Common use of Closing and Closing Deliveries Clause in Contracts

Closing and Closing Deliveries. (a) The closing of the Transaction (the “Closing”) will take place at 10:00 a.m., Denver, Colorado time, on the date hereof. The date on which the Closing occurs is referred to as the “Closing Date.” Except as otherwise provided herein, all actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed. (b) Subject to the delivery of the items set forth in Section 1.6(c), at the Closing, Buyer shall execute and/or deliver to the Company all of the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel: (i) the Closing Cash Purchase Price, by wire transfer of immediately available funds, pursuant to Section 1.4; and (ii) a copy of the stock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4, as evidence of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Date. (c) Subject to the delivery of the items set forth in Section 1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel: (i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates); (ii) a certificate from the Secretary of the Company, in a form reasonably satisfactory to Buyer, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by Buyer and in form reasonably satisfactory to Buyer; (iv) a duly executed ▇▇▇▇ of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring the Acquired Assets, including the Assumed Contracts, to Buyer; (v) the books, files and other records of the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers; (vi) evidence that all amounts due from the Company to its employees pursuant to Section 4.5(a) shall have been paid in full; (vii) documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances on the Acquired Assets; and (viii) such other documents from the Shareholders and the Company as Buyer may reasonably request for the purpose of facilitating the consummation of the Transactions.

Closing and Closing Deliveries. (a) The closing purchase and sale of the Transaction (the “Closing”) Zoglos Assets will take place at 10:00 a.m., Denver, Colorado time, electronically on the date hereof. The date on which the Closing occurs is referred to as the “Closing Date.” Except , or in such other manner on such other date as otherwise provided hereinmay be agreed upon in writing between the Vendor and the Purchaser, subject to the satisfaction or waiver of all actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completedconditions set out in this Agreement. (b) Subject On or before the Closing Date, the Vendor shall deliver (or cause to be delivered) to the delivery of the items set forth in Section 1.6(c), at the Closing, Buyer shall execute and/or deliver to the Company all of Purchaser the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel: (i) all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and consents and any other documents necessary or reasonably required to effectively transfer of the Zoglos Assets to the Purchaser; (ii) its executed counterpart of the contract manufacturing agreement on the terms attached as Exhibit "B" of the Option Agreement (the "Manufacturing Agreement") duly executed by the Vendor; (iii) a certificate of status/good standing or equivalent of the Vendor dated as of the Closing Cash Purchase PriceDate; (iv) sales data with respect to the Zoglos Products, outlining all sales of Zoglos Products outside of Israel, for the 4 previous fiscal quarters completed prior to the Closing Date, delivered in a format reasonable to both parties, which shall be attached as schedule 5.1(b)(iv) and incorporated into this Agreement; (v) evidence that this Agreement and the transactions contemplated hereby have been approved by wire transfer all necessary corporate action of immediately available funds, pursuant to Section 1.4the Vendor; and (vi) all such other assurances, consents, agreements, resolutions, documents and instruments as may be reasonably required by the Purchaser to complete the transactions contemplated by this Agreement, including a certification that the listing of Zoglos IP registrations outlined in Schedule 1.1(d) of the Option Agreement is a then current and complete listing of all IP registrations; and (vii) executed IP assignments in a form that can be filed with respective national intellectual property offices in order to ensure assignment of all Intellectual Property is affected after Closing (c) On or before the Closing Date, the Purchaser shall deliver (or cause to be delivered) to the Vendor the following: (i) a bank confirmation that the sum of CAD $2,000,000.00 was wired to Vendor's Bank account.; (ii) a copy of the stock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4Note, as evidence of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Date. (c) Subject to the delivery of the items set forth in Section 1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel: (i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates); (ii) a certificate from the Secretary of the Company, in a form reasonably satisfactory to Buyer, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken duly executed by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the TransactionPurchaser; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence a copy of the making or obtaining of all governmental filingsSecurity Agreement, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of duly executed by the Company reasonably requested by Buyer and in form reasonably satisfactory to BuyerPurchaser; (iv) a copy of the Manufacturing Agreement duly executed ▇▇▇▇ of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring by the Acquired Assets, including the Assumed Contracts, to BuyerPurchaser; (v) the books, files and other records a certificate of status/good standing or equivalent of the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership Purchaser dated as of the Acquired Assets as may reasonably be requested by BuyersClosing Date; (vi) evidence that all amounts due from a certified copy of the Company to its employees pursuant to Section 4.5(a) shall have been paid in full;resolutions of the board of directors of the Purchaser approving the entering into and completion of the transactions contemplated by this Agreement; and (vii) documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances on the Acquired Assets; and (viii) all such other assurances, consents, agreements, resolutions, documents from and instruments as may be reasonably required by the Shareholders and Vendor to complete the Company as Buyer may reasonably request for the purpose of facilitating the consummation of the Transactionstransactions contemplated by this Agreement.

Closing and Closing Deliveries. (a) The closing of the Transaction in connection with this Agreement (the “Closing”) will shall take place at 10:00 a.m., Denver, Colorado time, on not later than five (5) Business Days following the date hereof. The date on which of the Closing occurs is referred to as execution and delivery of this Agreement and the other Transaction Documents (the “Closing Date.” Except as ”) at a mutually agreeable place and time; provided, that unless otherwise provided hereinagreed by the Parties, all actions taken at the Closing and the Closing Date shall not be deemed to have been taken simultaneously at later than July 31, 2009. Alternatively, the time Parties may, by mutual consent, forego a formal closing, and consummate the last of any such actions is taken transactions contemplated by this Agreement by email and pdf or completedfacsimile signatures on Transaction Documents. (b) Subject to On the delivery of Closing Date, the items applicable Party or Parties set forth in Section 1.6(c), at below shall make the Closing, Buyer shall execute and/or deliver to the Company all of the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel:following Closing deliveries. (i) The Borrower shall provide the Closing Cash Purchase Price, by wire transfer Lenders with evidence of immediately available funds, pursuant to Section 1.4; and (ii) a copy filing of the stock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4, as evidence Certificate of such issuance, Amendment with the original to be help in escrow by Parent until the first anniversary of the Closing Date. (c) Subject to the delivery of the items set forth in Section 1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel: (i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates)Delaware; (ii) The Borrower shall provide the Lenders with the written consent in the form of Exhibit H annexed hereto and made a certificate from part hereof (the Secretary “Majority Stockholders’ Consent”) duly executed and delivered by each of the Companystockholders of the Borrower set forth below (the “Majority Stockholders”), pursuant to which, inter alia, such Majority Stockholders shall have consented to this Agreement, all of the Transaction Documents and the Certificate of Amendment to the Certificate of Incorporation of the Borrower. Such Majority Stockholders and the number of shares of Class A Common Stock owned of record by each of them are: ▇▇▇▇▇▇ ▇▇▇▇▇ 5,429,515 ▇▇▇▇▇ ▇▇▇▇ 5,429,515 MKL Consulting Ltd. 4,343,612 Global Asset Fund 2,171,806 Nat Prov Holdings Ltd. 2,171,806 FYV Consulting Inc. 1,700,000 Orvius Corporation 1,700,000 IP Global Ltd. 1,700,000 Devermont Communications Ltd. 1,700,000 26,346,254 shares (iii) The Borrower shall have duly executed and delivered to the Lenders or its designee identified by such Lender(s) in a form reasonably satisfactory writing prior to Buyer, certifying the Closing Date (A) the names Note, (B) the Borrowing Report for the Closing Date Advance, (C) the Purchase Option, (D) the Stock Purchase, Redemption and Option Agreement, and (E) the Warrant. (iv) Each of the officers Subsidiaries (other than AdvisorShares) shall have executed and delivered to the Lenders the Guaranty Agreement. (v) The Lenders shall have (A) funded the $110,000 balance of the Company authorized to sign the Transaction Documents to which it is a partyClosing Date Advance, together with the true signatures of such officers; and (B) copies paid the purchase price to the Founders for the 2,000,000 Founders shares being purchased under the Stock Purchase, Redemption and Option Agreement, in accordance with the terms set forth in this Agreement and in such Transaction Document. (vi) Each of consent actions or certified resolutions taken the Founders shall have (A) executed and delivered to the Purchasers, the Investors and the Borrower the Stock Purchase, Redemption and Option Agreement, and (B) made the deliveries of Founders Shares in the manner contemplated by Section 5.12 of this Agreement. (vii) Each of the Borrower, the Purchasers and the Investors shall have executed and delivered to the Founders the Stock Purchase, Redemption and Option Agreement. (viii) Each of the Borrower and the Optionholder(s) shall have duly executed and delivered the Purchase Option. (ix) Each of the Founders shall have tendered their written resignations as officers and members of the board of directors authorizing the appropriate officers of the Company to execute Borrower and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction;each of its Subsidiaries. (iiix) copies The board of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence directors of the making or obtaining of Borrower shall, pursuant to resolutions executed by all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements existing members of the Company reasonably requested by Buyer and in form reasonably satisfactory to Buyer; board of directors (iv) a duly executed other than ▇▇▇▇▇ and ▇▇▇▇ who shall abstain from voting on all matters), have appointed ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Skip Bourchin to serve as members of sale, assignment the Board of Directors of the Borrower and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring each of its Subsidiaries (other than AdvisorShares). ▇▇. ▇▇▇▇▇▇ shall be designated as Chairman of the Acquired Assets, including Board of Directors of the Assumed Contracts, to Buyer;Borrower. (vxi) the books, files and other records Each of the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers; (vi) evidence that all amounts due from Founders shall have executed a separation and lock-up agreement with the Company to its employees pursuant to Section 4.5(a) shall have been paid in full; substantially the form of Exhibit I annexed hereto and made a part hereof (vii) documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances on the Acquired Assets; and (viii) such other documents from the Shareholders and the Company as Buyer may reasonably request for the purpose of facilitating the consummation of the Transactions“Separation Agreement.

Closing and Closing Deliveries. The Company may hold one or more Closings of the purchase and sale of the Common Stock under this Agreement. If there is more than one Closing, this Agreement shall be dated as of date of the initial Closing and any persons for whom a Closing shall be held at a later date (not later than October 26, 2009) shall be deemed an Investor under this Agreement and a 2009 Investor under the Registration Rights Agreement and such Investor’s name, address and purchase price shall be added to Schedule I of this Agreement and Schedule I of the Registration Rights Agreement by a Supplement hereto and thereto dated as of the date of such subsequent Closing. At each Closing, the Company shall collect and then distribute the following items: (a) The closing executed counterpart signature pages to this Agreement from all parties hereto (for distribution to all parties following the closing); (b) executed counterpart signature pages to the Third Amended and Restated Registration Rights Agreement, the form of the Transaction which is attached as Exhibit C hereto (the “ClosingRegistration Rights Agreement”) will take place at 10:00 a.m.(for distribution to all parties thereto following the closing); (c) executed opinions by Company counsel substantially in the form of Exhibit D hereto (for distribution to all Investors following the closing); and (d) stock certificates, Denverduly registered in each Investor’s name, Colorado time, on evidencing the date hereofShares being purchased by such Investor (for distribution to each Investor as appropriate following the closing). The date on which parties to this Agreement have designated ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company, as the depository to receive and hold the Purchase Price to be paid by each Investor until a Closing is held with respect to such Investor. The Purchase Price to be paid by each Investor shall be sent to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with the following instructions: Deutsche Bank for the Americas ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA #******** Attn.: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ For further credit to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Attorney Trust Account - ▇▇▇▇ Funds Account No. ******** Upon the Company’s receipt of the documents in clauses (a), (b) and (c) and ▇▇▇▇▇▇▇▇ Miller’s receipt of each of the Purchase Price from each of the Investors, the Closing occurs is referred with respect to as the “Closing Date.” Except as otherwise provided herein, all actions taken at the Closing such Investors shall be deemed to have been taken simultaneously at occurred, whereupon ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall remit the time the last of any such actions is taken or completed. (b) Subject to the delivery of the items set forth in Section 1.6(c), at the Closing, Buyer shall execute and/or deliver to the Company all of the following, which shall be in form and substance reasonably satisfactory purchase price to the Company and the Company’s counsel: (i) Company shall distribute the Closing Cash documents as indicated above. The failure of any Investor to deliver executed documents or the Purchase Price, by wire transfer of immediately available funds, pursuant to Section 1.4; and (ii) a copy of the stock certificate representing the Buyer Stock Price to be issued paid by such Investor shall not invalidate the effectiveness of this Agreement as to the Company on the Closing Date pursuant to Section 1.4, as evidence of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Dateother parties. (c) Subject to the delivery of the items set forth in Section 1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel: (i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates); (ii) a certificate from the Secretary of the Company, in a form reasonably satisfactory to Buyer, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by Buyer and in form reasonably satisfactory to Buyer; (iv) a duly executed ▇▇▇▇ of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring the Acquired Assets, including the Assumed Contracts, to Buyer; (v) the books, files and other records of the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers; (vi) evidence that all amounts due from the Company to its employees pursuant to Section 4.5(a) shall have been paid in full; (vii) documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances on the Acquired Assets; and (viii) such other documents from the Shareholders and the Company as Buyer may reasonably request for the purpose of facilitating the consummation of the Transactions.

Closing and Closing Deliveries. (a) The closing of the Transaction transactions set forth in Sections 2.1(b) and (c) hereof (the “Closing”) will take place be held following satisfaction or waiver of all of the conditions precedent to the Closing set forth in Article 6 at 10:00 the offices of CST, One Valero Way, Building D, Suite 200, San Antonio, Texas, on or before 9:00 a.m., DenverSan Antonio, Colorado Texas time, on July 1, 2015, or such other place, date and time as may be mutually agreed upon by the date hereofParties. The date on which the Closing occurs is referred to as the “Closing Date.,” Except as otherwise provided referred to herein, all actions taken at shall mean the Closing shall be deemed to have been taken simultaneously at date of the time the last of any such actions is taken or completedClosing. (b) Subject to the delivery of the items set forth in Section 1.6(c), at At the Closing, Buyer the CST Parties shall execute and/or deliver deliver, or cause to be delivered, to CAPL the Company following: i. evidence of the completion of the Pre-Closing Contribution reasonably satisfactory to CAPL; ii. a counterpart to an assignment and assumption agreement with respect to each Membership Interest substantially in the form attached as Exhibit C hereto (an “Assignment”) evidencing the assignment, transfer and delivery from each Membership Interest Seller to CAPL of all of the followingMembership Interests and the admission of CAPL as the sole member of each NTI Entity (the “NTI Entity Membership Interest Assignments”), which shall duly executed by each Membership Interest Seller; iii. an officer’s certificate certifying the CST Parties’ satisfaction of its conditions required by Section 6.2; iv. a valid certificate of non-foreign status pursuant to U.S. Treasury Regulations Section 1.1445-2(b) executed by each Membership Interest Seller in such form as reasonably requested by CAPL, such that no withholding will be in form required pursuant to Section 1445 of the Internal Revenue Code; and v. such other certificates, instruments of conveyance and substance documents, if any, as may be reasonably satisfactory requested by CAPL prior to the Company Closing Date to carry out the intent and purposes of this Agreement. (c) At the Company’s counselClosing, CAPL shall deliver, or cause to be delivered, to each Membership Interest Seller the following: (i) i. a counterpart to each NTI Entity Membership Interest Assignment, duly executed by CAPL; ii. an officer’s certificate certifying CAPL’s satisfaction of its conditions required by Section 6.3; iii. such other certificates, instruments of conveyance and documents, if any, as may be reasonably requested by the Membership Interest Sellers prior to the Closing Date to carry out the intent and purposes of this Agreement; iv. the Cash Purchase Price, Consideration (as defined below) by wire transfer of immediately available funds, pursuant funds made to Section 1.4such bank accounts as designated in writing to CAPL by the Membership Interest Sellers; and v. the Equity Consideration (iias defined below). (d) At the Closing, CAPL shall deliver, or caused to be delivered, to LGWS the following: i. a copy counterpart to an Assignment evidencing the assignment, transfer and delivery from CAPL to LGWS of all of the stock certificate representing Membership Interests and the Buyer Stock admission of LGWS as the sole member of each NTI Entity (the “LGWS Assignment”), duly executed by CAPL; and ii. such other certificates, instruments of conveyance and documents, if any, as may be reasonably requested by LGWS prior to be issued to the Company on the Closing Date pursuant to Section 1.4, as evidence carry out the intent and purposes of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Datethis Agreement. (ce) Subject to the delivery of the items set forth in Section 1.5(b), at At the Closing, LGWS shall deliver, or caused to be delivered, to CAPL the Shareholders and/or following: i. a counterpart of the Company shall execute and/or deliver to Buyer (or LGWS Assignment, duly executed by LGWS; and ii. such other Person certificates, instruments of conveyance and documents, if any, as indicated below) all of the following, which shall may be in form and substance reasonably satisfactory requested by CAPL prior to Buyer and Buyer’s counsel: (i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from to carry out the Secretary intent and purposes of State this Agreement. (f) At the Closing, LGWS shall deliver, or cause to be delivered, to each NTI Owner the following: i. a counterpart of the State Lease related to each respective NTI Owner’s Contributed NTIs, duly executed by each NTI Entity, as applicable; and ii. such other certificates, instruments of Massachusetts conveyance and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates); (ii) a certificate from the Secretary of the Companydocuments, in a form reasonably satisfactory to Buyerif any, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company as may be reasonably requested by Buyer each NTI Owner prior to the Closing Date to carry out the intent and in form reasonably satisfactory to Buyer;purposes of this Agreement. (ivg) At the Closing, each NTI Owner shall deliver, or cause to be delivered, to each NTI Entity the following: i. a counterpart of each Lease related to such NTI Owner’s Contributed NTIs, duly executed ▇▇▇▇ of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring the Acquired Assets, including the Assumed Contracts, to Buyer; (v) the books, files and other records of the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers; (vi) evidence that all amounts due from the Company to its employees pursuant to Section 4.5(a) shall have been paid in full; (vii) documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances on the Acquired Assetssuch NTI Owner; and (viii) ii. such other documents from certificates, instruments of conveyance and documents, if any, as may be reasonably requested by LGWS prior to the Shareholders Closing Date to carry out the intent and the Company as Buyer may reasonably request for the purpose purposes of facilitating the consummation of the Transactionsthis Agreement.

Closing and Closing Deliveries. (a) The closing of the Transaction (the “Closing”) Closing will take place (i) electronically and remotely by email (in .pdf format) transmission to the Parties and their advisors of the requisite documents, duly executed where required, delivered upon actual confirmed receipt at 10:00 a.m., Denver, Colorado time, a time to be mutually agreed upon by the Parties on the first Business Day of the month following the month in which all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver of those conditions) are satisfied or waived (provided, that, unless otherwise mutually agreed upon in writing by the Parties, if all such conditions are satisfied during the last five Business Days of any calendar month, the Closing will occur on the first Business Day of the month following the next succeeding month) or (ii) at such other place, time or date hereofas may be mutually agreed upon in writing by the Parties. All proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. The date on which the Closing occurs is referred to as the “Closing Date.” Except as otherwise provided herein, all actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed.” (b) Subject At the Closing or prior to the delivery of Closing on the items set forth in Section 1.6(c)date specified below: (i) ▇▇▇▇▇▇▇▇ will, at or will cause the Closing, Buyer shall execute and/or deliver SGK Seller to: (A) convey or cause to be conveyed to the Company all of the followingSGK Seller’s right, title and interest in the SGK Equity, together with duly executed Equity Transfer Forms therefor; (B) deliver: (1) to Logo, the certificate required to be delivered pursuant to Section 8.2(d); (2) to Logo, a duly executed counterpart to each of the Ancillary Agreements to which any ▇▇▇▇▇▇▇▇ Group Entity or SGK Entity is a party, which shall was not executed and delivered on the Effective Date; (3) to the Company, at the time ▇▇▇▇▇▇▇▇ delivers the SGK Closing Statement, customary payoff letters, as applicable, from the holders of the Payoff Indebtedness of the SGK Entities; provided that such payoff letters will also provide for the termination of any applicable Liens at or prior to the Closing, subject only to the receipt by the holders of such Payoff Indebtedness of the applicable payoff amounts (if applicable); (4) to Logo, a consent and release of Liens, in form and substance reasonably acceptable to Logo, duly executed by the lenders under the ▇▇▇▇▇▇▇▇ Credit Facilities; (5) to the Company, at the time ▇▇▇▇▇▇▇▇ delivers the SGK Closing Statement, invoices from payees of the ▇▇▇▇▇▇▇▇ Transaction Expenses; (6) to Logo and the Company, evidence that ▇▇▇▇▇▇▇▇ has obtained, or caused to have been obtained, the SGK D&O Tail; (7) to Logo and the Company, evidence that the intercompany accounts and intercompany arrangements required to be terminated pursuant to Section 5.8 and Section 5.9 have been properly terminated; (8) to Logo and the Company, evidence that the SGK Restructuring has been completed, such evidence to be in form and substance reasonably satisfactory acceptable to the Company Logo; (9) [Reserved]; (10) to Logo and the Company’s counsel: (i) , a release agreement in a form to be mutually agreed upon by the Closing Cash Purchase Price, by wire transfer of immediately available funds, pursuant to Section 1.4Parties; and (11) to Logo and the Company, an accurate, executed and complete U.S. Internal Revenue Service Form W-9. (ii) a copy of Logo will: (A) deliver: (1) to ▇▇▇▇▇▇▇▇, the stock certificate representing the Buyer Stock required to be issued to the Company on the Closing Date delivered pursuant to Section 1.48.3(d); (2) to ▇▇▇▇▇▇▇▇, as evidence of such issuance, with the original a duly executed counterpart to be help in escrow by Parent until the first anniversary each of the Closing Ancillary Agreements to which Logo or any of its Subsidiaries is a party, which was not executed and delivered on the Effective Date.; (c3) Subject to the delivery Company, at the time Logo delivers the SGS Closing Statement, customary payoff letters from the holders of the items set forth in Section 1.5(b), Payoff Indebtedness of the SGS Entities; provided that such payoff letters will also provide for the termination of any applicable Liens at the Closing, subject only to the Shareholders and/or receipt by the Company shall execute and/or deliver to Buyer (or holders of such other Person as indicated below) all Payoff Indebtedness of the followingapplicable payoff amounts; (4) to ▇▇▇▇▇▇▇▇, which shall a consent and release of Liens, in form and substance reasonably acceptable to ▇▇▇▇▇▇▇▇, duly executed by the lenders under the Logo Credit Facility; (5) to the Company, at the time Logo delivers the SGS Closing Statement, invoice from payees of the Logo Transaction Expenses; (6) to ▇▇▇▇▇▇▇▇ and the Company, evidence that Logo has obtained, or caused to have been obtained, the SGS D&O Tail; (7) to ▇▇▇▇▇▇▇▇ and the Company, evidence that the intercompany balance set forth on Section 2.5(b)(ii)(A)(7) of the Logo Information Schedule has been properly terminated; (8) to ▇▇▇▇▇▇▇▇ and the Company, evidence that the SGS Restructuring has been completed, such evidence to be in form and substance reasonably satisfactory acceptable to Buyer ▇▇▇▇▇▇▇▇; (9) to ▇▇▇▇▇▇▇▇ and Buyer’s counselthe Company, a release agreement in a form to be mutually agreed upon by the Parties; and (10) to ▇▇▇▇▇▇▇▇ and the Company, an accurate, executed and complete U.S. Internal Revenue Service Form W-9. (iii) The Company will: (iA) copies of certificates of existence repay, or good standing cause to be repaid, on behalf of the Company SGK Entities, the SGK Indebtedness at Closing that constitutes Payoff Indebtedness set forth in the SGK Closing Statement to the applicable payees, in the amounts and in accordance with the instructions as set forth on or soon before the SGK Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates)Statement; (iiB) a certificate from pay or cause to be paid on behalf of ▇▇▇▇▇▇▇▇ and the Secretary SGK Entities the ▇▇▇▇▇▇▇▇ Transaction Expenses to the applicable payees, in the amounts and in accordance with the instructions as set forth on the SGK Closing Statement; (C) repay, or cause to be repaid, on behalf of the CompanySGS Entities, the SGS Indebtedness at Closing that constitutes Payoff Indebtedness set forth in the SGS Closing Statement to the applicable payees, in a form reasonably satisfactory the amounts and in SGS with the instructions as set forth on the SGS Closing Statement; (D) pay or cause to Buyerbe paid on behalf of Logo and the SGS Entities the Logo Transaction Expenses to the applicable payees, certifying in the amounts and in accordance with the instructions as set forth on the SGS Closing Statement; (AE) deliver: (1) the names ▇▇▇▇▇▇▇▇ Mezz to the SGK Seller; and (2) to Logo and to ▇▇▇▇▇▇▇▇, a duly executed counterpart to each of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents Ancillary Agreements to which the Company is a party party, which was not executed and to consummate the Transaction; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by Buyer and in form reasonably satisfactory to Buyer; (iv) a duly executed ▇▇▇▇ of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring the Acquired Assets, including the Assumed Contracts, to Buyer; (v) the books, files and other records of the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers; (vi) evidence that all amounts due from the Company to its employees pursuant to Section 4.5(a) shall have been paid in full; (vii) documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances delivered on the Acquired Assets; and (viii) such other documents from the Shareholders and the Company as Buyer may reasonably request for the purpose of facilitating the consummation of the TransactionsEffective Date.

Closing and Closing Deliveries. (a) The closing of the Transaction (the “Closing”) will of the purchase and sale of the Shares to be acquired by such Purchasers from the Company under this Agreement shall take place remotely at 10:00 a.m., Denver, Colorado time, on such time as the date hereof. The date on which parties hereto have executed this Agreement and all of the conditions set forth in Section 1.3 hereof and applicable to the Closing occurs is referred shall have all of the conditions set forth in Section 1.3 hereof and applicable to as the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date.” Except as otherwise provided herein, all actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed”). (b) Subject On or prior to the delivery of the items set forth in Section 1.6(c)Closing Date, at the Closing, Buyer shall execute and/or deliver to the Company all of shall deliver or cause to be delivered to each Purchaser the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel: (i) this Agreement duly executed by the Closing Cash Purchase Price, by wire transfer of immediately available funds, pursuant to Section 1.4; and (ii) a copy of the stock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4, as evidence of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Date. (c) Subject to the delivery of the items set forth in Section 1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel: (i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates)Company; (ii) a certificate from the Secretary legal opinions of the Company’s U.S. counsel, in a form reasonably satisfactory to Buyer, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; Cayman Islands counsel and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by Buyer and in form reasonably satisfactory to Buyer; (iv) a duly executed ▇▇▇▇ of sale, assignment and assumption agreementPRC counsel, in form and substance reasonably satisfactory to BuyerFT Global Capital, transferring Inc. (the Acquired Assets“Placement Agent”) and the Purchasers addressed to the Placement Agent and the Purchasers; (iii) a certificate executed by the Secretary or Chairman of the Company, including dated as of the Assumed ContractsClosing Date, as to (A) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (B) certificate of incorporation of the Company, and (C) the memorandum and articles of association of the Company, each as in effect at the Closing Date; (iv) a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to Buyerthe effect that each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (v) the books, files and other records of Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers;Securities Act). (vi) evidence that all amounts due from a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to its employees pursuant to Section 4.5(a) shall have been paid such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (each as specified on the signature page of this Agreement), registered in fullthe name of such Purchaser; (viic) documentsOn or prior to the Closing Date, in form and substance reasonably satisfactory each Purchaser shall deliver or cause to Buyer, evidencing be delivered to the release of any Encumbrances on Company the Acquired Assetsfollowing: (i) this Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (viiiii) such other documents from the Shareholders and Purchase Price by wire transfer in immediately available funds to the Company’s bank account designated by the Company as Buyer may reasonably request for the purpose of facilitating the consummation of the Transactions.below: Beneficiary Name: Beneficiary Account Number: Beneficiary Bank: Beneficiary Bank Address: Swift Code: