder or otherwise reasonably required by Lenders to be executed and delivered pursuant hereto or otherwise provided to Administrative Agent in form and thereto.substance satisfactory to Lenders and their counsel, including without limitation: (2a) a certificate of good standing of Borrower and each Guarantor certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of Borrower and each Guarantor; (b) certificates of qualification to do business of Borrower and each Guarantor certified by the secretary of state, or other appropriate governmental authority, of each state in which the chief executive office or any material manufacturing plant of Borrower or the Guarantor is located; (c) A certificate of incumbency executed by the Secretary copy of the Company certifying articles of incorporation of Borrower and each Guarantor, accompanied by a certificate from an appropriate officer of Borrower and each Guarantor that the namescopy is complete and that the articles of incorporation have not been amended, titles and signatures annulled, rescinded, or revoked except as reflected in the copy, if any; (d) a copy of the bylaws of Borrower and each Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of Borrower and each Guarantor that the copy is true and complete and that the bylaws have not been amended, annulled, rescinded, or revoked except as reflected in the copy, if any; (e) a copy of resolutions of the board of directors of Borrower and each Guarantor authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and the transactions thereunder, and specifying the officer or officers of Borrower and each Guarantor authorized to execute any documents referred to in this Agreement and further certifying the Loan Documents, accompanied by a certificate from an appropriate officer that the Certificate of Incorporation resolutions are true and By-laws of the Company delivered to Parent complete, were duly adopted at a duly called meeting in which a quorum was present and Acquisition Corp. at the time of the execution of this Agreement have been validly acting throughout, or were duly adopted by written action, and have not been amended amended, annulled, rescinded or modified. (3) A certificate, dated revoked in any respect and remain in full force and effect on the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing date of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereofcertificate, together with copies an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of Borrower and each Guarantor as of the consents date of this Agreement, accompanied by a certificate from an appropriate officer that the holders of such securities to such conversions.information is true and complete; and (5f) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to the transactions contemplated hereby documents as Parent and Acquisition Corp. Lenders may reasonably request.

Supporting Documents. Parent and Acquisition Corp. (a) The Agent, on behalf of the Lenders, shall have also received on the following: Closing Date (1i) Copies a copy of resolutions of the Board of Directors and the stockholders of each of the CompanyBorrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the Companyrespective Borrower, authorizing and approving the execution, delivery and performance of the Merger Loan Documents and all other documents authorizing designated officers of the Borrowers to execute and instruments deliver the Loan Documents on behalf of the Borrowers, and with respect to be delivered pursuant hereto Hibbett, to execute and thereto. deliver to the Agent a Request for Advance or Interest Rate Election; (2ii) A a certificate of incumbency executed by the Secretary or Assistant Secretary of each of the Company Borrowers, dated such date, certifying the names, titles and signatures that (A) an attached copy of the officers authorized to execute any documents referred to in this Agreement Certificate of Incorporation and further certifying bylaws of such Borrower as true and correct as of such date, (B) that the Certificate of Incorporation and By-laws Bylaws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Agent and its counsel; and (iv) such additional supporting documents as the Agent or modifiedits counsel may reasonably request. (3b) A certificate, dated The Agent shall also have received on or before any date after the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: Date on which a person becomes a Participating Entity (i) all consentsa copy of resolutions of the Board of Directors and, authorizationsif necessary, orders the shareholders, partners or members of such person certified as in full force and approvals effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and filings all other agreements and registrations withinstruments that this Agreement requires to be executed, any courtdelivered and performed by such person; (ii) a copy of the organizational documents of such person, governmental body certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or instrumentality that formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are required for appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made requires to be executed or obtained, and all material consents delivered (or both) by third parties that are required for the Merger have been obtainedsuch person (including a fully executed Assumption Agreement); and (iivi) 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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation and other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Lender or its counsel may reasonably request.

Supporting Documents. Parent and Acquisition Corp. The Purchaser shall have received the following: (1i) A favorable opinion from Kelley Drye & Warren LLP, counsel to the Company, dated th▇ ▇▇▇▇▇▇▇ ▇ate, in form and substance reasonably satisfactory to the Purchaser with respect to: (A) the Company's corporate existence, power, authority and good standing; (B) the due authorization, execution and delivery of this Agreement and each of the Transaction Documents and the due authorization of the issuance of the Securities contemplated hereby; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Transaction Documents with the charter or bylaws of the Company, any contract known to such counsel, any applicable laws or any judgment, order or decree known to such counsel and applicable to the Company or any Subsidiary; (E) the Company's capitalization (including that all outstanding securities, including the Purchased Shares, are validly issued, fully paid and non-assessable); (F) the due authorization of the Warrant Shares and upon issuance thereof in accordance with the terms of the Warrant that such shares will be validly issued, fully paid and nonassessable; (G) the sale of the Purchased Shares and the issuance of the Warrant as exempt transactions under the Securities Act; (H) the exemption from registration under the Securities Act of the Warrant Shares when issued pursuant to this Agreement; (I) no threatened or pending legal or governmental investigations, actions, suits or proceedings known to such counsel against or affecting the Company or any Subsidiary or which would reasonably be expected to result in a Material Adverse Change with respect to the Company; and (J) no Governmental Approvals required to be obtained by the Company for the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents; (ii) A favorable opinion from Kelley Drye & Warren LLP, counsel to the Founders, dated t▇▇ ▇▇▇▇▇▇▇ Date, in form and substance reasonably satisfactory to the Purchaser with respect to: (A) the corporate existence, power, authority and good standing of each of Ridgecrest and Pierpont; (B) the due authorization, execution and deliver▇ ▇▇ ▇▇▇s Agreement and each of the Transaction Documents by each of the Founders and the due authorization of the sale of the Purchased Shares contemplated hereby; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Transaction Documents with the charter or bylaws of each of Ridgecrest and Pierpont, any contract known to such counsel, any applicable laws or any judgment, order or decree known to such counsel and applicable to any Founder (E) upon delivery of the Purchased Shares to be sold by the Founder and payment therefor pursuant hereto, and assuming the Purchaser has no notice of adverse claims, the Purchaser shall be a "protected purchaser" of such Purchased Shares within the meaning of Section 8-303 of the UCC; (iii) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary or other authorized officer of the Company, authorizing and approving the execution, delivery and performance of the Merger Transaction Documents to which the Company is a party and all other documents and instruments to be delivered by the Company pursuant hereto and thereto.; (2iv) Copies of resolutions of the board of directors of each of the Founders, which is not a natural person certified by the respective secretary or other authorized officer of each such Founder, authorizing and approving the execution, delivery and performance of the Transaction Documents to which such Founder is a party and all other documents and instruments to be delivered by such Founder pursuant hereto and thereto; (v) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute any documents referred the Transaction Documents to in this Agreement be executed by the Company and (B) further certifying that the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Company delivered to Parent and Acquisition Corp. the Purchaser 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4vi) A certificate of the Chief Executive Officer of good standing with respect to the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by from the Secretary of State of Delaware and a certificate of good standing with respect to each of Ridgecrest and Pierpont from the Secretary of State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary.New York; and (6vii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby by this Agreement as Parent and Acquisition Corp. the Purchaser or its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, may reasonably request.

Supporting Documents. Parent and Acquisition Corp. On or prior to the Closing Date, the Agent shall have received the followingfollowing documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities: (1a) Copies a certificate of resolutions good standing of the Board of Directors and the stockholders of the Company, each Borrower certified by the Secretary of the CompanyState, authorizing and approving the executionor other appropriate governmental authority, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.their respective jurisdictions of incorporation; (2b) A a certificate of incumbency executed by qualification of each Borrower to transact business in the Secretary State of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued Florida certified by the Secretary of State of the State of Delaware and evidence Florida; (c) a copy of th articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of their respective jurisdictions of incorporation, accompanied by a certificate from an appropriate officer of such Borrower that the Company copy is qualified to transact business as a foreign corporation complete and is in good standing in each state that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the United States and in each other jurisdiction where the character certificate of the property owned Secretary of State or leased other appropriate governmental authority; (d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by it a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the nature of its activities makes such qualification necessary.last amendment reflected in the copy, if any; (6e) Such a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate; (f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete; (g) such additional supporting documentation and other information with respect to documents as the transactions contemplated hereby as Parent and Acquisition Corp. Agent may reasonably request.

Supporting Documents. Parent On or prior to the First Closing Date, the Purchaser and Acquisition Corp. its counsel shall have received copies of the followingfollowing supporting documents: (1i) Copies (A) copies of the Articles of Incorporation of the Company and each Subsidiary, and all amendments thereto, certified as of a recent date by the Secretaries of State of the States of their respective jurisdictions and (B) a certificate of each said Secretaries dated as of a recent date as to the due incorporation and good standing of the Company and the Subsidiaries and listing all documents of the Company and the Subsidiaries on file with said Secretaries; (ii) a certificate of the Secretary or an Assistant Secretary of the Company and each Subsidiary dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Company or the Subsidiary, as the case may be, as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of resolutions of adopted by the Board of Directors and the stockholders of the CompanyCompany or the Subsidiary, certified by as the Secretary of the Companycase may be, authorizing and approving the execution, delivery and performance of this Agreement, the Merger Documents Notes, the Warrants and the Registration Rights Agreement, the issuance, sale and delivery of the Initial Securities, the Mandatory Securities and the Additional Securities and the reservation, issuance and delivery of the Warrant Shares, as the case may be, and that all other documents such resolutions are still in full force and instruments to be delivered pursuant hereto effect and thereto. are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Notes, the Warrants and the Registration Rights Agreement, as the case may be; (2C) A certificate that the Articles of incumbency executed by the Secretary Incorporation of the Company certifying or the namesSubsidiary, titles and signatures as the case may be, have not been amended since the date of the officers authorized last amendment referred to execute in the certificate delivered pursuant to clause (i)(B) above; and (D) as to the incumbency and specimen signature of each officer of the Company or the Subsidiary, as the case may be, executing this Agreement, the Securities and the Registration Rights Agreement, and any documents certificate or instrument furnished pursuant hereto, as the case may be, and a certification by another officer of the Company or Subsidiary, as the case may be, as to the incumbency and signature of the officer signing the certificate referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified.paragraph (ii); and (3iii) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary. (6) Such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company and the Subsidiaries as Parent and Acquisition Corp. the Purchaser or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. Parent On or prior to such Subsequent Closing Date the Purchasers and Acquisition Corp. their counsel shall have received copies of the followingfollowing supporting documents: (1i) Copies of resolutions (x) copies of the Board Certificate of Directors and the stockholders Formation of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and amendments thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence certified as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Delaware, and evidence (y) a certificate of said Secretary dated as of a recent date as to the due formation and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Subsequent Closing Date and certifying (w) that attached thereto is a true and complete copy of the Limited Liability Company Agreement of the Company as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement and the issuance, sale and delivery of the Additional Units, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (y) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Certificate of Formation of the United States and in each other jurisdiction where Company has not been amended since the character date of the property owned last amendment referred to in the certificate delivered pursuant to clause (h)(i)(x) above; and (z) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, and the certificates representing the Additional Units and any certificate or leased instrument furnished pursuant hereto, and a certification by it or another officer of the nature Company as to the incumbency and signature of its activities makes such qualification necessary.the officer signing the certificate referred to in this paragraph (ii); and (6iii) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel. In the event that the Certificate of Formation of the Company and/or the LLC Agreement shall not have been amended since the previous Subsequent Closing Date, the Company may, in lieu of furnishing such documents, cause the certificate with respect thereto contemplated by paragraphs 4.01(h)(i) and 4.01(h)(ii) above to be replaced by a certificate as to the fact that such documents were previously furnished and as to the absence of any amendments thereto.

Supporting Documents. Parent The Purchaser and Acquisition Corp. its counsel shall have received copies of the followingfollowing documents: (1i) Copies of resolutions of the Board of Directors and the stockholders of the CompanyCharter, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. 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 Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware Delaware, and evidence (ii) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company and listing all documents of the Company on file with said Secretary; (b) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Stockholders Agreement, the issuance, sale and delivery of the Preferred Shares and the reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Stockholders Agreement; (iii) that the Company is qualified to transact business as a foreign corporation and is in good standing in each state Charter has not been amended since the date of the United States last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; (iv) that attached thereto are true and in each other jurisdiction where the character accurate specimens of the property owned or leased by it certificates representing the Company's Preferred Shares and Common Stock; and (v) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement or the nature Stockholders Agreement, the stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of its activities makes such qualification necessary.the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); and (6c) Such such additional supporting documentation documents and other information with respect to the transactions contemplated hereby operations and affairs of the Company as Parent and Acquisition Corp. the Purchaser or its counsel reasonably may reasonably request.

Supporting Documents. Parent and Acquisition Corp. On or prior to the date of this Agreement, Bank shall have received the followingfollowing documents satisfactory in form and substance to Bank and counsel for Bank and, as requested by Bank, certified by appropriate corporate or governmental authorities: (1a) Copies A certificate of good standing of each of Borrower, Pledgor, and Guarantor certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of each of Borrower, Pledgor, and Guarantor, respectively; (b) a copy of the articles of incorporation of each of Borrower, Pledgor, and Guarantor in effect on the date hereof certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of each of Borrower, Pledgor, and Guarantor, respectively, accompanied by a certificate from an appropriate officer of each of Borrower, Pledgor, and Guarantor, respectively, that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the articles of incorporation or the last amendment reflected in the copy, if any; (c) a copy of the bylaws of each of Borrower, Pledgor, and Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of each of Borrower, Pledgor, and Guarantor, respectively, that the copy is true and complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (d) a copy of resolutions of the Board board of Directors directors of each of Borrower, Pledgor, and the stockholders of the Company, certified by the Secretary of the Company, Guarantor authorizing and approving the execution, delivery delivery, and performance of the Merger Loan Documents to which such entity is a party and all other documents the borrowings thereunder, and instruments to be delivered pursuant hereto specifying the officer or officers of each of Borrower, Pledgor, and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers Guarantor authorized to execute any documents referred the Loan Documents to in this Agreement and further certifying which such entity is a party, accompanied by a certificate from an appropriate officer that the Certificate of Incorporation resolutions are true and By-laws of the Company delivered to Parent complete, were duly adopted at a duly called meeting in which a quorum was present and Acquisition Corp. at the time of the execution of this Agreement have been validly acting throughout, or were duly adopted by written action, and have not been amended amended, annulled, rescinded or modified. (3) A certificate, dated revoked in any respect and remain in full force and effect on the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing date of the Certificate of Merger: (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 the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereofcertificate, together with copies an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of each of Borrower, Pledgor and, Guarantor, respectively, as of the consents date of this Agreement, accompanied by a certificate from an appropriate officer that the holders of such securities to such conversions.information is true and complete; (5e) Evidence UCC-1 Financing Statements covering the Collateral and such other instruments as of necessary to insure Bank a recent date of perfected first security interest in the good standing and corporate existence of the Company issued Collateral, subject only to those matters approved by the Secretary of State of the State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and 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 it or the nature of its activities makes such qualification necessary.Bank; and (6f) Such such additional supporting documentation and other information with respect to the transactions contemplated hereby documents as Parent and Acquisition Corp. Bank may reasonably request.