Closing Date Uses in Closing Certificate Clause

Closing Certificate from Plan and Agreement of Merger

This PLAN AND AGREEMENT OF MERGER (the "Agreement"), is entered into on this 12th day of December, 2012, by and among Desert Gateway, Inc., a Delaware corporation ("DGTE"), Retrophin, Inc., a Delaware corporation ("Retrophin"), and Desert Gateway Acquisition Corp., a Delaware corporation ("Newco"), a wholly-owned subsidiary of DGTE.

Closing Certificate. Retrophin shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of each of DGTE and Newco, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the knowledge of DGTE or Newco, as applicable, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the DGTE Schedules or the Newco Schedules, by or against DGTE and/or Newco, as applicable, which might result in any material adverse change in any of the assets, properties or operations of DGTE or Newco.

Closing Certificate from Share Exchange Agreement

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 10th day of October, 2011, by and between Red Rock Pictures Holdings Inc., a Nevada corporation (hereinafter referred to as "Red Rock"), Office Supply Line, Inc., a Nevada corporation (hereinafter referred to as "OSL"), the shareholders of OSL (the "OSL Shareholders"), Crisnic Fund, S.A., the majority shareholder of Red Rock (hereinafter referred to as "Crisnic"), and Revolution Oils, LLC (aka, Red Rock Direct, LLC. ("Red Rock Direct") upon the following premises:

Closing Certificate. OSL shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Red Rock and Red Rock Direct to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Red Rock and Red Rock Direct threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Red Rock Schedules, by or against Red Rock, which might result in any material adverse change in any of the assets, properties or operations of Red Rock.

Closing Certificate from Share Exchange Agreement

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 10th day of October, 2011, by and between Red Rock Pictures Holdings Inc., a Nevada corporation (hereinafter referred to as "Red Rock"), Office Supply Line, Inc., a Nevada corporation (hereinafter referred to as "OSL"), the shareholders of OSL (the "OSL Shareholders"), Crisnic Fund, S.A., the majority shareholder of Red Rock (hereinafter referred to as "Crisnic"), and Revolution Oils, LLC (aka, Red Rock Direct, LLC. ("Red Rock Direct") upon the following premises:

Closing Certificate. OSL shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Red Rock and Red Rock Direct to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Red Rock and Red Rock Direct threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Red Rock Schedules, by or against Red Rock, which might result in any material adverse change in any of the assets, properties or operations of Red Rock.

Closing Certificate from Share Purchase and Share Exchange Agreement

This SHARE PURCHASE AND SHARE EXCHANGE AGREEMENT (the " Agreement ") is entered into as of this 12th day of November, 2010, by and among Teen Education Group, Inc., a Delaware corporation (" Teen Education "), Robert L. Wilson, an individual with an address c/o Teen Education Group, Inc., 6767 W. Tropicana Ave., Suite 207, Las Vegas, NV 89103 and majority stockholder of Teen Education (the " Majority Stockholder "), Hongkong Charter International Group Limited, a company incorporated in the Hong Kong Special Administrative Region of the People's Republic of China (the " PRC ") (" Hongkong Limited "), and Qun Hu, the majority shareholder of Hongkong Limited (the " Hongkong Limited Shareholder ," and together with Teen Education, the Majority Stockholder, and Hongkong Limited, the " Parties " and each, a " Party "), upon the following premises:

Closing Certificate. Hongkong Limited shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Teen Education, to the effect that no litigation, proceeding, investigation or inquiry is pending or threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Teen Education Schedules, by or against Teen Education, which might result in any material adverse change in any of the assets, properties or operations of Teen Education.

Closing Certificate from Share Exchange Agreement

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 11th day of February, 2011, by and between Westergaard.com, Inc., a Delaware corporation (hereinafter referred to as "Westergaard"), ANBAILUN International Holdings Limited, a British Virgin Islands company (hereinafter referred to as "ANBAILUN") and ANBAILUN International, Inc. as the sole shareholder of ANBAILUN (the 220;ANBAILUN Shareholder"), upon the following premises:

Closing Certificate. ANBAILUN shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Westergaard, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Westergaard threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Westergaard Schedules, by or against Westergaard, which might result in any material adverse change in any of the assets, properties or operations of Westergaard.

Closing Certificate from Share Purchase and Share Exchange Agreement

This SHARE PURCHASE AND SHARE EXCHANGE AGREEMENT (the " Agreement ") is entered into as of this 12th day of November, 2010, by and among Teen Education Group, Inc., a Delaware corporation (" Teen Education "), Robert L. Wilson, an individual with an address c/o Teen Education Group, Inc., 6767 W. Tropicana Ave., Suite 207, Las Vegas, NV 89103 and majority stockholder of Teen Education (the " Majority Stockholder "), Hongkong Charter International Group Limited, a company incorporated in the Hong Kong Special Administrative Region of the People's Republic of China (the " PRC ") (" Hongkong Limited "), and Qun Hu, the majority shareholder of Hongkong Limited (the " Hongkong Limited Shareholder ," and together with Teen Education, the Majority Stockholder, and Hongkong Limited, the " Parties " and each, a " Party "), upon the following premises:

Closing Certificate. Hongkong Limited shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Teen Education, to the effect that no litigation, proceeding, investigation or inquiry is pending or threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Teen Education Schedules, by or against Teen Education, which might result in any material adverse change in any of the assets, properties or operations of Teen Education.

Closing Certificate from Share Exchange Agreement

This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this 12th day of November, 2010, by and among China INSOnline Corp., a Delaware corporation (hereinafter referred to as "CIC"), Ding Neng Holdings Limited, a British Virgin Islands business company ("Ding Neng") and the shareholders of Ding Neng listed on Schedule A hereto (collectively, the "Ding Neng Shareholders").

Closing Certificate. The Ding Neng Shareholders shall have been furnished with a certificate dated as of the Closing Date and signed by duly authorized executive officers of CIC, certifying that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of CIC threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the CIC Schedules, by or against CIC, which might result in any material adverse change in the listing of any CIC securities or any of the assets, properties or operations of CIC, a form of which is attached hereto as Exhibit D.

Closing Certificate from Share Purchase and Share Exchange Agreement

This SHARE PURCHASE AND SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into as of this 12th day of November, 2010, by and among Teen Education Group, Inc., a Delaware corporation ("Teen Education"), Robert L. Wilson, an individual with an address c/o Teen Education Group, Inc., 6767 W. Tropicana Ave., Suite 207, Las Vegas, NV 89103 and majority stockholder of Teen Education (the "Majority Stockholder"), Hongkong Charter International Group Limited, a company incorporated in the Hong Kong Special Administrative Region of the People's Republic of China (the "PRC") ("Hongkong Limited"), and Qun Hu, the majority shareholder of Hongkong Limited (the "Hongkong Limited Shareholder," and together with Teen Education, the Majority Stockholder, and Hongkong Limited, the "Parties" and each, a "Party"), upon the following premises:

Closing Certificate. Hongkong Limited shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Teen Education, to the effect that no litigation, proceeding, investigation or inquiry is pending or threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Teen Education Schedules, by or against Teen Education, which might result in any material adverse change in any of the assets, properties or operations of Teen Education.

Closing Certificate from Share Exchange Agreement

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 30th day of June, 2010, by and between Expedite 5, Inc., a Delaware corporation (hereinafter referred to as "Expedite 5" or the "Company"), ZATTIKKA HOLDINGS LTD, a British Virgin Islands business company (hereinafter referred to as "ZHL") and the shareholders of ZHL (the "ZHL Shareholders"), upon the following premises:

Closing Certificate. ZHL shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Expedite 5, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Expedite 5 threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Expedite 5 Schedules, by or against Expedite 5, which might result in any material adverse change in any of the assets, properties or operations of Expedite 5.

Closing Certificate from Share Exchange Agreement

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 28th day of April, 2010, by and among China Acquisition Corp., a Delaware corporation (hereinafter referred to as "China Acquisition"), Magic Ocean Limited a Cayman Islands Company "Magic Ocean", Linda International Lighting Co., Ltd, a Hong Kong company (hereinafter referred to as "Linda Lighting") and the shareholders of Linda Lighting (the "Linda Lighting Shareholders"), upon the following premises:

Closing Certificate. Linda Lighting shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of China Acquisition, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of China Acquisition threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the China Acquisition Schedules, by or against China Acquisition, which might result in any material adverse change in any of the assets, properties or operations of China Acquisition.