Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05; and (xii) the Closing Bonus Schedule in accordance with Section 5.07(c).

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit F hereto, executed by the Persons identified on Exhibit E hereto and by any other Person who could reasonably be deemed to be an "affiliate" of the Company for purposes of the Securities Act; (b) Employment Agreements in the form of Exhibit G hereto, executed by the individuals identified on Exhibit H hereto; (c) Noncompetition Agreements in the form of Exhibit I hereto, executed by the individuals identified on Exhibit H hereto; (d) a FIRPTA Statement in the form of Exhibit J hereto, executed by the Company: (e) Shareholder Representation Letters in the form of Exhibit D hereto, executed by each of the Merger Shareholders (other than the current holder of the Company Warrant); (f) a Registration Rights Agreement in the form of Exhibit K hereto, executed by Merger Shareholders holding at least 94% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (g) an Escrow Agreement in the form of Exhibit C hereto, executed by the Escrow Agent and Merger Shareholders holding at least 94% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (h) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, dated as of the Closing Date, in the form of Exhibit L hereto; (i) a “good standing” certificate letter from PricewaterhouseCoopers LLP, dated as of the Closing Date, concurring with Parent's assertion that Parent may account for the Company issued Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC (provided, however, that the condition referred to in this clause "(j)" shall not apply if the reason that PricewaterhouseCoopers LLP is unable to deliver the letter referred to in this clause "(j)" is due solely to actions taken by Parent or its affiliates); (j) a letter from the Company, dated as of a date not more than 10 days before the Closing Date Date, confirming that no transaction entered into by the Company, and no other fact or circumstance relating to the Company, will prevent Parent from accounting for the Merger as a "pooling of interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (k) a certificate executed by the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.8, 6.10 and 6.13 have been duly satisfied (the "Company's Closing Certificate"); (l) an agreement of merger executed by the Company to be filed with the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ California in accordance with Section 1.3 and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly of merger executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to be filed with the ClosingSecretary of State of the State of Delaware in accordance with Section 1.3; (vim) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts written resignations of all Seller Transaction Expenses required to be paid at Closing (which shall include directors of the identity of each recipientCompany, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated effective as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viiin) a certificate the valid and effective termination as of the secretary Effective Time of provisions in Contracts that provide any Person with rights of any nature with respect to the board of directors of the Company in form Company, except as provided generally by the Company's articles of incorporation and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed bylaws or by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05applicable law; and (xiio) the Closing Bonus Schedule in accordance with Section 5.07(c)valid and effective termination of the Series B Preferred Stock Purchase Agreement dated as of March 2, 1999, the Shareholder Rights Agreement dated as of March 2, 1999, the Co-Sale and Rights of First Refusal Agreement dated as of March 2, 1999 and the Voting Agreement dated as of March 2, 1999.

Agreements and Documents. Purchaser shall Parent and Merger Subsidiary will have received the following agreements and documents, each of which shall will be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iiia) a certificate duly executed on behalf of Company by each Seller certifying its Chief Executive Officer confirming that each of the conditions specified set forth in subsections (a) Sections 5.1, 5.2, 5.3, 5.5, 5.6 and (b) of this Section 6.02 (to the extent related to such Seller) has 5.7 have been duly satisfied; (ivb) a certificate duly Joint Written Consent to Merger in the form of Exhibit 5.4(b) attached hereto and incorporated herein by reference of Company Board of Director’s and Company Majority Shareholders, among other provisions thereof, executed by an officer all members of Company Board of Directors and all of Company Majority Shareholders; (c) a Company Shareholders’ Representations and Warranties executed by all Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the Company certifying that (A) each greater of the conditions specified holding period required by SEC Rule 144(i) or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the dissenters’ notice (the Dissenters’ Notice”) to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing has taken place and there is an Effective Date), will automatically result in subsections the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and deliver this instrument, in the form of Exhibit 5.4(c) attached hereto and incorporated herein by reference; (ad) All Company Shareholders (and (b) those of this Section 6.02 (Parent, to the extent related to specifically indicated in Schedule 6.11, shall execute and deliver the CompanyLock-Up/Leak-Out Agreement in the form of Exhibit 5.4(d) that is attached hereto and (B) subsection (c) of this Section 6.02, has been satisfiedincorporated herein by reference; (ve) payoff Parent shall have received duly executed contribution letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Contribution Letters”) and/or general releases (the “General Releases”) in the forms of Exhibit 5.4(e).(i) or Exhibit 5.4(e)(ii), as applicable, which Payoff Letters shall be in form are attached hereto and substance reasonably acceptable to Purchaser and shall have been provided incorporated herein by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05reference; and (xiif) The holder of shares of Parent Common Stock set forth in Schedule 6.11 that has agreed to cancel certain shares of Parent Common Stock shall have cancelled the Closing Bonus Schedule shares of Parent Common Stock set forth in accordance with Section 5.07(c)such Schedule, and Parent shall have received a duly executed share cancellation agreement (the “Share Cancellation Agreement”) in the form of Exhibit 5.4(f) attached hereto and incorporated herein by reference.

Agreements and Documents. Purchaser shall Parent and Merger Subsidiary will have received the following agreements and documents, each of which shall will be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iiia) a certificate duly executed on behalf of Company by each Seller certifying its Chief Executive Officer confirming that each of the conditions specified set forth in subsections (a) Sections 5.1, 5.2, 5.3, 5.5, 5.6 and (b) of this Section 6.02 (to the extent related to such Seller) has 5.7 have been duly satisfied; (ivb) a certificate duly Joint (in the form of Exhibit 5.4(b)) or Singular (respectively, in the form of Exhibit 5.4(b)(i) and Exhibit 5.4(b)(ii)) Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions thereof, executed by an officer all members of the Company certifying that (A) each Board of the conditions specified in subsections (a) Directors and (b) all of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05Majority Shareholders; and (xiic) a Company Shareholders’ Representations and Warranties executed by all Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the greater of the holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the Parent Dissenters’ Rights notice the Dissenters’ Notice to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing Bonus Schedule has taken place and there is an Effective Date), will automatically result in accordance with Section 5.07(c)the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and deliver this instrument, in the form of Exhibit 5.4(c) within thirty (30 days of such Dissenters’ Notice. (d) All Lock-Up/Leak-Out Agreements to which any Company Shareholder is party shall be assumed by Parent and shall remain in full force and effect, without qualification, as to any Company Shareholder party to any such Lock-Up/Leak-Out Agreement and Parent Common Stock will be substituted for Company Common Stock thereunder.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit F hereto, executed by the Persons identified on Exhibit E hereto and by any other Person who could reasonably be deemed to be an "affiliate" of the Company for purposes of the Securities Act; (b) Employment Agreements substantially in the form of Exhibit H hereto, executed by the individuals identified on Exhibit G hereto, provided that the execution copies of each such employee's agreement have been provided to the Company no later than the close of business on November 15, 1999; (c) Noncompetition Agreements in the form of Exhibit I hereto, executed by the individuals identified on Exhibit G hereto; (d) a FIRPTA Statement in the form of Exhibit J hereto, executed by the Company: (e) Stockholder Representation Letters in the form of Exhibit D hereto, executed by each of the Merger Stockholders; (f) a Registration Rights Agreement in the form of Exhibit K hereto, executed by Merger Stockholders holding at least 93% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (g) an Escrow Agreement in the form of Exhibit C hereto, executed by the Escrow Agent and Merger Stockholders holding at least 93% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (h) a legal opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ted as of the Closing Date, in the form of Exhibit L hereto; (i) a “good standing” certificate letter from Ernst & Young LLP, dated as of the Closing Date, concurring with Parent's management that Parent may account for the Company issued Merger as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC (provided, however, that the condition referred to in this clause "(i)" shall not apply if the reason that Ernst & Young LLP is unable to deliver the letter referred to in this clause "(i)" is due solely to actions taken by Parent or its affiliates); (j) a letter from PricewaterhouseCoopers LLP, dated as of a date not more than 10 days before the Closing Date Date, confirming that and concurring with the Company's management's conclusion that, as of the Closing Date, no conditions exist that would preclude the Company from becoming a party to a merger accounted for as a "pooling of interests"; (k) a certificate executed by the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.8, 6.10 and 6.13 have been duly satisfied (the "Company's Closing Certificate"); (l) a certificate of merger executed by the Company to be filed with the Secretary of State of the State of ArizonaDelaware in accordance with Section 1.3; (iim) an extended reporting period endorsement under written resignations of all directors of the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated effective as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05; and (xiin) the Closing Bonus Schedule valid and effective termination as of the Effective Time of provisions in accordance Contracts that provide any Person with Section 5.07(c)rights of any nature with respect to the board of directors of the Company or the Subsidiary, except as provided generally by the Company's certificate of incorporation and bylaws or by applicable law.

Agreements and Documents. The Purchaser shall have received the following agreements and documentsitems from the Vendor, each of which which, to the extent applicable, shall be in full force and effect: (i) the Purchaser shall have been assigned the Company’s Contracts to the extent such Contracts are included in the Purchased Assets; subject to Section 3.1(d)(iii), it being understood that this condition solely relates to the failure to assign a “good standing” certificate Contract for the Company issued as lack of a date not more than 10 days before the Closing Date by the Secretary Consent only in respect of State of the State of Arizonathose Contracts listed in Schedule 3.1(1)(d)(iii); (ii) an extended reporting period endorsement under the Company’s existing directors’ Company shall have received, and officers’ liability insurance coverage (shall be continuing to receive, all supply of Inventory in the “D&O Policy”) for the Company’s directors and officers Ordinary Course, in a form acceptable to Purchaser, which shall provide such directors manner consistent with the understandings established in new and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Companysupply agreements; (iii) a certificate duly executed by each Seller certifying that each of all Consents to assign the conditions specified Contracts listed in subsections (a) and (b) of this Section 6.02 (Schedule 3.1(1)(d)(iii), unless the requirement to the extent related to receive such Seller) Consent has been satisfiedwaived by the Purchaser in its sole discretion, or the Vendor has delivered a written undertaking to obtain such Consent within a reasonable delay following the Closing; (iv) the Purchaser shall be satisfied, acting reasonably, that the Vendor has no material issues with respect to Health Canada regulatory matters that cannot be resolved with good faith efforts and cooperation of the Parties, and that no material issues with respect to Health Canada regulatory matters shall arise as a result of the transactions contemplated hereby; (v) a recent certificate of status or similar certificate with respect to the Company, issued by the appropriate Governmental Authority of its jurisdiction of incorporation; (vi) certified copies of (i) the constating documents and by-laws of the Company; and (ii) the resolutions of the shareholders and the sole director of the Company consenting to the transfer of the Purchased Assets pursuant to the terms of the Agreement; (vii) a certificate duly executed by of an officer of the Company certifying confirming that (A) each there are no known or reported Liabilities of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices current or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated outstanding as of the Closing DateTime, a duly completed which Liabilities could be attached to the Purchased Assets or the Purchaser, save for Accrued Liabilities, Excluded Liabilities and executed affidavit from each Sellerliabilities owing to Governmental Authorities (such as HST or source deductions), prepared trade payables, salaries or other accruals incurred in accordance with Treasury Regulations Section 1.1445-2(b) the Ordinary Course and Section 1446(f) not yet due, and amounts in respect of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign statuscapital lease obligations; (viii) a certificate of from the secretary of Vendor confirming the Company covenants in form and substance reasonably satisfactory to Purchaser, certifying as to this Agreement made by the terms and effectiveness of the Company Certificate of Formation Vendor and the Company Operating representations and warranties in Article 4 of this Agreement are true and correct in all material respects as at the Closing Date and the resolutions Closing Time (except those representations and warranties that address matters only as of a specified date, the manager accuracy of which shall be determined as of that specified date in all material respects; and those representations and warranties in respect of Vendor Fundamental Representations, each of which must be true and correct in all respects); it being understood that the Company approving Vendor shall be entitled to deliver updated Schedules to this Agreement and the transactions contemplated herebyat Closing; (ix) an Assignment Agreement, duly executed by each Sellerevidence that all Encumbrances against the Purchased Assets have been released and discharged; (x) the Invention Assignment Agreementa general conveyance and assumption of liabilities agreement, duly executed by Foxthe Vendor; (xi) physical possession of the Closing Consideration Certificate in accordance with Section 1.05tangible Purchased Assets; and (xii) the Closing Bonus Schedule in accordance with Section 5.07(c)Company shall have delivered the Financial Statements and the Books and Records to the Purchaser, to the extent such Financial Statements and Books and Records relate to the Purchased Assets.

Agreements and Documents. Purchaser shall have received the The following agreements and documents, each of which shall be all in full force form and effectsubstance reasonably satisfactory to the Parent, will have been executed and delivered to the Parent: (ia) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of ArizonaExchangeable Share Support Agreement; (iib) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the CompanyVoting Agreement; (iiic) a certificate duly executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer of the Company certifying that that: (A) each the representations and warranties of the conditions specified Company set forth in subsections (a) this Agreement are true and (b) of this Section 6.02 (to correct in all material respects as at the extent related to the Company) and Closing, (B) subsection the Company has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (cC) all conditions precedent of this Section 6.02, has the Company for completion of the transactions contemplated herein have been satisfiedsatisfied or waived; (vd) payoff letters executeda certificate executed by an officer of the Shareholder certifying that: (A) the representations and warranties of the Shareholder set forth in this Agreement are true and correct in all material respects as at the Closing, as necessary(B) the Shareholder has performed and complied with all of its material obligations, to evidence covenants and agreements required hereunder, and (C) all conditions precedent of the full payment Shareholder for completion of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall transactions contemplated herein have been provided by the Company to Purchaser at least five Business Days prior to the Closingsatisfied or waived; (vie) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth certified copies of resolutions of the amounts directors of all Seller Transaction Expenses required to be paid at the Shareholder approving the entry into and the Closing (which shall include of this Agreement and the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing)Voting Agreement; (viif) dated certified copies of resolutions of the directors of the Company approving: the entry into and the Closing of this Agreement and the Voting Agreement, the transfer of the Shares to the ExchangeCo, the registration of the Shares in the name of the ExchangeCo, the issue of share certificates representing the Shares registered in the name of the ExchangeCo, and all other matters contemplated by this Agreement; (g) except as may otherwise be specified by the Parent, the written resignations of D▇▇▇▇ ▇▇▇▇▇ as officer and director of the Company, effective as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viiih) a certificate certified copy of the secretary central securities register of the Company evidencing the ExchangeCo as the sole registered owner of the Shares; (i) all such instruments of transfer, duly executed, which in form the opinion of the Parent acting reasonably are necessary to effect and substance reasonably satisfactory to Purchaser, certifying as evidence the transfer of the Shares to the terms Parent, free and effectiveness clear of all Encumbrances; (j) the corporate minute books and all other books and records of the Company Certificate of Formation and the Company Operating Agreement and the resolutions each predecessor of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05Company; and (xiik) an opinion letter from the Closing Bonus Schedule in accordance with Section 5.07(c)Company’s and Shareholder’s legal counsel, addressing due the organization, existence, and authority of the parties to consummate the transactions referenced herein, as well as any other matters reasonably requested by the Parent.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) fully executed Escrow Agreement (the "Escrow Agreement") in the form and substance reasonably satisfactory to counsel for Parent and counsels for the Sellers' Representative, which shall contain, without limitation, provisions regarding the following: (i) a “good standing” certificate for the Company issued as allocation of a date not more than 10 days before the Escrow Shares (including with respect to any payments therefrom) among the Sellers in accordance with Schedule A, and (ii) the release of the Escrow Shares on the first anniversary of the Closing Date by Date, (iii) the Secretary of State registration of the State Escrow Shares for trading, without any restrictions, immediately upon release from escrow, and (iv) such other terms and conditions as are standard and customary in transactions of Arizonathis nature; (iib) an extended reporting period endorsement under Employment Agreements in the Company’s existing directors’ form to be agreed between Parent and officers’ liability insurance coverage the Sellers' Representative, executed by eighty percent (80%) of the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Companyindividuals identified on Exhibit B; (iiic) a certificate duly Noncompetition Agreements in the form to be agreed between Parent and the Sellers' Representative, executed by each Seller certifying that each eighty percent (80%) of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfiedindividuals identified on Exhibit B; (ivd) a certificate duly confidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by an officer all employees of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (by all consultants and independent contractors to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfiedCompany who have not already signed such agreements; (ve) payoff letters executeda legal opinion of ▇▇▇▇▇ ▇▇▇▇ & Co., as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable satisfactory to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior counsel for Parent, addressed to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts Parent and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed as to the matters set forth in Sections 2.1 (a), 2.3 and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status;2.20. (viiif) a certificate of the secretary executed by two Officers of the Company (but without personal liability thereto) certifying that each of the representations and warranties set forth in Section 2 is accurate in all material respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 6.1, 6.2 and 6.3 have been duly satisfied (the "Company Closing Certificate"); and (g) Lock-up agreements executed by each Key Employee in the form and substance reasonably satisfactory to Purchaser, certifying as to counsel for Parent and counsel for the Company which shall contain terms and effectiveness conditions standard and customary in transactions of this nature, including a twelve-month restriction on the Company Certificate sale of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated herebyCommon Stock by such Key Employee; (ixh) an Assignment Agreementwritten resignations of all directors of the Company, duly executed by each Sellereffective as of the Closing Date; (xi) certificates representing the Invention Assignment Agreement, Shares accompanied by share transfer deeds duly executed by Foxfor transfer in blank; (xij) a fully executed Marketing Agreement in the Closing Consideration Certificate in accordance with Section 1.05form of Exhibit C; (k) certificates representing the Debentures; and (xiil) Option Holder Consent Letter and Counterpart Signature Pages, executed by all of the Closing Bonus Schedule in accordance with Section 5.07(c)Option Holders.

Agreements and Documents. Purchaser shall Parent and Merger Subsidiary will have received the following agreements and documents, each of which shall will be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iiia) a certificate duly executed on behalf of Company by each Seller certifying its Chief Executive Officer confirming that each of the conditions specified set forth in subsections (a) Sections 5.1, 5.2, 5.3, 5.5, 5.6 and (b) of this Section 6.02 (to the extent related to such Seller) has 5.7 have been duly satisfied; (ivb) a certificate duly Joint (in the form of Exhibit 5.4(b)) or Singular (respectively, in the form of Exhibit 5.4(b)(i) and Exhibit 5.4(b)(ii)) Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions thereof, executed by an officer all members of the Company certifying that (A) each Board of the conditions specified in subsections (a) Directors and (b) all of this Section 6.02 (to the extent related to the Company) and (B) subsection Company Majority Shareholders; (c) of this Section 6.02a Company Shareholders’ Representations and Warranties executed by all Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, has been satisfied; (v) payoff letters executedapproving the Merger and agreeing, as necessaryamong other provisions thereof, to evidence a minimum holding period of such Parent Common Stock of the full payment greater of any Funded Indebtednessthe holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, authorization which, if not executed and delivered by the respective Company Shareholders to terminate any Liens associated therewith Parent within thirty (30) days of the dissenters’ notice (the “Payoff LettersDissenters’ Notice”), which Payoff Letters shall be in form and substance reasonably acceptable ) to Purchaser and shall have been provided Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing has taken place and there is an Effective Date), will automatically result in the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to Purchaser at least five Business Days prior to execute and deliver this instrument, in the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts form of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at ClosingExhibit 5.4(c); (viid) dated as duly executed Services Agreements with Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ in the forms of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(bExhibit 5.4(d)(i) and Section 1446(f) of the CodeExhibit 5.4(d)(ii), reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign statusrespectively; (viiie) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed Founders’ Certificate by each Seller; (x) all Company Majority Shareholders in the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05form of Exhibit 5.4(e); and (xiif) duly executed respective Introduction Fee Releases for the Closing Bonus Schedule persons named as such in accordance with Section 5.07(cthe Disclosure Schedules in the form of Exhibit 5.4(f).

Agreements and Documents. Purchaser shall Company will have received the following agreements and documents, each of which shall will be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iiia) a certificate duly executed on behalf of Parent by each Seller certifying its Chief Executive Officer confirming that each of the conditions specified set forth in subsections (a) Sections 6.1, 6.2, 6.3, 6.5, 6.6 and (b) of this Section 6.02 (to the extent related to such Seller) has 6.7 have been duly satisfied; (ivb) a certificate duly Joint or Singular Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions thereof, in the form of Exhibit 5.4(b) executed by an officer all members of Company Board of Directors and all of Company Majority Shareholders; (c) resolutions of the Company certifying that Boards of Directors of Parent and of Merger Subsidiary, certified by the secretary of Parent, approving the transactions contemplated by this Agreement (A) each by Parent as a Party and as the sold shareholder of Merger Subsidiary), including the Merger, the issuance of the conditions specified Merger Consideration and the matters referred to in subsections (a) and (bSection 1.8(b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, Agreement or as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses otherwise required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and complete the transactions contemplated hereby; (ixd) an Assignment Agreement, duly a Company Shareholders’ Representations and Warranties executed by each Sellerall Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the greater of the holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the dissenters’ notice (the Dissenters’ Notice”) to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing has taken place and there is an Effective Date), will automatically result in the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and deliver this instrument, in the form of Exhibit 5.4(c); (xe) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have agreed to contribute all debt of Parent owned to him to Parent capital as a capital contribution in consideration of the Invention Assignment AgreementMerger, along with agreeing to assist Parent’s new management in integrating the present business operations of Parent into the current and intended business operations of Company, in the form of Exhibit 5.4(e). (f) duly executed by Fox; (xiServices Agreements with Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ in the forms of Exhibit 5.4(d)(i) the Closing Consideration Certificate in accordance with Section 1.05and 5.4(d)(ii), respectively; and (xiig) duly executed respective Introduction Fee Releases for the Closing Bonus Schedule persons named as such in accordance with Section 5.07(cthe Disclosure Schedules in the form of Exhibit 5.4(f).

Agreements and Documents. Purchaser shall Company will have received the following agreements and documents, each of which shall will be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iiia) a certificate duly executed on behalf of Parent by each Seller certifying its Chief Executive Officer confirming that each of the conditions specified set forth in subsections (a) Sections 6.1, 6.2, 6.3, 6.5, 6.6 and (b) of this Section 6.02 (to the extent related to such Seller) has 6.7 have been duly satisfied; (ivb) a certificate duly Joint Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions thereof, in the form of Exhibit 5.4(b) executed by an officer all members of Company Board of Directors and all of Company Majority Shareholders; (c) resolutions of the Company certifying that Boards of Directors of Parent and of Merger Subsidiary, certified by the secretary of Parent, approving the transactions contemplated by this Agreement (A) each by Parent as a Party and as the sole shareholder of Merger Subsidiary), including the Merger, the issuance of the conditions specified Merger Consideration and the matters referred to in subsections (a) and (bSection 1.8(b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, Agreement or as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses otherwise required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and complete the transactions contemplated hereby; (ixd) an Assignment Agreement, duly a Company Shareholders’ Representations and Warranties executed by each Sellerall Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the greater of the holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the dissenters’ notice (the Dissenters’ Notice”) to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing has taken place and there is an Effective Date), will automatically result in the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and deliver this instrument, in the form of Exhibit 5.4(c); (xe) Parent shareholders, to the Invention Assignment Agreementextent specifically indicated in Schedule 6.11, duly executed by Fox; (xi) shall execute and deliver the Closing Consideration Certificate Lock-Up/Leak-Out Agreement in accordance with Section 1.05; and (xii) the Closing Bonus Schedule in accordance with Section 5.07(cform of Exhibit 5.4(d).

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date duly executed by the Secretary of State each of the State Selling Shareholders and an executive officer of Arizonathe Seller containing the representation and warranty of such Selling Shareholders and Seller that the conditions set forth in Sections ‎3.2(a), ‎3.2(b), ‎3.2(c), ‎3.2(d), ‎3.2(e)(ii) - ‎3.2(e)(x), ‎3.2(g) and ‎6.5 have been duly satisfied (the “Closing Certificate”); (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to PurchaserEscrow Agreement, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained duly executed by the CompanySeller, Selling Shareholders, Purchaser and the Escrow Agent; (iii) Purchaser shall have received a certificate duly executed by each Seller certifying that each payoff letter from: (1) ▇▇▇▇▇ Fargo Bank, National Association in form satisfactory to Purchaser, containing: (1) the amounts required to effect the full repayment of Seller’s Indebtedness to ▇▇▇▇▇ Fargo Bank, National Association (excluding the conditions specified in subsections loan provided to ADI Properties, LLC), (a2) the wire transfer information of ▇▇▇▇▇ Fargo Bank, National Association, and (b3) a confirmation that upon transfer of this Section 6.02 said funds to said account all Encumbrances on the Sold Assets in favor of ▇▇▇▇▇ Fargo Bank, National Association, will be deemed to be removed and canceled and that ▇▇▇▇▇ Fargo Bank, National Association will provide such further documentation as may be required in order to remove and cancel such Encumbrances; (2) ▇▇▇▇ ▇▇▇▇▇▇, in form satisfactory to Purchaser, containing: (1) the extent related amounts required to effect the full repayment of Seller’s Indebtedness to ▇▇▇▇ ▇▇▇▇▇▇ under that certain promissory note executed by Seller in favor of ▇▇▇▇ ▇▇▇▇▇▇ and (2) the wire transfer information for a wire transfer of such amounts to ▇▇▇▇ ▇▇▇▇▇▇; (3) Avnet, in form satisfactory to Purchaser, containing: (1) the amounts required to effect the full repayment of Seller’s Indebtedness to Avnet under that certain promissory note executed by Seller in favor of Avnet and (2) has been satisfiedthe wire transfer information for a wire transfer of such amounts to Avnet; (iv) a certificate IP assignments and releases, in the form of Exhibit C attached hereto, duly executed by an officer all past employees and consultants of the Company certifying that (A) each Seller, other than as listed in Schedule ‎3.2(e)(iv). in addition, any Business Employee who is not a Transferred Employee and who hasn’t executed an IP assignment and release in favor of the conditions specified in subsections (a) and (b) of this Section 6.02 (Seller to the extent related satisfaction of the Purchaser (which IP assignment and release has been Made Available to the CompanyPurchaser) will also execute an IP assignment and (B) subsection (c) release substantially in the form of this Section 6.02, has been satisfiedExhibit C; (v) payoff letters executedeighty percent or more of the designated Key Transferred Employees as listed on Schedule ‎3.2(e)(v) and eighty percent or more of the other Business Employees have accepted employment with the Purchaser as of Closing and have entered into new employment agreements and non-competition, as necessaryconfidentiality, to evidence the full payment assignment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be IP rights agreements at Closing in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior satisfactory to the ClosingPurchaser (including a waiver of prior liabilities); (vi) statementsMr. ▇▇▇▇▇ ▇▇▇▇▇ has entered into an employment agreement and non-competition, invoices or other documentation reasonably acceptable to Purchaser setting forth confidentiality, assignment of IP rights agreements with Silicom, Inc. in the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing)form attached hereto as Exhibit D; (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable Purchaser shall have received evidence satisfactory to Purchaser that all consents of third parties set forth on Exhibit E and certifying such Seller’s non‑foreign statusin the manner set forth therein shall have been obtained and shall be in full force and effect; (viii) a certificate Purchaser shall have received evidence satisfactory to Purchaser that all Persons who are eligible to receive compensation under the Seller's phantom stock plan have agreed in writing to the accuracy of the secretary table setting forth their respective portion of said compensation, which is attached hereto as Exhibit F. Said evidence will also show the agreement of the Company in form Seller and substance reasonably satisfactory Selling Shareholders to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated herebysuch statements; (ix) an Assignment Agreement, duly a legal opinion executed by each Sellercounsel for the Company, in substantially the form of Exhibit G; (x) all other documents, instruments and writings required to be delivered by Seller or the Invention Assignment Selling Shareholders at or prior to the Closing Date pursuant to this Agreement and any of the transactions underlying this Agreement, duly executed and, all other documents, instruments, declarations, affidavits and writings reasonably requested by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05; and (xii) Purchaser that are reasonably necessary to consummate the Closing Bonus Schedule in accordance with Section 5.07(c)transactions contemplated hereby.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Employment Offer Letters substantially in the form of Exhibit G hereto, executed by the individuals identified on Exhibit F hereto; (b) Noncompetition Agreements substantially in the form of Exhibit H hereto, executed by the individuals identified on Exhibit F hereto; (i) Stockholder Representation Letters substantially in the form of Exhibit E-1 hereto, executed by each of the Merger Stockholders and (ii) Purchaser Representative Letters substantially in the form of Exhibit E-2 hereto, executed by each Merger Stockholder that is not an "accredited investor" for purposes of Regulation D of the SEC; (d) a Registration Rights Agreement substantially in the form of Exhibit C hereto, executed by each of the Merger Stockholders; (e) a Lock-Up Agreement substantially in the form of Exhibit N hereto, executed by each of the Merger Stockholders; (f) an Escrow Agreement substantially in the form of Exhibit D hereto, executed by the Escrow Agent and each of the Merger Stockholders; (g) a Release substantially in the form of Exhibit I hereto, executed by the Key Employees; (h) a legal opinion of Goulston & Storrs P.C. and of regulatory counsel for the Company, dated as of the Closing Date, covering substantially the matters set forth in Exhibit L hereto; provided, however, that the only opinion from regulatory counsel with respect to necessary regulatory approvals in connection with the Merger that will be required will be that the notice given by the Company to the Massachusetts Department of Telecommunications and Energy Company regarding the Merger is sufficient to comply with the requirements of Massachusetts law; (i) a “good standing” certificate for executed by the Company issued as and containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.8, 6.9 and 6.10 have been duly satisfied (the "Company's Closing Certificate"); (j) a date not more than 10 days before certificate of merger executed by the Closing Date by Company to be filed with the Secretary of State of the State of ArizonaDelaware in accordance with Section 1.3; (iik) an extended reporting period endorsement under written resignations of all directors of the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated effective as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viiil) a certificate the valid and effective termination of agreements among the Company stockholders; (m) the valid and effective termination as of the secretary Effective Time of provisions in Contracts that provide any Person with rights of any nature with respect to the board of directors of the Company in form or a Subsidiary, except as provided generally by the Company's certificate of incorporation and substance reasonably satisfactory to Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed bylaws or by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05applicable law; and (xiin) amendments to the Closing Bonus promissory notes identified in Part 2.7(b) and Part 4.2(i)(2) of the Disclosure Schedule providing that (i) 50% of the principal and interest due to the Company under such promissory notes shall be due and payable no later than 60 days after effectiveness of the Registration Statement (as defined in accordance with Section 5.07(cthe Registration Rights Agreement), (ii) 50% of the principal and interest due to the Company under such promissory notes shall be due and payable by April 1, 2001 and (iii) amounts due and payable under such notes may be offset, at any time after such amounts become due and payable, against any severance payments that are payable by Parent or the Surviving Corporation to the holders of such promissory notes, shall have been executed by the Company and the obligors of such promissory notes.

Agreements and Documents. The Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) a “good standing” certificate for Copies of resolutions of the Company issued as General Meeting of a date not more than 10 days before the Closing Date Shareholders of the Seller and the Board of Directors of Seller, certified by the Secretary of State Chairman of the State Board of ArizonaDirectors of the Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby. (b) The Employment Agreements in the form of Exhibit D, executed by all but four (or less) of the individuals identified on Exhibit C, provided however that the Employees who shall not sign such Employment Agreement are not identified on Exhibit C as Employees whose employment by the Purchaser is a condition to Closing; (iic) an extended reporting period endorsement under Non-competition and non-solicitation Agreements in the Company’s existing directors’ form of Exhibit E, executed by each of the individuals identified on Exhibit C and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the CompanyMr. Dmitry Goroshevsky; (iiid) a certificate duly confidential invention and assignment agreements, reasonably satisfactory in form and content to the Purchaser, executed by each Seller certifying that each all of the conditions specified Seller's and Subsidiary's (1) employees who have not already signed such agreement, and (2) consultants and independent contractors who have not already signed such agreement; provided that no such agreements will be required of the Persons identified in subsections clauses (a1) and (b2) of this Section 6.02 (whose jobs or services provided did not materially relate to the extent related to such Seller) has been satisfiedPurchased Assets; (ive) a certificate duly fully executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith Escrow Agreement (the “Payoff Letters”), which Payoff Letters shall be "Escrow Agreement") in the form and substance reasonably acceptable satisfactory to counsel for the Purchaser and counsel for the Seller, which shall have been provided by contain, without limitation, provisions regarding the Company following: (i) the release of the Escrow Shares upon the termination of a nine (9) month period commencing on the Closing Date, (ii) provisions enabling the Seller to Purchaser at least five Business Days prior instruct the Escrow Agent as to the Closingsale of the Escrow Shares (with the proceeds of such sale(s) to be deposited in the Escrow in lieu of the Escrow Shares), and (iii) such other terms and conditions as are standard and customary in transactions of this nature; (vif) statementsa legal opinion of Ravillan, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipientVolovelsky, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) ▇▇▇▇▇▇▇▇, ▇▇▇▇ & Co., dated as of the Closing Date, in a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to counsel for the Purchaser, certifying as to the terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05; and (xiig) a compliance certificate, dated as of the Closing Date, executed by Seller's duly authorized representative certifying that: (1) each of the representations and warranties set forth in Section 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and (2) the Closing Bonus Schedule conditions set forth in accordance with Section 5.07(c)Sections 7.1.2 , 7.1.3 and 7.1.4 hereof have been duly satisfied.

Agreements and Documents. The Purchaser shall have received the following agreements and documentsitems from the Vendor, each of which which, to the extent applicable, shall be in full force and effect: (i) the Purchaser shall have been assigned the Company’s Contracts to the extent such Contracts are included in the Purchased Assets; subject to Section 3.1(e)(iii), it being understood that this condition solely relates to the failure to assign a “good standing” certificate Contract for the Company issued as lack of a date not more than 10 days before the Closing Date by the Secretary Consent only in respect of State of the State of Arizonathose Contracts listed in Schedule 3.1(e)(iii); (ii) an extended reporting period endorsement under the Company’s existing directors’ Company shall have received, and officers’ liability insurance coverage (shall be continuing to receive, all supply of Inventory in the “D&O Policy”) for the Company’s directors and officers Ordinary Course, in a form acceptable to Purchaser, which shall provide such directors manner consistent with the understandings established in new and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Companysupply agreements; (iii) a certificate duly executed by each Seller certifying that each of all Consents to assign the conditions specified Contracts listed in subsections (a) and (b) of this Section 6.02 (Schedule 3.1(e)(iii), unless the requirement to the extent related to receive such Seller) Consent has been satisfiedwaived by the Purchaser in its sole discretion, or the Vendor has delivered a written undertaking to obtain such Consent within a reasonable delay following the Closing; (iv) the Purchaser shall be satisfied, acting reasonably, that the Vendor has no material issues with respect to Health Canada regulatory matters that cannot be resolved with good faith efforts and cooperation of the Parties, and that no material issues with respect to Health Canada regulatory matters shall arise as a result of the transactions contemplated hereby; (v) a recent certificate of status or similar certificate with respect to the Company, issued by the appropriate Governmental Authority of its jurisdiction of incorporation; (vi) certified copies of (i) the constating documents and by-laws of the Company; and (ii) the resolutions of the shareholders and the sole director of the Company consenting to the transfer of the Purchased Assets pursuant to the terms of the Agreement; (vii) a certificate duly executed by of an officer of the Company certifying confirming that (A) each there are no known or reported Liabilities of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices current or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated outstanding as of the Closing DateTime, a duly completed which Liabilities could be attached to the Purchased Assets or the Purchaser, save for Excluded Liabilities and executed affidavit from each Sellerliabilities owing to Governmental Authorities (such as HST or source deductions), prepared trade payables, salaries or other accruals incurred in accordance with Treasury Regulations Section 1.1445-2(b) the Ordinary Course and Section 1446(f) not yet due, and amounts in respect of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign statuscapital lease obligations; (viii) a certificate of from the secretary of Vendor confirming the Company covenants in form and substance reasonably satisfactory to Purchaser, certifying as to this Agreement made by the terms and effectiveness of the Company Certificate of Formation Vendor and the Company Operating representations and warranties in Article 4 of this Agreement are true and correct in all material respects as at the Closing Date and the resolutions Closing Time (except those representations and warranties that address matters only as of a specified date, the manager accuracy of which shall be determined as of that specified date in all material respects; and those representations and warranties in respect of Vendor Fundamental Representations, each of which must be true and correct in all respects); it being understood that the Company approving Vendor shall be entitled to deliver updated Schedules to this Agreement and the transactions contemplated herebyat Closing; (ix) an Assignment Agreement, duly executed by each Sellerevidence that all Encumbrances against the Purchased Assets have been released and discharged; (x) the Invention Assignment Agreementa general conveyance and assumption of liabilities agreement, duly executed by Foxthe Vendor; (xi) the Closing Consideration Certificate in accordance with Section 1.05physical possession of any tangible Purchased Assets; and (xii) the Closing Bonus Schedule in accordance with Section 5.07(c)Company shall have delivered the Financial Statements and the Books and Records to the Purchaser, to the extent such Financial Statements and Books and Records relate to the Purchased Assets.

Agreements and Documents. Purchaser Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) a “good standing” certificate for Affiliate Agreements in the form of Exhibit C-1, executed by the Persons identified on Exhibit C-2 and by any other Person who could reasonably be deemed to be an "affiliate" of the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State for purposes of the State of ArizonaSecurities Act; (iib) an extended reporting period endorsement under Noncompetition Agreements in the Company’s existing directors’ form of Exhibit G, executed by the individuals identified on Exhibit D; (c) offer letters previously delivered by Parent and officers’ liability insurance coverage executed by the individuals listed on Exhibit D; (d) a Release in the “D&O Policy”) for form of Exhibit F, executed by the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing shareholders of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iiie) a certificate duly confidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by each Seller certifying that each of the conditions specified in subsections (a) all employees and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer former employees of the Company certifying that and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (Aincluding the individuals identified in Part 2.9(f) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at ClosingDisclosure Schedule); (viif) the Escrow Agreement substantially in the form of Exhibit B, executed by the Indemnitors; (g) a legal opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and of ▇▇▇▇▇▇▇ Phleger & ▇▇▇▇▇▇▇▇ each dated as of the Closing Date, in the form of Exhibit H; (h) a duly completed letter from Ernst & Young LLP, dated as of the Closing Date, confirming that no transaction entered into by the Company, and executed affidavit no other fact or circumstance relating to the Company, will prevent Parent from each Seller, prepared accounting for the Merger as a "pooling of interests" in accordance with Treasury Regulations Section 1.1445-2(b) generally accepted principles, Accounting Principles Board Opinion No. 16 and Section 1446(f) all published rules, regulations and policies of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign statusSEC; (viiii) a certificate of executed by the secretary Chief Executive Officer of the Company in form and substance reasonably satisfactory to Purchaser, the Signing Shareholder certifying as to the terms and effectiveness that each of the Company Certificate of Formation representations and the Company Operating Agreement and the resolutions warranties set forth in Section 2 is accurate in all respects as of the manager of the Company approving this Agreement and the transactions contemplated hereby; (ix) an Assignment Agreement, duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) Closing Date as if made on the Closing Consideration Certificate Date and that the conditions set forth in accordance with Section 1.05Sections 6.1, 6.2, 6.3 and 6.4 have been duly satisfied (the "Closing Certificates"); and (xiij) written resignations of all directors of the Company, effective as of the Closing Bonus Schedule in accordance with Section 5.07(c)Date.

Agreements and Documents. Purchaser Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (ia) a “good standing” certificate for Escrow Agreement in the Company issued as form of a date not more than 10 days before EXHIBIT E, executed by Parent, QSG and the Closing Date by the Secretary of State of the State of ArizonaAgent; (iib) an extended reporting period endorsement under Affiliate Agreements in the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaserof EXHIBIT F-2, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained executed by the CompanyPersons identified on EXHIBIT F-1 and by any other Person who could reasonably be deemed to be an "affiliate" of QSG for purposes of the Securities Act; (iiic) a certificate duly Lock-Up Agreements in the form of EXHIBIT G, executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfiedShareholder; (ivd) a certificate duly Employment Agreements in the form of EXHIBIT I, executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfiedindividuals identified on EXHIBIT H; (ve) payoff letters executedNoncompetition Agreements, as necessaryin the form of EXHIBIT J, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided executed by the Company to Purchaser at least five Business Days prior to the Closingindividuals identified on EXHIBIT H; (vif) statementsParent shall have received an Investment Representation and Appointment of Agent Letter in the form attached hereto as EXHIBIT L executed by each shareholder of QSG and each holder of a QSG Option and QSG Warrant (excluding Petra Capital, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at ClosingLLC); (viig) a Release, in the form of EXHIBIT K, executed by each shareholder of QSG and each holder of a QSG Option and QSG Warrant (excluding Petra Capital, LLC); (h) confidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by all employees of QSG and by all consultants and independent contractors to QSG who have not already signed such agreements; (i) the statement referred to in Section 5.7, if applicable, executed by QSG; (j) a legal opinion of Thoits, Love, ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to QSG dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) the form of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign statusEXHIBIT M; (viiik) a certificate executed by the President and Chief Financial Officer of QSG to the effect that each of the secretary representations and warranties set forth in Section 2 is accurate in all material respects Closing (without giving effect to any "Material Adverse Effect" or other materiality qualifications, or any similar qualifications, contained or incorporated directly or indirectly in such representations and warranties) as of the Company Closing Date as if made on the Closing Date and that the conditions set forth in form Sections 7.1, 7.2, 7.3, 7.4, 7.5 and substance reasonably satisfactory to Purchaser7.6 have been duly satisfied; (l) a certificate executed by the Secretary of QSG dated as of the Closing Date, certifying as to the terms following matters: (i) the adoption of resolutions by QSG's board of directors and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company shareholders approving this Agreement and the transactions contemplated herebyby this Agreement; (ii) the articles of incorporation of QSG; (iii) the bylaws of QSG; (iv) the incumbency of officers of QSG who are signatories to this Agreement or any of the exhibits to this agreement; and (v) such other matters as Parent may reasonably request; (ixm) an Assignment Agreement, duly a certificate executed by each SellerShareholder to the effect that each of the representations and warranties set forth in Sections 2 and 3 is accurate as of the Closing Date as if made on the Closing Date (together with the certificates required by Sections 7.5(k) and 7.5(l) hereof, the "Closing Certificates"); (xn) written resignations of all directors of QSG, effective as of the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Consideration Certificate in accordance with Section 1.05Effective Time; and (xiio) documentation satisfactory to Parent and its counsel demonstrating the Closing Bonus Schedule cancellation and/or conversion of any warrants issuable to Silicon Valley Bank (including the terms thereof) as set forth in accordance with Section 5.07(c)1.7 hereof.