Common use of Closing Actions and Deliverables Clause in Contracts

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) The Company shall deliver to Parent: (i) The Articles of Merger, duly executed by an authorized officer of the Company; (ii) a certificate, dated as of the Closing Date, signed by an officer of the Company, in form and substance reasonably acceptable to Parent: (A) certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (B) attaching and certifying copies of the resolutions or written consents of the sole director of the Company Board and the Company Shareholder, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; (C) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Articles of Incorporation of the Company certified by the Secretary of State of the State of Florida, (E) attaching and certifying By-laws of the Company; and (F) attaching a certificate of good standing and legal existence of the Company issued by the Secretary of State of the State of Florida; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-2 (the “Company Lock-Up Agreement”) duly executed by the Company Shareholder; (iv) all approvals, consents and waivers that are listed on Section 3.04 of the Disclosure Schedules; (v) such other documents as Parent may reasonably request for the purpose of evidencing the accuracy of any of the Company’s or the Company Shareholder’s representations and warranties; evidencing the performance by the Company or the Company Shareholder, or the compliance by Company or the Company Shareholder, in each case as applicable, with any covenant or obligation required to be performed or complied with by the Company or the Company Shareholder; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Parent shall deliver to the Company Shareholder: (i) the Merger Consideration pursuant to Section 2.06(a). (c) Parent shall deliver to the Company: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and Parent; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of Parent, in form and substance reasonably acceptable to the Company: (A) certifying that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; (B) attaching and certifying copies of the resolutions or written consents of the Parent Board, the Merger Sub Board and Parent as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; (C) certifying the name, title and true signature of each officer of Parent and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Certificate of Incorporation of Parent certified by the Secretary of State of the State of Delaware (E) attaching and certifying the By-laws of Parent; (F) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Delaware for Parent; and (G) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Florida for Merger Sub; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-1 (the “Parent Lock-Up Agreement”) duly executed by each shareholder of Parent as of immediately prior to the Closing; (iv) Duly countersigned copies of the Company Lock-Up Agreements delivered by the Company pursuant to Section 2.12(a)(iii); and (d) Leone Group, LLC (“Leone”) shall surrender to the Parent a number of shares of Parent Common Stock currently held by Leone, such that Leone or its designees together with any entities to which it has transferred shares of Parent Common Stock prior to the Closing shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by Leone or such designees or transferees, and such surrendered shares shall be acquired, retired, and cancelled by Parent. (e) American Capital Ventures, Inc. (“ACV”) shall surrender to Parent a number of shares of Parent Common Stock currently held by ACV, such that ACV or its designees shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by ACV or its designees, and such redeemed shares shall be acquired, retired, and cancelled by Parent. (f) The current members of the Parent Board shall elect J▇▇▇ ▇. ▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇ and C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Parent Board, with J▇▇▇ ▇. ▇▇▇▇▇▇ being appointed as Chairman of the Parent Board, and shall resign when such election is complete, leaving those three named individuals as the sole directors of Parent. (g) The officers of Parent as of immediately before the Closing shall resign, and the Parent Board, as newly-constituted under Section 2.12(f), shall elect (i) J▇▇▇ ▇. ▇▇▇▇▇▇ as Executive Chairman of the Parent, (ii) C▇▇▇▇▇ ▇▇▇▇▇ as Chief Executive Officer and President of the Parent, and (iii) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chief Financial Officer, Secretary and Treasurer of the Parent. (h) The Parent shall consummate an initial closing of the Preferred Offering and the funds from the Preferred Offering shall be released to the Parent. (i) The Parent shall issue an aggregate of 688 Parent Units to certain individuals and entities (the “Settlement Parties”), in full and complete settlement and satisfaction of any and all potential claims such Settlement Parties may have against the Company and/or certain of the Company’s related parties (collectively, the “Company Settlement Parties”), and in consideration for a general release provided to the Company Settlement Parties by the Settlement Parties (the “Company Settlement Transaction”).

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) The Company and the Company Shareholders shall deliver to Parent: (i) The Articles of Merger, duly executed by an authorized officer of the Company; (ii) a certificate, dated as of the Closing Date, signed by an officer of the Company, in form and substance reasonably acceptable to Parent: (A) certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (B) attaching and certifying copies of the resolutions or written consents of the sole director of the Company Board and the Company ShareholderStockholders, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction DocumentsDocuments and the appointment of S▇▇▇▇ ▇▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇ as directors of the Company and Managers of the Company’s Subsidiaries such that the Board of Directors of the Company and managers of each of the Subsidiaries at the time of the Closing will be comprised of J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇; (C) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Articles Certificate of Incorporation of the Company certified by the Secretary of State of the State of FloridaDelaware, (E) attaching and certifying By-laws of the Company; and (F) attaching a certificate of good standing and legal existence of the Company and the Subsidiaries issued by the Secretary of State of the State of FloridaDelaware; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-2 (the “Company Lock-Up Agreement”) duly executed by the Company Shareholder; (iv) all approvals, consents and waivers that are listed on Section 3.04 of the Disclosure Schedules; (v) such other documents as Parent may reasonably request for the purpose of evidencing the accuracy of any of the Company’s or the Company Shareholder’s Stockholders’ representations and warranties; evidencing the performance by the Company or the Company ShareholderStockholders, or the compliance by Company or the Company ShareholderStockholders, in each case as applicable, with any covenant or obligation required to be performed or complied with by the Company or the Company ShareholderStockholders; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Parent shall deliver to the Company ShareholderStockholders: (i) the Merger Consideration Exchange Shares pursuant to Section 2.06(a) to the Company Stockholders pro rata in accordance with the percentage interests of the applicable Company Stockholders as set forth on Exhibit C (with respect to each such Company Stockholder, such Company Stockholder’s “Applicable Percentage”). (c) Parent shall deliver to the Company: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and Parent; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of Parent, in form and substance reasonably acceptable to the Company: (A) certifying that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; (B) attaching and certifying copies of the resolutions or written consents of the Parent Board, the Merger Sub Board and Parent as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; (C) certifying the name, title and true signature of each officer of Parent and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Certificate of Incorporation of Parent certified by the Secretary of State of the State of Delaware (E) attaching and certifying the By-laws of Parent; (F) attaching a certificate of good standing and legal existence issued by the Secretary Registrar of State Companies for the Province of the State of Delaware British Columbia for Parent; and (G) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Florida Delaware for Merger Sub;. (iii) A lock-up agreement, substantially in such other documents as Company may reasonably request for the form attached hereto as Exhibit A-1 (purpose of evidencing the “Parent Lock-Up Agreement”) duly executed by each shareholder accuracy of Parent as of immediately prior to the Closing; (iv) Duly countersigned copies any of the Company Lock-Up Agreements delivered Parent’s or the Merger Sub’s representations and warranties; evidencing the performance by the Company pursuant Parent or Merger Sub, or the compliance by Parent or Merger Sub, in each case as applicable, with any covenant or obligation required to Section 2.12(a)(iii)be performed or complied with by the Parent or Merger Sub; andor otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (d) Leone Group, LLC (“Leone”) Company Stockholders shall surrender to the Parent a number have complied with their obligations under Section 2.07 regarding delivery of shares of Parent the Company Common Stock currently held by Leone, such that Leone or its designees together with any entities to which it has transferred shares of Parent Common Stock prior to the Closing shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by Leone or such designees or transferees, and such surrendered shares shall be acquired, retired, and cancelled by Parentstock powers. (e) American Capital Ventures, Inc. (“ACV”) shall surrender to Parent a number of shares of Parent Common Stock currently held by ACV, such that ACV or its designees shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by ACV or its designees, and such redeemed shares shall be acquired, retired, and cancelled by Parent. (f) The current members of the Parent Board shall elect J▇▇▇ ▇. ▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇ and C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Parent Board, with J▇▇▇ ▇. ▇▇▇▇▇▇ being appointed as Chairman of the Parent Board, and shall resign when such election is complete, leaving those three named individuals as the sole directors of Parent. (g) The officers of Parent as of immediately before the Closing shall resign, and the Parent Board, as newly-constituted under Section 2.12(f), shall elect (i) J▇▇▇ ▇. ▇▇▇▇▇▇ as Executive Chairman of the Parent, (ii) C▇▇▇▇▇ ▇▇▇▇▇ as Chief Executive Officer and President of the Parent, and (iii) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chief Financial Officer, Secretary and Treasurer of the Parent. (h) The Parent shall consummate an initial closing of the Preferred Offering and the funds from the Preferred Offering shall be released to the Parent. (i) The Parent shall issue an aggregate of 688 Parent Units to certain individuals and entities (the “Settlement Parties”), in full and complete settlement and satisfaction of any and all potential claims such Settlement Parties may have against the Company and/or certain of the Company’s related parties (collectively, the “Company Settlement Parties”), and in consideration for a general release provided to the Company Settlement Parties by the Settlement Parties (the “Company Settlement Transaction”).

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) The Company Maslow shall deliver to ParentReliability: (i) The Articles Statement of Merger, duly executed by an authorized officer of the CompanyMaslow; (ii) a certificate, dated as of the Closing Date, signed by an a duly authorized officer of the CompanyMaslow, in form and substance reasonably acceptable to Parent: (A) Reliability, certifying that each of the conditions set forth in Section 6.01(a7.01(a) and Section 6.01(b7.01(b) has been satisfied; (Biii) a certificate of a duly authorized officer of Maslow, dated as of the Closing Date, in form and substance satisfactory to Reliability attaching and certifying (1) copies of the resolutions or written consents of the sole director of the Company Maslow Board and the Company ShareholderMr. Doki, and M▇. ▇▇▇▇▇▇▇, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; , (C2) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Articles of Incorporation of the Company Maslow certified by the Secretary of State of the State of Florida, Virginia, (E3) attaching and certifying By-laws of the Company; and Maslow, and (F4) attaching a certificate of good standing and legal existence of the Company Maslow issued by the Secretary of State of the State of Florida; (iii) A lock-up agreement, substantially Virginia and each jurisdiction in the form attached hereto which Maslow is licensed or qualified to conduct business as Exhibit A-2 (the “Company Lock-Up Agreement”) duly executed by the Company Shareholdera foreign entity; (iv) all approvalsa non-foreign affidavit, consents and waivers that are listed on Section 3.04 in the form as attached hereto as Exhibit A, dated as of the Disclosure SchedulesClosing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that none of the Shareholders is a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); (v) A Lock-up Agreement duly executed by any of the shareholders of Maslow as required pursuant to Section 2.15(a); (vi) The Joinder Agreement, duly executed by each New Shareholder; Mr. Doki, and M▇. ▇▇▇▇▇▇▇ and M▇▇▇▇▇; and (vii) such other documents as Parent Reliability may reasonably request for the purpose of evidencing the accuracy of any of the CompanyMaslow’s or the Company Shareholder’s Shareholders’ representations and warranties; evidencing the performance by the Company Maslow or the Company ShareholderShareholders, or the compliance by Company Maslow or the Company ShareholderShareholders, in each case as applicable, with any covenant or obligation required to be performed or complied with by the Company Maslow or the Company ShareholderShareholders; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Parent Reliability shall deliver to the Company Shareholder: (i) Exchange Agent the Merger Consideration pursuant to Section 2.06(a)2.07. (c) Parent Reliability shall deliver to the CompanyMaslow: (i) The Articles Statement of Merger, duly executed by an authorized officer of the Merger Sub and ParentReliability; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of ParentReliability and M▇. ▇▇▇▇▇▇▇▇, in form and substance reasonably acceptable to the Company: Maslow, certifying (Ai) certifying that each of the conditions set forth in Section 6.02(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 6.02(b7.02(d) have been satisfied; ; and (Bii) (A) attaching and certifying copies of the resolutions or written consents of each of the Parent Reliability Board, the Merger Sub Board and Parent Board, Reliability as the sole stockholder of Merger Sub, and by the governing bodies, members, managers, general partners or other applicable persons or bodies of each member of the Agreement Counterparties, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; , as applicable, (CB) certifying the name, title and true signature of each officer of Parent and Reliability, Merger Sub and each member of the Agreement Counterparties executing or authorized to execute this Agreement, the Transaction Documents, as applicable, and such other documents, instruments and certifications required or contemplated hereby or thereby; , and (DC) attaching and certifying (1) a true, correct and complete copy of the Certificate Articles of Incorporation of Parent Reliability certified by the Secretary of State of the State of Delaware Texas, (E2) attaching and certifying the By-laws of Parent; Reliability, (F3) attaching a certificate of good standing and legal existence for Reliability issued by the Secretary of State of the State of Texas and each jurisdiction in which Reliability is licensed or qualified to conduct business as a foreign entity; (4) a true, correct and complete copy of the Articles of Incorporation of Merger Sub certified by the Secretary of State of the State of Virginia, (5) By-laws of Merger Sub, and (6) a certificate of good standing and legal existence issued by the Secretary of State of the State of Delaware for Parent; and (G) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Florida Virginia for Merger Sub; (iii) A lock-up agreementthe resignations of the directors and officers of Reliability, substantially in the form attached hereto as Exhibit A-1 (the “Parent Lock-Up Agreement”) and substance required by Reliability, duly executed by each shareholder the resigning directors and officers of Parent Reliability, to the extent and as required by Section 2.15(c) and Section 2.15(d); (iv) written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among Reliability any of its shareholders, which shall be effective as of immediately prior to the Closing; (ivv) Duly countersigned copies of the Company Lock-Up Agreements delivered by the Company Maslow pursuant to Section 2.12(a)(iii2.16(a)(v); and (d) Leone Group, LLC (“Leone”) shall surrender to the Parent a number of shares of Parent Common Stock currently held by Leone, such that Leone or its designees together with any entities to which it has transferred shares of Parent Common Stock prior to the Closing shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by Leone or such designees or transferees, and such surrendered shares shall be acquired, retired, and cancelled by Parent. (e) American Capital Ventures, Inc. (“ACV”) shall surrender to Parent a number of shares of Parent Common Stock currently held by ACV, such that ACV or its designees shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by ACV or its designees, and such redeemed shares shall be acquired, retired, and cancelled by Parent. (fvi) The current members of the Parent Board shall elect J▇▇▇ Registration Rights Agreement, duly executed by Reliability, M▇. ▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇ and C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ any other Persons with whom a Registration Rights Agreement is entered into pursuant to the Parent Board, with J▇▇▇ ▇. ▇▇▇▇▇▇ being appointed as Chairman of the Parent Board, and shall resign when such election is complete, leaving those three named individuals as the sole directors of Parent. (g) The officers of Parent as of immediately before the Closing shall resign, and the Parent Board, as newly-constituted under Section 2.12(f), shall elect (i) J▇▇▇ ▇. ▇▇▇▇▇▇ as Executive Chairman of the Parent, (ii) C▇▇▇▇▇ ▇▇▇▇▇ as Chief Executive Officer and President of the Parent, and (iii) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chief Financial Officer, Secretary and Treasurer of the Parent. (h) The Parent shall consummate an initial closing of the Preferred Offering and the funds from the Preferred Offering shall be released to the Parent. (i) The Parent shall issue an aggregate of 688 Parent Units to certain individuals and entities (the “Settlement Parties”), in full and complete settlement and satisfaction of any and all potential claims such Settlement Parties may have against the Company and/or certain of the Company’s related parties (collectively, the “Company Settlement Parties”), and in consideration for a general release provided to the Company Settlement Parties by the Settlement Parties (the “Company Settlement Transaction”2.15(b).

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) The Company HSH shall deliver to ParentHSMG: (i) The Articles Certificate of Merger, duly executed by an authorized officer of the CompanyHSH; (ii) a certificate, dated as of the Closing Date, signed by an officer of the CompanyHSH, in form and substance reasonably acceptable to Parent: (A) HSMG, certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (Biii) a certificate, dated the Closing Date, signed by a duly authorized officer of HSH, dated as of the Closing Date, in form and substance satisfactory to HSMG attaching and certifying (1) copies of the resolutions or written consents of the sole director of the Company HSH Board and the Company ShareholderShareholders, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; , (C2) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Articles Certificate of Incorporation of the Company HSH certified by the Secretary of State of the State of Florida, Delaware, (E3) attaching Bylaws of HSH, and certifying By-laws of the Company; and (F4) attaching a certificate of good standing and legal existence of the Company HSH issued by the Secretary of State of the State of Florida; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-2 (the “Company Lock-Up Agreement”) duly executed by the Company ShareholderDelaware; (iv) all approvalsnon-foreign affidavit, consents and waivers that are listed on Section 3.04 in the form as attached hereto as Exhibit A, dated as of the Disclosure Schedules;Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); and (v) such other documents as Parent HSMG may reasonably request for the purpose of evidencing the accuracy of any of the Company’s or the Company ShareholderHSH’s representations and warranties; evidencing the performance by the Company or the Company ShareholderHSH, or the compliance by Company or the Company ShareholderHSH, in each case as applicable, with any covenant or obligation required to be performed or complied with by the Company or the Company ShareholderHSH; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Parent HSMG shall deliver to the Company Shareholder: (i) Exchange Agent the Merger Consideration pursuant to Section 2.06(a)2.04. (c) Parent HSMG shall deliver to the CompanyHSH: (i) The Articles Certificate of Merger, duly executed by an authorized officer of the Merger Sub and ParentHSMG; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of ParentHSMG, in form and substance reasonably acceptable to the Company: HSH, certifying (Ai) certifying that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; ; and (Bii) (A) attaching and certifying copies of the resolutions or written consents of the Parent HSMG Board, the Merger Sub Board and Parent HSMG as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; , (CB) certifying the name, title and true signature of each officer of Parent HSMG and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; , and (DC) attaching and certifying (1) a true, correct and complete copy of the Certificate of Incorporation of Parent HSMG certified by the Secretary of State of the State of Delaware , (E2) attaching and certifying the By-laws Bylaws of Parent; HSMG, (F3) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Delaware for Parent; and HSMG and (G4) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Florida Delaware for Merger Sub; (iii) A lock-up agreementthe resignations of the directors and officers of HSMG, substantially in the form attached hereto as Exhibit A-1 (the “Parent Lock-Up Agreement”) and substance required by HSMG, duly executed by each shareholder the resigning directors and officers of Parent as of immediately prior HSH, to the Closingextent and as required by Section 2.16(a) and Section 2.16(b); (iv) Duly countersigned copies written evidence of the Company Locktermination of any and all stockholder, voting, buy-Up Agreements delivered sell or similar agreements by and among HSMG any of its shareholders, which shall be effective as of the Company pursuant to Section 2.12(a)(iii)Closing; and (dv) Leone Groupsuch other documents as HSH may reasonably request for the purpose of evidencing the accuracy of any of HSMG’s of Merger Sub’s representations and warranties; evidencing the performance by HSMG or Merger Sub, LLC (“Leone”) shall surrender to or the Parent a number of shares of Parent Common Stock currently held compliance by LeoneHSH or Merger Sub, such that Leone or its designees together in each case as applicable, with any entities covenant or obligation required to which it has transferred shares be performed or complied with by HSMG or Merger Sub; or otherwise facilitating the consummation or performance of Parent Common Stock prior to the Closing shall, as any of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by Leone or such designees or transferees, and such surrendered shares shall be acquired, retired, and cancelled by ParentContemplated Transactions. (e) American Capital Ventures, Inc. (“ACV”) shall surrender to Parent a number of shares of Parent Common Stock currently held by ACV, such that ACV or its designees shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by ACV or its designees, and such redeemed shares shall be acquired, retired, and cancelled by Parent. (f) The current members of the Parent Board shall elect J▇▇▇ ▇. ▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇ and C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Parent Board, with J▇▇▇ ▇. ▇▇▇▇▇▇ being appointed as Chairman of the Parent Board, and shall resign when such election is complete, leaving those three named individuals as the sole directors of Parent. (g) The officers of Parent as of immediately before the Closing shall resign, and the Parent Board, as newly-constituted under Section 2.12(f), shall elect (i) J▇▇▇ ▇. ▇▇▇▇▇▇ as Executive Chairman of the Parent, (ii) C▇▇▇▇▇ ▇▇▇▇▇ as Chief Executive Officer and President of the Parent, and (iii) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chief Financial Officer, Secretary and Treasurer of the Parent. (h) The Parent shall consummate an initial closing of the Preferred Offering and the funds from the Preferred Offering shall be released to the Parent. (i) The Parent shall issue an aggregate of 688 Parent Units to certain individuals and entities (the “Settlement Parties”), in full and complete settlement and satisfaction of any and all potential claims such Settlement Parties may have against the Company and/or certain of the Company’s related parties (collectively, the “Company Settlement Parties”), and in consideration for a general release provided to the Company Settlement Parties by the Settlement Parties (the “Company Settlement Transaction”).

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) The Company CEN shall deliver to ParentCSOC: (i) The Articles of Merger, duly executed by an authorized officer of the CompanyCEN; (ii) a certificate, dated as of the Closing Date, signed by an officer of the CompanyCEN, in form and substance reasonably acceptable to Parent: (A) CSOC, certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (Biii) a certificate, dated the Closing Date, signed by a duly authorized officer of CEN, dated as of the Closing Date, in form and substance satisfactory to CSOC attaching and certifying (1) copies of the resolutions or written consents of the sole director of the Company CEN Board and the Company ShareholderShareholders, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; , (C2) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Articles organizational documents of Incorporation of the Company CEN certified by the Secretary of State of the State of Florida, applicable Canadian authority; and (E3) attaching and certifying By-laws of the Company; and (F) attaching a certificate of good standing and legal existence of the Company CEN issued by the Secretary of State of applicable Canadian authority and each jurisdiction in which CEN is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the State of Florida; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-2 (the “Company Lock-Up Agreement”) duly executed by the Company ShareholderClosing; (iv) all approvalsnon-foreign affidavit, consents and waivers that are listed on Section 3.04 in the form as agreed to by the Parties prior to the Closing, dated as of the Disclosure Schedules;Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); and (v) such other documents as Parent CSOC may reasonably request for the purpose of evidencing the accuracy of any of the Company’s or the Company ShareholderCEN’s representations and warranties; evidencing the performance by the Company or the Company ShareholderCEN, or the compliance by Company or the Company ShareholderCEN, in each case as applicable, with any covenant or obligation required to be performed or complied with by the Company or the Company ShareholderCEN; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Parent CSOC shall deliver to the Company Shareholder: (i) Exchange Agent the Merger Consideration pursuant to Section 2.06(a)2.04. (c) Parent CSOC shall deliver to the CompanyCEN: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and ParentCSOC; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of ParentCSOC, in form and substance reasonably acceptable to the Company: CEN, certifying (Ai) certifying that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; ; and (Bii) (A) attaching and certifying copies of the resolutions or written consents of the Parent CSOC Board, the Merger Sub Board and Parent CSOC as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; , (CB) certifying the name, title and true signature of each officer of Parent CSOC and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; , and (DC) attaching and certifying (1) a true, correct and complete copy of the Certificate Articles of Incorporation of Parent CSOC certified by the Secretary of State of the State of Delaware Wyoming, (E2) attaching and certifying the By-laws Bylaws of Parent; CSOC, (F3) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Delaware Wyoming for Parent; and CSOC and each jurisdiction in which CSOC is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing and (G4) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Florida Wyoming for Merger Sub; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-1 (the “Parent Lock-Up Agreement”) duly executed by each shareholder of Parent as of immediately issued no earlier than three Business Days prior to the Closing; (iviii) Duly countersigned copies the resignations of the Company Lock-Up Agreements delivered directors and officers of CSOC, in form and substance required by CSOC, duly executed by the Company pursuant resigning directors and officers of CEN, to the extent and as required by Section 2.12(a)(iii2.16(a) and Section 2.16(b); and (div) Leone Groupwritten evidence of the termination of any and all stockholder, LLC (“Leone”) voting, buy-sell or similar agreements by and among CSOC any of its shareholders, which shall surrender to the Parent a number of shares of Parent Common Stock currently held by Leone, such that Leone or its designees together with any entities to which it has transferred shares of Parent Common Stock prior to the Closing shall, be effective as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by Leone or such designees or transferees, and such surrendered shares shall be acquired, retired, and cancelled by Parent. (e) American Capital Ventures, Inc. (“ACV”) shall surrender to Parent a number of shares of Parent Common Stock currently held by ACV, such that ACV or its designees shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by ACV or its designees, and such redeemed shares shall be acquired, retired, and cancelled by Parent. (f) The current members of the Parent Board shall elect J▇▇▇ ▇. ▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇ and C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Parent Board, with J▇▇▇ ▇. ▇▇▇▇▇▇ being appointed as Chairman of the Parent Board, and shall resign when such election is complete, leaving those three named individuals as the sole directors of Parent. (g) The officers of Parent as of immediately before the Closing shall resign, and the Parent Board, as newly-constituted under Section 2.12(f), shall elect (i) J▇▇▇ ▇. ▇▇▇▇▇▇ as Executive Chairman of the Parent, (ii) C▇▇▇▇▇ ▇▇▇▇▇ as Chief Executive Officer and President of the Parent, and (iii) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chief Financial Officer, Secretary and Treasurer of the Parent. (h) The Parent shall consummate an initial closing of the Preferred Offering and the funds from the Preferred Offering shall be released to the Parent. (i) The Parent shall issue an aggregate of 688 Parent Units to certain individuals and entities (the “Settlement Parties”), in full and complete settlement and satisfaction of any and all potential claims such Settlement Parties may have against the Company and/or certain of the Company’s related parties (collectively, the “Company Settlement Parties”), and in consideration for a general release provided to the Company Settlement Parties by the Settlement Parties (the “Company Settlement Transaction”).