Common use of At the Closing Clause in Contracts

At the Closing. (i) The Company shall, as applicable, deliver or cause to be delivered to the Investor (A) certificates representing the shares of Series A Preferred Stock to be issued to the Investor pursuant to Section 2.01 (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), (B) the Credit Agreement and the Credit Agreement Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (C) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor, and (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), in each case after executing such Notes and Warrants and causing such Notes to be authenticated by the trustee under the Indenture, (E) the Registration Rights Agreement executed by the Company, and (F) the Merger Agreement executed by the Company, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01; and (ii) the Investor shall, as applicable, deliver or cause to be delivered (A) in full payment for the shares of Series A Preferred Stock to be acquired by, and issued to, the Investor pursuant to Section 2.01, the then outstanding Holdings Class A Common Stock, (B) the Credit Agreement, executed by the Credit Agreement Lenders, (C) in full payment for the Notes and Warrants to be issued to the Notes Designees pursuant to Section 2.01, the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all of the holders' right, title and interest in such Loans and any related security agreements to the Company, (D) the Registration Rights Agreement executed by the Investor, and (E) the Merger Agreement executed by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, the Company shall cancel the Loans delivered or caused to be delivered by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellation.

At the Closing. (i) The the Company shallshall deliver to the Buyer and the Merger Subsidiaries the following certificates, instruments and documents: (A) copies of Written Consents evidencing that this Agreement and the Merger have received the Company Stockholder Approval; (B) copies of the resignations, effective as of the Closing and in the form set forth on Schedule 1.2(b)(i)(B) to the Buyer, of each director and officer of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as applicableunnecessary) from their officer and director positions; (C) executed Forfeiture Agreements from holders of Company Options set forth on Schedule 1.2(b)(i)(C); (D) that certain Transition Agreement, deliver or cause in form and substance reasonably acceptable to the Company and the Buyer, executed and delivered by each of Inception Sciences, Inc. and Inception Sciences Canada, Inc.; (E) executed Support and Joinder Agreements from 90% of the Company Stockholders; (F) each of the items contemplated to be delivered by the Company in accordance with Section 2.1(d)(i); (G) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the Investor extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (Adetermined without regard to Section 280G(b)(4) certificates representing of the shares of Series A Preferred Stock to be issued Code), which such vote shall establish the disqualified individual’s right to the Investor pursuant to Section 2.01 (registered in the names and in the denominations designated payment or other compensation if approved by the Investor at least two Business Days Company Stockholders, (ii) Company has obtained from the disqualified individual prior to the Closing Datevote a waiver of such payments if the requisite vote under Section 280G(b)(5)(B) is not obtained and (iii) the Company has provided adequate disclosure to Company Stockholders that hold voting Company Stock of all material facts concerning all payments to any disqualified individual that, but for such vote, could be deemed “parachute payments” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and the regulations promulgated thereunder; (H) a certificate, in form and substance required under Treasury Regulations Section 1.1445-2(c)(3), stating that the Company is not and has not been a “United States real property holding corporation” (Bas defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and a copy of the notice of such certification to be sent to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for the Buyer to deliver such notice to the IRS on behalf of the Company following the Closing; (I) evidence that the Versant Investment has been completed and fully funded on terms reasonably acceptable to the Buyer, such evidence consisting of (i) the Credit Agreement executed purchase agreement and the Credit Agreement Ancillary Documents, any other related documents or agreements executed as applicable by the Company and its Subsidiariesin connection therewith, (Cii) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 as-filed amendment to the Notes Designees, as specified by Company’s charter (if required in connection with the Investor, Versant Investment) and (2iii) the Warrants to be issued pursuant to Section 2.01 documentation reasonably acceptable to the Notes Designees, as specified by Buyer evidencing receipt of the Investor Versant Investment funded amount; (in each case, registered in J) an executed counterpart of the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), in each case after executing such Notes and Warrants and causing such Notes to be authenticated by the trustee under the Indenture, (E) the Registration Rights Stockholder Agreement executed by the Company, and applicable Company Equityholders; (FK) the Merger Agreement executed by Company Required Information; and (L) such other certificates and instruments (including certificates of good standing of the CompanyCompany in Delaware, together certified charter documents and certificates as to the incumbency of officers and the adoption of authorizing resolutions) as the Buyer shall reasonably request in connection with the other documents, certificates and opinions to be delivered pursuant to Section 8.01; andClosing; (ii) the Investor shallnumber of Company Equityholders who have not executed Support and Joinder Agreements and/or Optionholder Agreements certifying that such Company Stockholder (a) is not a “U.S. Person” within the meaning of Rule 902 of Regulation S of the Securities Act or (b) is an “accredited investor” pursuant to Regulation D under the Securities Act, as applicableis less than 35; (iii) the Buyer, deliver the Company, Merger Subsidiary I and Merger Subsidiary II shall take, or cause to be delivered (A) in full payment for the shares of Series A Preferred Stock to be acquired by, and issued totaken, the Investor pursuant to actions set forth in Section 2.01, the then outstanding Holdings Class A Common Stock, 1.1(a) and Section 1.1(b); (Biv) the Credit Agreement, executed by Buyer shall have delivered such other certificates and instruments (including certificates of good standing of the Credit Agreement Lenders, (C) in full payment for the Notes Buyer and Warrants to be issued certificates as to the Notes Designees pursuant to Section 2.01, incumbency of officers and the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all adoption of the holders' right, title and interest in such Loans and any related security agreements to the Company, (Dauthorizing resolutions) the Registration Rights Agreement executed by the Investor, and (E) the Merger Agreement executed by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, as the Company shall cancel reasonably request in connection with the Loans delivered or caused to be delivered Closing; and (v) the Buyer shall make the payments contemplated by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellation2.1(d)(ii).

At the Closing. (i) The Company shall, as applicable, deliver or cause to be delivered Subject to the Investor (A) certificates representing the shares terms and conditions of Series A Preferred Stock to be issued to the Investor pursuant to Section 2.01 (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date)this Agreement, (B) the Credit Agreement and the Credit Agreement Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (C) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor, and (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), in each case after executing such Notes and Warrants and causing such Notes to be authenticated by the trustee under the Indenture, (E) the Registration Rights Agreement executed by the Company, and (F) the Merger Agreement executed by the Company, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01; and (ii) the Investor shall, as applicable, Purchasers shall deliver or cause to be delivered (A) to Seller, the Purchase Price (in full payment for the shares of Series A Preferred Stock to be acquired byaggregate, and issued toindividually in accordance with in the proportions set forth on Annex 1.01) minus (1) the 2014 Dividends and (2) STT, by wire transfer of immediately available funds, free and clear of any withholdings or deductions, to accounts in Korea designated by Seller by written notice delivered to the Investor pursuant to Section 2.01, Purchaser Representative at least three (3) Business Days before the then outstanding Holdings Class A Common StockClosing Date, (B) to Visteon, copies of all resolutions of each Purchaser approving the Credit Agreement, executed by entering into this Agreement and the Credit Agreement Lendersconsummation of the transactions contemplated hereby, (C) in full payment for to Visteon, such other documents regarding the Notes corporate organization, existence, authorization and Warrants similar matters relating to each Purchaser as Visteon may reasonably request and (D) to Visteon, an executed counterpart to the Transition Agreement and any other Purchaser Documents to be issued executed at the Closing; and (ii) Subject to the Notes Designees pursuant terms and conditions of this Agreement, Visteon shall deliver to Section 2.01the Purchaser Representative (A) an original certificate or original certificates representing the Shares and any and all other documents desirable or necessary to record the transfer of the Shares with the transfer agent of the Company, (B) copies of all resolutions of Visteon and Seller approving the Loans entering into this Agreement and the consummation of the transactions contemplated hereby, (C) such other documents regarding the corporate organization, existence, authorization and similar matters relating to, Visteon and Seller as the Purchaser Representative may reasonably request, (D) an executed counterpart to the Transition Agreement and any other Visteon Documents and Seller Documents to be executed at the Closing, (E) written resignations executed by each of the directors of the Company and its Subsidiaries set forth on Schedule 1 duly endorsed 1.02(b)(ii), each in blankform and substance reasonably satisfactory to the Purchaser Representative, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all (F) a copy of the holders' right, title and interest in such Loans and any related security agreements share transfer report required to be filed by Seller pursuant to the Company, (D) Foreign Investment Promotion Act of Korea with respect to the Registration Rights Agreement executed by the Investor, Transaction and (EG) one of the Merger Agreement executed by the Investor, together Closing Deliverable(s) required at Closing in accordance with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, the Company shall cancel the Loans delivered or caused to be delivered by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellation.Exhibit D.

At the Closing. (ia) The the Company shall, as applicable, shall deliver or cause to be delivered to the Investor (A) Standby Purchaser stock certificates representing the shares of Series A Preferred Stock Standby Shares to be issued to the Investor pursuant to Section 2.01 (purchased by Standby Purchaser hereunder, registered in the names and in the denominations designated by the Investor name of Standby Purchaser or such of its nominees as it may specify at least two Business Days one business day prior to the Closing Date), for Standby Purchaser's account; (Bb) Standby Purchaser shall deliver the Credit Agreement and Subscription Price for each Standby Share purchased by it in Federal funds in the Credit Agreement Ancillary Documents, executed as applicable form of a wire transfer to an account designated by the Company and its Subsidiaries, (C) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor, and (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor at least two Business Days one business day prior to the Closing Date; and (i) Prior to, and in preference of, any other payment(s) for any other purpose(s) or to any other party(ies), the gross proceeds of the Rights Offering shall be paid, as follows: (A) to Standby Purchaser and/or its designated affiliates, as applicable, in each case after executing such Notes and Warrants and causing such Notes sequence as Standby Purchaser shall designate: (aa) an amount equal to be authenticated by the trustee under aggregate Loan Amounts as of the IndentureClosing Date, less $5 million, (Ebb) accrued and unpaid advisory fees owed to a Standby Purchaser affiliate as of the Registration Closing Date, (cc) Standby Purchaser's transaction fees and expenses related to the Loans and the Rights Agreement executed by Offering up to $125,000 in the Companyaggregate, and (Fdd) the Merger Agreement executed by $400,000 fee payable to Standby Purchaser under Section 1.3 hereof; and (B) Contractor Liabilities (as defined in the Company$17.5 million Revolving Credit and Term Loan Agreement, with Fleet National Bank, as agent for a group of lenders, amended (the "Revolver")); and (C) pre-opening expenses then owing in respect of the Ange▇▇ & ▇axi▇'▇ ▇▇▇taurants at Reston, Virginia and West Palm, Florida. (ii) After the payments described in Section 3.2(c)(i) have been made, (A) the balance of the Rights Offering gross proceeds, if any, together with (B) the excess of the balance of the Loan Amounts, if any, as of the Closing Date, over $5 million (the "Excess Loan Amount"), and (C) amounts, if any, available under the Revolver, shall be applied to the following uses (provided, however, that the determination as to which of the three sources of funds described above in this subparagraph (ii), and the relative proportions of each to be used for any particular payment, together with the other documentssequence of payment, certificates shall be determined jointly by the Company and opinions Standby Purchaser): Financial Advisory fees and expenses incurred by the Company in connection with the Loans and the Rights Offering; Attorney's fees and expenses incurred by the Company and/or the Special Committee in connection with the Loan and the Rights Offering; Accounting fees and expenses incurred by the Company in connection with the Loan and the Rights Offering; Printing and engraving fees and expenses incurred by the Company in connection with the Rights Offering; Filing fees incurred by the Company payable to be delivered pursuant to Section 8.01the SEC, NYSE and under applicable state securities and blue-sky laws; and (ii) Fees and expenses of the Investor shall, as applicable, deliver or cause to be delivered (A) in full payment subscription agent for the shares of Series A Preferred Stock to be acquired by, and issued to, the Investor pursuant to Section 2.01, the then outstanding Holdings Class A Common Stock, (B) the Credit Agreement, executed Rights Offering; Other items agreed upon by the Credit Agreement Lenders, (C) in full payment for the Notes Company and Warrants to be issued to the Notes Designees pursuant to Section 2.01, the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, Standby Purchaser; and an instrument assigning all Such amount of the holders' right, title and interest in such Loans and any related security agreements to the Company, (D) the Registration Rights Agreement executed by the Investor, and (E) the Merger Agreement executed by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, Excess Loan Amount as the Company shall cancel the Loans delivered or caused to be delivered by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellation.and

At the Closing. (i) The Company shall, as applicable, shall deliver or cause to be delivered to the Investor (A) L▇▇▇▇▇ certificates representing the shares of Series A Preferred Common Stock to be issued to the Investor L▇▇▇▇▇ pursuant to Section 2.01 Sections 2.01(a) and (c) (registered in the names and in the denominations designated by the Investor L▇▇▇▇▇ at least two Business Days prior to the Closing Date); (ii) L▇▇▇▇▇ shall deliver or cause to be delivered to the Company in full payment for the shares of Common Stock to be issued to L▇▇▇▇▇ pursuant to Section 2.01(a), one or more Certificates representing the L▇▇▇▇▇ Preferred Shares; (Biii) L▇▇▇▇▇ shall pay the Credit Agreement Company, against delivery of the shares of Common Stock to be acquired by, and issued to, L▇▇▇▇▇ pursuant to Section 2.01(c), $12,499,995 (the Credit Agreement Ancillary Documents, executed as applicable “Company Purchase Price”) by wire transfer of immediately available funds to an account designated by the Company and its Subsidiaries, at least two Business Days prior to the Closing Date; (Civ) the Indenture and the Indenture Ancillary Documents, executed as applicable by the The Company and its Subsidiaries, (D) shall deliver or cause to be delivered to GEI certificates representing (1) the Notes shares of Common Stock to be issued to GEI pursuant to Section 2.01 to the Notes Designees, as specified by the Investor, and 2.01(b) (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor GEI at least two Business Days prior to the Closing Date), in each case after executing such Notes and Warrants and causing such Notes to be authenticated by the trustee under the Indenture, (E) the Registration Rights Agreement executed by the Company, and (F) the Merger Agreement executed by the Company, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01; and; (iiv) the Investor shall, as applicable, GEI shall deliver or cause to be delivered (A) to the Company in full payment for the shares of Series A Common Stock to be issued to GEI pursuant to Section 2.01(b), one or more Certificates representing the GEI Preferred Shares; (vi) GEI shall deliver or cause to be delivered to L▇▇▇▇▇ a certificate representing the shares of Common Stock to be issued to L▇▇▇▇▇ pursuant to Section 2.01(d), duly endorsed for transfer or with a separate stock power duly endorsed in blank; and (vii) L▇▇▇▇▇ shall pay GEI, against delivery of the shares of Common Stock to be acquired by, and issued to, the Investor L▇▇▇▇▇ pursuant to Section 2.012.01(d), $7,500,000 (the then outstanding Holdings Class A Common Stock, (B“GEI Purchase Price”) the Credit Agreement, executed by the Credit Agreement Lenders, (C) in full payment for the Notes and Warrants wire transfer of immediately available funds to be issued an account designated by GEI at least two Business Days prior to the Notes Designees pursuant to Section 2.01, the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all of the holders' right, title and interest in such Loans and any related security agreements to the Company, (D) the Registration Rights Agreement executed by the Investor, and (E) the Merger Agreement executed by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, the Company shall cancel the Loans delivered or caused to be delivered by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellationClosing Date.

At the Closing. (i) The Company shall, as applicable, deliver or cause to be delivered to the Investor (A) certificates representing the shares of Series A Preferred Stock to be issued to the Investor pursuant to Section 2.01 (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), (B) the Credit Agreement and the Credit Agreement Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (C) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor, and (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), in each case after executing such Notes and Warrants and causing such Notes to be authenticated by the trustee under the Indenture, (E) the Registration Rights Agreement executed by the Company, and (F) the Merger Agreement executed by the Company, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01; and (ii) the Investor shall, as applicable, shall deliver or cause to be delivered (A1) a stock certificate representing the Shares purchased on such date, registered in full payment for the name of the Purchaser, (2) a common stock purchase warrant, in the form of EXHIBIT D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 22,222 shares of Series A Preferred Common Stock at an exercise price per share of $6.75, subject to be acquired byadjustment (the "First Warrant"), (3) a common stock purchase warrant, in the form of EXHIBIT D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 33,333 shares of Common Stock at an exercise price per share of $5.625, subject to adjustment (the "Second Warrant" and, together with the First Warrant, the "Warrants"), (4) the legal opinion of Broad and ▇▇▇▇▇▇, counsel to the Company, substantially in the form of EXHIBIT C, and issued to(5) all other documents, instruments and writings required to have been delivered at or prior to the Investor Closing by the Company pursuant to Section 2.01this Agreement, including an executed Registration Rights Agreement, dated the then outstanding Holdings Class A Common Stockdate hereof, between the Company and the Purchaser, in the form of EXHIBIT B (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) the Credit Agreement, executed Purchaser shall deliver (1) $500,000.00 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Credit Agreement Lenders, (C) in full payment Company for the Notes and Warrants to be issued to the Notes Designees pursuant to Section 2.01, the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all of the holders' right, title and interest in such Loans and any related security agreements to the Company, (D) the Registration Rights Agreement executed by the Investorpurpose, and (E2) all documents, instruments and writings required to have been delivered at or prior to the Merger Agreement executed Closing by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, the Company shall cancel the Loans delivered or caused to be delivered by the Investor Purchaser pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellationAgreement, including, without limitation, an executed Registration Rights Agreement.

At the Closing. 2.2.1. The Purchaser shall make payment of the Group A Payment to the Group A Sellers and of the Group B First Payment to the Group B Sellers in respect of the Shares, in the manner contemplated in Sections 1.2 and 1.3 above and adjusted as set forth in Section 1.4.3(b). The Group A Payment and the Group B First Payment (iadjusted as set forth in Section 1.4.3(b)) shall be paid in the manner described in an instruction in the form of a flow of funds memo to be sent by the Sellers at least four (4) Business Days prior to Closing. 2.2.2. Each of the Sellers shall execute and deliver to the Purchaser any and all documents in form and substance satisfactory to the Purchaser, such that as on the Closing Date, the Sellers shall have sold, transferred and assigned the Shares to Purchaser, and the Purchaser will, directly and/or through its Affiliate(s), own one hundred percent (100%), and not less than one hundred percent (100%), of the Shares, free and clear of any Liens provided further that Sellers shall have withdrawn as directors and officers of Avanxo and its Subsidiaries and Purchaser shall have been admitted as the sole shareholder of Avanxo. 2.2.3. As applicable, Avanxo, its Subsidiaries and each of the Sellers shall convene meetings of their shareholders and board of directors, as applicable (or act by unanimous written consent, if permitted) wherein resolutions to take the following actions shall be duly adopted: (a) Approval of the transfer of the Shares to the Purchaser and/or its nominee; (b) The appointment of such persons as the Purchaser may nominate as directors and officers of the Company shalland its Subsidiaries; (c) Accept and record the resignations of the persons referred to in Section 2.2.5 below; and (d) Take all such other actions as may be required to be undertaken by Avanxo, its Subsidiaries and the shareholders thereof under their organizational documents or by any applicable Law for the time being in force, to give effect to the transaction contemplated hereby, including by way of making appropriate entries in the statutory registers of the Company and its Subsidiaries and making any filings with any Companies Registry or similar authority in each applicable jurisdiction. 2.2.4. The register of members of Avanxo shall be updated as soon as practicable under applicable Law to reflect the Purchaser and/or any Affiliate as the legal and beneficial owner of the Shares. 2.2.5. Each outgoing officer and director of Avanxo and any Subsidiary shall deliver a resignation, release and a waiver of claims for fees, labor and any other dues whatsoever, and their resignation from any appointment as attorney-in-fact issued by the Company and its Subsidiaries satisfactory to the Purchaser. 2.2.6. The Sellers shall deliver to the Purchaser the Disclosure Schedules, including without limitations the information described in Section 4.11.1 in form and substance satisfactory to the Purchaser and shall ensure that the following remain with the Company and or the Subsidiaries, as applicable: (a) all original and signed documents and contracts, deliver or cause to all information and details of the Avanxo’s bank accounts, bank statements checkbooks, digital certificates and passwords; (b) all other files, papers, statutory documents and records as may be delivered inter alia maintained under applicable Laws related to the Investor Company as may be in their possession; and (Ac) certificates representing the shares of Series A Preferred Stock to be issued all documents relating to the Investor pursuant Intellectual Property rights and confidential information of the Company, without retaining any copies thereof; and shall also deliver any other property belonging to Section 2.01 (registered the Company which may be in the names possession of the Sellers or any nominee or Affiliate of the Sellers. 2.2.7. The Group B Sellers or their designees shall execute the Subscription Agreement in substantially the form set forth in Exhibit D, to the extent applicable; and 2.2.8. The Key Employees and the Management Team shall execute the applicable non-disclosure agreements (and in the denominations designated case of those employees of any U.S. entity, also an arbitration agreement) in substantially the form set forth in Exhibit E (each such agreement, a “Non-Disclosure Agreement”). 2.2.9. Sellers and Purchaser shall execute and deliver the Escrow Agreement. 2.2.10. Sellers shall execute and deliver to Purchaser a certificate from each Seller stating that, as of the Closing Date, (a) each of the representations and warranties of the Sellers set forth in ARTICLE 4 of this Agreement remain true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the Investor at least two Business Days case of any representation or warranty not qualified by materiality of Material Adverse Effect) on and as of the Closing Date (except to the extent such representations and warranties speak expressly as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) as though made on and as of such date; (b) the obligations contained in this Agreement to be performed or complied by Sellers on or prior to the Closing Date), shall have been performed or duly complied with in all material respects; and (c) the conditions set forth in Section 3.2.5, 3.2.9, 3.2.10 and 3.2.11 have been complied. 2.2.11. Purchaser shall execute and deliver to Sellers a certificate stating that, as of the Closing Date, (Ba) each of the representations and warranties of Purchaser set forth in ARTICLE 5 of this Agreement remain true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality of Material Adverse Effect) on and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) as though made on and as of such date; and (b) the Credit obligations contained in this Agreement and the Credit Agreement Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (C) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 to the Notes Designees, as specified performed or complied by the Investor, and (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor at least two Business Days Purchaser on or prior to the Closing Date), shall have been performed or duly complied with in each case after executing all material respects. 2.2.12. Sellers and Purchaser shall execute and deliver any other instruments or documents and take such Notes further actions as may be reasonably necessary to carry out the intent of this Agreement. Upon accreditation of the Group A Payment and Warrants the Group B First Payment of the Purchase Price in the respective accounts, the Sellers shall deliver to the Purchaser a duly executed acknowledgement confirming receipt of the Group A Payment and causing such Notes to be authenticated by the trustee under Group B First Payment of the Indenture, (E) the Registration Rights Agreement executed by the Company, and (F) the Merger Agreement executed by the Company, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01; and (ii) the Investor shallPurchase Price, as applicable, deliver or cause to . Any swift confirmation messagge from the respective bank shall be delivered (A) in full payment for the shares of Series A Preferred Stock to be acquired by, and issued to, the Investor pursuant to Section 2.01, the then outstanding Holdings Class A Common Stock, (B) the Credit Agreement, executed by the Credit Agreement Lenders, (C) in full payment for the Notes and Warrants to be issued to the Notes Designees pursuant to Section 2.01, the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all evidence of the holders' right, title transfer of the Group A Payment and interest in such Loans and any related security agreements to the Company, (D) Group B First Payment of the Registration Rights Agreement executed by the Investor, and (E) the Merger Agreement executed by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, the Company shall cancel the Loans delivered or caused to be delivered by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellationPurchase Price.

At the Closing. (i) The each Selling Shareholder shall deliver to the Purchaser the stock certificate or certificates representing all of the Shares owned by such Selling Shareholder, duly endorsed (or accompanied by duly executed stock powers) and the Purchaser shall deliver to the Selling Shareholder cash as provided for in Section 1.1(a) and stock certificates representing the shares of Purchaser Common Stock to be issued pursuant to Section 1.1(b) less the Indemnity Shares; (ii) the Purchaser shall deliver to the Escrow Agent, to be held in escrow, stock certificates representing the Indemnity Shares withheld pursuant to Section 1.6; (iii) the Purchaser, each Selling Shareholder and the Escrow Agent shall execute and deliver to the other an Escrow Agreement substantially in the form of Exhibit E attached hereto (the "Escrow Agreement"); (iv) the Purchaser shall receive an opinion letter from Company shallcounsel, as applicabledated the Closing Date, in the form of Exhibit F. (v) each of ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall execute and deliver or an Employment Agreement substantially in the form of Exhibit G; (vi) the Selling Shareholders shall cause to be delivered to the Investor (A) certificates representing the shares Purchaser written resignations, effective as of Series A Preferred Stock to be issued to the Investor pursuant to Section 2.01 (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date, indicating that each of the members of the board of directors DTI and SB Holdings, respectively, have resigned as a member of such board of directors and, except as contemplated by Section 1.8(b)(v), (B) the Credit Agreement and the Credit Agreement Ancillary Documents, executed as applicable by each officer of the Company has resigned as an Officer of the Company; (vii) each of the Selling Shareholders shall execute and its Subsidiaries, (C) the Indenture and the Indenture Ancillary Documents, executed as applicable by the Company and its Subsidiaries, (D) certificates representing (1) the Notes to be issued pursuant to Section 2.01 deliver to the Notes Designees, Purchaser such other documents as specified the Purchaser may reasonably request in order to facilitate the consummation of the transactions contemplated by the Investor, and (2) the Warrants to be issued pursuant to Section 2.01 to the Notes Designees, as specified by the Investor (in each case, registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), in each case after executing such Notes and Warrants and causing such Notes to be authenticated by the trustee under the Indenture, (E) the Registration Rights Agreement executed by the Company, and (F) the Merger Agreement executed by the Company, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01this Agreement; and (iiviii) the Investor shallPurchaser shall deliver non-qualified stock option agreements in the form attached hereto as Exhibit H, as applicable, deliver or cause to be delivered (A) in full payment the people and for the number of shares of Series A Preferred Stock to be acquired by, and issued to, the Investor pursuant to Section 2.01, the then outstanding Holdings Class A Common Stock, (B) the Credit Agreement, executed by the Credit Agreement Lenders, (C) in full payment for the Notes and Warrants to be issued to the Notes Designees pursuant to Section 2.01, the Loans set forth on Schedule 1 duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, and an instrument assigning all of the holders' right, title and interest in such Loans and any related security agreements to the Company, (D) the Registration Rights Agreement executed by the Investor, and (E) the Merger Agreement executed by the Investor, together with the other documents, certificates and opinions to be delivered pursuant to Section 8.02. Promptly following the Closing, the Company shall cancel the Loans delivered or caused to be delivered by the Investor pursuant to this Section 2.02(b) and take all other necessary action to effect such cancellationExhibit H hereto.