Common use of Certain Post Closing Covenants Clause in Contracts

Certain Post Closing Covenants. The Borrowers hereby jointly and severally agree that, in addition to the covenants set forth in Sections 6.1 and 6.2, the Borrowers shall: (a) no later than five (5) Business Days after the Closing Date, deliver to Lender: (i) account control agreements substantially in the form of that attached hereto as Exhibit E with respect to all of the Borrowers’ Deposit Accounts, in each case duly executed by (A) the Borrower in whose name such Deposit Account is held, and (B) Fifth Third Bank, an Ohio banking corporation, and each other bank with which such Deposit Account is maintained (ii) a certificate of good standing issused by the Secretary of State of the State of Delaware evidencing that Zoo Entertainment is a corporation existing and in good standing under the laws of the State of Delaware; (iii) a favorable written legal opinion (addressed to the Lender and dated as of the Closing Date) of K▇▇▇▇▇▇ Meuthing and K▇▇▇▇▇▇ PLL, counsel to the Borrowers, in the form reasonably requested by the Lender; (iv) proper terminations of the following financing statements in a form appropriate for filing under the UCC of the State of Delaware: (A) Delaware Financing Statement 12283185, filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; and (B) Delaware Financing Statement 12283367 filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; (v) with respect to Zoo Europe, (A) certificates representing all certificated Capital Stock of Zoo Europe accompanied by undated stock powers duly executed in blank; and (B) account control agreements reasonably acceptable to Lender with respect to the Deposit Accounts maintained by Zoo Europe; and (b) no later than ten (10) Business Days after the Closing Date after the Closing Date, deliver to Lender a Registration Rights Agreement, effective as of the Closing Date, in a form satisfactory to Lender in its reasonable discretion and pursuant to which Zoo Entertainment shall agree to register, upon demand by the Lender, all Capital Stock received by the Lender pursuant to this Agreement (including pursuant to Article VIII) or the exercise of the Warrant.

Certain Post Closing Covenants. The Borrowers hereby jointly and severally agree that, in addition to the covenants set forth in Sections 6.1 and 6.2, the Borrowers shall: (a) no later than five (5) Business Days after the Closing Date, deliver to Lender: (i) account control agreements substantially in the form of that attached hereto as Exhibit E with respect to all of the Borrowers’ Deposit Accounts, in each case duly executed by (A) the Borrower in whose name such Deposit Account is held, and (B) Fifth Third Bank, an Ohio banking corporation, and each other bank with which such Deposit Account is maintained (ii) a certificate of good standing issused by the Secretary of State of the State of Delaware evidencing that Zoo Entertainment is a corporation existing and in good standing under the laws of the State of Delaware; (iii) a favorable written legal opinion (addressed to the Lender and dated as of the Closing Date) of K▇▇▇▇▇▇▇ Meuthing and K▇▇▇▇▇▇▇ PLL, counsel to the Borrowers, in the form reasonably requested by the Lender; (iv) proper terminations of the following financing statements in a form appropriate for filing under the UCC of the State of Delaware: (A) Delaware Financing Statement 12283185, filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; and (B) Delaware Financing Statement 12283367 filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; (v) with respect to Zoo Europe, (A) certificates representing all certificated Capital Stock of Zoo Europe accompanied by undated stock powers duly executed in blank; and (B) account control agreements reasonably acceptable to Lender with respect to the Deposit Accounts maintained by Zoo Europe; and (b) no later than ten (10) Business Days after the Closing Date after the Closing Date, deliver to Lender a Registration Rights Agreement, effective as of the Closing Date, in a form satisfactory to Lender in its reasonable discretion and pursuant to which Zoo Entertainment shall agree to register, upon demand by the Lender, all Capital Stock received by the Lender pursuant to this Agreement (including pursuant to Article VIII) or the exercise of the Warrant.

Certain Post Closing Covenants. The Borrowers hereby jointly Within ten business days of the Closing, Buyer and severally agree that, in addition Seller will use best efforts to cause the covenants set forth in Sections 6.1 and 6.2, the Borrowers shallfollowing to occur: (a) no later than five (5) Business Days after the Closing Date, deliver to Lender: (i) account control agreements substantially in delivery by Seller of the form resignations of that attached hereto as Exhibit E with respect to all of the Borrowers’ Deposit Accounts, in each case duly executed by (A) the Borrower in whose name such Deposit Account is held, and (B) Fifth Third Bank, an Ohio banking corporation, and each other bank with which such Deposit Account is maintained (ii) a certificate of good standing issused by the Secretary of State incumbent directors of the State of Delaware evidencing that Zoo Entertainment is a corporation existing and in good standing under the laws of the State of Delaware; (iii) a favorable written legal opinion (addressed to the Lender and dated as of the Closing Date) of KSPAC effective immediately upon delivery, other than ▇▇▇▇▇▇▇▇ Meuthing ▇▇▇▇▇, who shall continue to serve as a director, and K▇▇▇▇▇▇▇▇ PLL▇▇▇▇▇▇, counsel whose resignation shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F pursuant to the Borrowers, in the form reasonably requested by the Lender; (iv) proper terminations rules of the following financing statements SEC advising stockholders of a change in a form appropriate for filing under the UCC control of the State Board of Delaware: Directors of the SPAC (A) Delaware Financing Statement 12283185, filed June 15, 2011, specifying indiePub as the “Debtor” and Working Capital Solutions, as “Secured PartySchedule 14F Change in Control Date”; and (B) Delaware Financing Statement 12283367 filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”); (v) with respect to Zoo Europe, (A) certificates representing all certificated Capital Stock of Zoo Europe accompanied by undated stock powers duly executed in blank; and (B) account control agreements reasonably acceptable to Lender with respect to the Deposit Accounts maintained by Zoo Europe; and (b) no later than ten the delivery by Seller of resignations of all of the officers of the SPAC as of the date hereof effective immediately upon delivery; (10c) Business Days after ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, two of the Closing Date after director nominees designated by the Closing DateBuyer shall have been elected to the SPAC’s Board of Directors, deliver effective as soon as practicable, and Principal, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Tsogtgerel Bayanjargal (collectively, the “Management Designees”), designated by Buyer as the Chief Executive Officer, Chief Financial Officer and Executive Vice President, respectively, of the SPAC, shall have been elected as officers of the SPAC effective as soon as practicable; Principal and Khash – ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, two of the director nominees designated by the Buyer shall have been elected to Lender a Registration Rights Agreementthe SPAC’s Board of Directors, effective as of the Closing Schedule 14F Change in Control Date; (d) Resolutions duly adopted by the Board of Directors of the SPAC, ratifying and authorizing (i) the execution, delivery, and performance of this Agreement and the sale of the Transferred Membership Interests contemplated herein; and (ii) the resignation of as all incumbent officers and directors of the SPAC, except for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ who will remain in a director role; (e) Termination of the Administrative Services Agreement between the SPAC and the Sponsor dated March 3, 2021; (f) Termination or Amendment of the Letter Agreement between the SPAC and the Sponsor and each of the officers and directors of the SPAC, dated March 3, 2021; (g) Implementation of an amendment to the Operating Agreement of Sponsor (or a new Operating Agreement) in a form satisfactory to Lender in its reasonable discretion and pursuant to which Zoo Entertainment shall agree to register, upon demand reasonably acceptable by the LenderParties and to be attached hereto as Exhibit A; (h) The corporate records of SPAC, all Capital Stock received by including board resolutions and shareholder resolutions (and including the Lender pursuant option grants to this Agreement the directors and any active confidentiality agreements and letters of intent or other similar agreements with any potential targets (including pursuant if any)) shall be transferred to Article VIIIBuyer; and (i) or Seller shall afford Buyer and its representatives access to the exercise of SPAC’s and the WarrantSponsor’s respective bank account(s) being transferred and assigned to Buyer and/or its designees.