Common use of Delivery of Documents at Closing Clause in Contracts

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xix) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xiixi) the SB IP License, duly executed by Star Brands; (xiiixii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xivxiii) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv4.2(a)(xiii) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xvxiv) consent to assignment a lease agreement in form and substance reasonably satisfactory to Buyer of with respect to the Leases of Leased Property attached hereto as Exhibit CPremises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvixv) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi4.2(a)(xv); (xviixvi) a completed Investor Questionnaire in the form attached hereto as Exhibit DC, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviiixvii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. The Parties hereto shall separately make (or cause to be made) the following deliveries to the other Parties hereto at the Closing: (a) At Each of MGG Seller and 55 Corporate Seller shall deliver (or prior cause to the Closing, Seller or the Membersbe delivered), as applicable, shall deliver to the Buyer the followingfollowing documents: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), A duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals counterpart of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments Assignment of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire Limited Liability Company Interests in the form attached hereto as Exhibit DC in respect of the Seller MGG Interests (the “MGG Assignment”) and (y) the Assignment of Limited Liability Company Interests in the form attached hereto as Exhibit D in respect of the Seller 55 Corporate Interest (the “55 Corporate Assignment”); (ii) A certificate of good standing and/or subsistence for each of MGG Seller and 55 Corporate Seller, dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of Delaware; (iii) A certified copy of a consent for each of MGG Seller and 55 Corporate Seller duly adopted by such Seller entity expressly authorizing the execution, delivery and performance of this Agreement and the Related Documents; (iv) A Certificate from each of MGG Seller and 55 Corporate Seller certifying that (x) such Seller entity has obtained all consents that are required to be obtained or made by or with respect to such Seller entity in connection with the execution, delivery and performance on the Closing Date of this Agreement and the Related Documents by such Seller entity and the consummation of the transactions contemplated hereby and thereby by such Seller entity and (y) all required consents are in full force and effect; (v) A certificate from each of MGG Seller and 55 Corporate Seller, duly executed by such Seller and each Member certifying entity, in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2) to the effect that such Person it is an accredited investor; andnot a “foreign person” as that term is defined in Section 1445(f)(3) of the Code, in order to avoid the imposition of the withholding tax payment pursuant to Section 1445 of the Code; (xviiivi) Such other consents, resolutions, releases, documents and instruments as may be reasonably required or requested by the Star Packaging Services Agreement, duly executed by Star PackagingBuyer to effectuate the terms of this Agreement and to comply with the terms hereof. (b) At or prior to the Closing, Each of MGG Buyer and 55 Corporate Buyer shall deliver (or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viiidelivered), as applicable, to the Escrow Agent) Seller the followingfollowing documents: (i) the ▇▇▇▇ of Sale and Assignment, A duly executed by Buyercounterpart of (x) the MGG Assignment and (y) the 55 Corporate Assignment; (ii) A certificate of good standing and/or subsistence for each of MGG Buyer and 55 Corporate Buyer, dated not more than thirty (30) days prior to the Escrow AgreementClosing Date, duly executed issued by Buyerthe Secretary of State of the State of Delaware; (iii) A certified copy of a consent for each of MGG Buyer and 55 Corporate Buyer duly adopted by such Buyer entity expressly authorizing the Security Agreementexecution, duly executed by Buyerdelivery and performance of this Agreement and the Related Documents; (iv) A Certificate from each of MGG Buyer and 55 Corporate Buyer certifying that (x) such Buyer entity has obtained all consents that are required to be obtained or made by or with respect to such Buyer entity in connection with the Star Packaging Services Agreementexecution, duly executed delivery and performance on the Closing Date of this Agreement and the Related Documents by Buyersuch Buyer entity and the consummation of the transactions contemplated hereby and thereby by such Buyer entity and (y) all required consents are in full force and effect; (v) Such other consents, resolutions, releases, documents and instruments as may be reasonably required or requested by the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable Seller to Seller, duly executed by an officer effectuate the terms of Buyer; (vi) the Closing Cash Payment in immediately available funds paid this Agreement and to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited comply with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreementterms hereof.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment a lease agreement in form and substance reasonably satisfactory to Buyer of with respect to the Leases of Leased Property attached hereto as Exhibit CPremises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit DC, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xix) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xiixi) the SB IP License, duly executed by Star Brands; (xiiixii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xivxiii) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv4.2(a)(xiii) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xvxiv) consent to assignment a lease agreement in form and substance reasonably satisfactory to Buyer of with respect to the Leases of Leased Property attached hereto as Exhibit CPremises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvixv) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi4.2(a)(xv); (xviixvi) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviiixvii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xix) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xiixi) the SB IP License, duly executed by Star Brands; (xiiixii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xivxiii) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv4.2(a)(xiii) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xvxiv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvixv) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi4.2(a)(xv); (xviixvi) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviiixvii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, following shall deliver to Buyer the followingoccur: (iA) Seller shall: (1) deliver to the Title Company a ▇▇▇▇ duly executed and acknowledged special warranty deed or equivalent statutory form of sale deed for each Fee Property conveying marketable title to such Property to Purchaser subject only to the Permitted Encumbrances and assignment and assumption as provided in Section 5.6 ("Deed"). The Deed for each Fee Property shall be in the form set forth on of Exhibit B ("J", and it shall contain the “▇▇▇▇ legal description of Sale and Assignment”)such Property from the Survey, duly executed if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the instruments of conveyance of the Properties to Seller, transferring as modified by any subsequent partial conveyances or condemnations of portions of any such Property, to the Purchased Assets and Assumed Liabilities (as defined below) extent available to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii2) to the Security Agreementextent any required consents have been obtained, duly deliver to the Title Company an executed and acknowledged assignment of lease for each Leased Property subject only to the Permitted Encumbrances ("Assignment of Lease"). The Assignment of Lease for each Leased Property shall be in the form of Exhibit "K" and shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the leases or instruments of conveyance of the Properties to Seller, as modified by any subsequent partial conveyances or condemnations of portions of any such Property, to the extent available to Seller; (iv3) written approvals deliver to Purchaser an executed bill of sale for all personal property and equ▇▇▇▇nt located on each Property ("Bill of Sale"), which shall be in the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment form of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable PremisesExhibit "L"; (v4) certificates from deliver to Purchaser assignments of the Colorado Department of Revenue Contract Dealer Agreements, the Fee & Lease Dealer Agreements and any city in the Distributor Sales Agreements, which Seller is engaged shall be in the Business, which ordinarily provides such certificates on a timely basis and to form of Exhibit "M" (the extent available, dated within thirty (30) days Assignment of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(aFranchise Agreement"); (x5) deliver to Purchaser the various certificatesexecuted Supply Agreement, instruments as provided in Section 2. 1, and documents the executed Branded Marketer Agreement, as provided in Section 2.2; (and shall take 6) to the required actions) referred extent obtained by Seller prior to in ARTICLE IX herein and the Closing Date, deliver to the Title Company the written consent of any lessor or landlord, if the assignment of the lease relating to a Leased Property requires such other customary instruments of transferconsent, assumption, filings or documents, such written consent to be in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued the Title Company and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investorPurchaser; and (xviii7) deliver to the Star Packaging Services Agreement, duly executed by Star PackagingTitle Company and to Purchaser such certificates of incumbency and evidence of corporate authority for the execution and delivery of this Agreement and all documents required hereunder in such form and content as the Title Company and Purchaser reasonably may require. (bB) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the followingPurchaser shall: (i1) pay the ▇▇▇▇ of Sale and Assignment, duly executed by BuyerPurchase Price as provided in Section 3.1; (ii2) execute and deliver to Seller the Escrow Supply Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described as provided in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment2.1; and (viii3) execute and deliver to Seller the Indemnity Escrow SharesBranded Marketer Agreement, to be deposited with the Escrow Agent as provided in the Escrow Account, pursuant to the Escrow AgreementSection 2.2.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, following shall deliver to Buyer the followingoccur: (iA) Seller shall: (1) deliver to the Title Company a duly executed and acknowledged special warranty deed or equivalent statutory form of deed for each Fee Property conveying marketable title to such Property to Purchaser subject only to the Permitted Encumbrances and as provided in Section 5.6 ("Deed"). The Deed for each Fee Property shall be in the form of Exhibit "J", and it shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the instruments of conveyance of the Properties to Seller, as modified by any subsequent partial conveyances or condemnations of portions of any such Property, to the extent available to Seller; (2) to the extent any required consents have been obtained, deliver to the Title Company an executed and acknowledged assignment of lease for each Leased Property subject only to the Permitted Encumbrances ("Assignment of Lease"). The Assignment of Lease for each Leased Property shall be in the form of Exhibit "K" and shall contain the legal description of such Property from the Survey, if a Survey has been obtained by Purchaser, otherwise the legal description shall be taken from the leases or instruments of conveyance of the Properties to Seller, as modified by any subsequent partial conveyances or condemnations of portions of any such Property, to the extent available to Seller; (3) deliver to Purchaser an executed ▇▇▇▇ of sale for all personal property and assignment and assumption in the form set forth equipment located on Exhibit B each Property (the “"▇▇▇▇ of Sale and Assignment”Sale"), duly executed by Seller, transferring which shall be in the Purchased Assets and Assumed Liabilities (as defined below) to Buyer;form of Exhibit "L" (ii4) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals deliver to Purchaser assignments of the MED ApprovalContract Dealer Agreements, the Local Authority ApprovalsFee & Lease Dealer Agreements and the Distributor Sales Agreements, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged shall be in the Business, which ordinarily provides such certificates on a timely basis and to form of Exhibit "M" (the extent available, dated within thirty (30) days "Assignment of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(aFranchise Agreement"); (x5) deliver to Purchaser the various certificatesexecuted Supply Agreement, instruments as provided in Section 2.1, and documents the executed Branded Marketer Agreement, as provided in Section 2.2; (and shall take 6) to the required actions) referred extent obtained by Seller prior to in ARTICLE IX herein and the Closing Date, deliver to the Title Company the written consent of any lessor or landlord, if the assignment of the lease relating to a Leased Property requires such other customary instruments of transferconsent, assumption, filings or documents, such written consent to be in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued the Title Company and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investorPurchaser; and (xviii7) deliver to the Star Packaging Services Agreement, duly executed by Star PackagingTitle Company and to Purchaser such certificates of incumbency and evidence of corporate authority for the execution and delivery of this Agreement and all documents required hereunder in such form and content as the Title Company and Purchaser reasonably may require. (bB) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the followingPurchaser shall: (i1) pay the ▇▇▇▇ of Sale and Assignment, duly executed by BuyerPurchase Price as provided in Section 3.1; (ii2) execute and deliver to Seller the Escrow Supply Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described as provided in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment2.1; and (viii3) execute and deliver to Seller the Indemnity Escrow SharesBranded Marketer Agreement, to be deposited with the Escrow Agent as provided in the Escrow Account, pursuant to the Escrow AgreementSection 2.2.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller the following Documents shall be delivered, and no document shall be deemed to have been delivered until all such required documents have been delivered: 4.2.1 The Sellers shall deliver, or procure the Membersdelivery, to the Buyer of the following documents: a. A true and correct copy of resolutions of Sellers’ Board of Directors, approving this Agreement and the Transactions contemplated hereby; b. A certificate, duly executed by an executive officer of each Seller, dated as of the date of the Closing, confirming that the representations and warranties made in Section 5 were true and correct in all material respects when made and are true and correct in all material respects on and as of the Cut Off Date and Closing Date, as applicablethough made on these Dates, shall deliver and that each Seller has performed in all material respects all obligations required under this Agreement to Buyer be performed by it on or before the following:Closing; (i) a c. Signed opinion of Shibolet & Co., Advocates, counsel to the Seller in the form to be attached hereto as Exhibits 4.2.1(c), dated as of the date of the Closing and addressed to the Buyer. d. A duly executed confidentiality and non-compete agreement between the Buyer, each Seller, ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ ▇▇▇, Dimex Ltd. and Dimex Holdings (1998) Ltd., to be attached hereto as Exhibit 4.2.1(d). e. The consent of Sale Bank Hapoalim, and Assignment”), duly executed by Seller, transferring the Purchased First International Bank to the sale of the Acquired Assets contemplated hereunder and to release their charges from the Acquired Assets and Assumed Liabilities the consent of the State of Israel (as defined belowThe Investment Center) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals sale of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses Acquired Assets by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides DHG; such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) lien discharges shall be in a form reasonably acceptable to the Buyer and its counsel; f. A certificate duly executed by each employee of the Sellers, which Buyer intends to hire as its employee, confirming, among other issues that she/he has no claims whatsoever regarding his/her work with Seller and the receipt of all salary, payment in lieu of advance notice, severance and social payments and benefits up to the date of termination of such employees’ employment with Seller substantially in the form to be attached as Exhibit 4.2.1(f). g. Such certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all and ownership on all of the Acquired Assets, in each case not subject to any Encumbrance (as defined in Section 5.9). h. Those third party consents and assignments detailed in Exhibit 4.2.1(h), in a form to be agreed by the parties. i. Notices from the Sellers, Dimex Holdings (1998) Ltd, an Israeli company No. ▇▇-▇▇▇▇▇▇-▇ (“DH”), and Dimex Ltd. to the Registrar of Companies informing the registrar about their respective resolutions to change their respective names to different names which do not include the word Dimex in a form to be agreed between the parties. j. Confirmations from the Tax Authorities specifying the withholding tax rate, or the exemption from same, applicable to each Seller with respect to the Purchase Price to be paid by the Buyer under this Agreement, a copy of which attached as Exhibit 4.2.1(j); k. Invoice for VAT purposes on the entire Purchase Price including for the Consideration Shares, unless waived pursuant to the provisions of Section 3.5. l. The Sellers’ Audited Financial Statements for the fiscal year 2006 and reviewed financial statements for the 9 month period ending as of September 30, 2007, in both cases, in NIS, in English, in accordance with Israeli GAAP with notes including a note of reconciliation to US GAAP. 4.2.2 The Buyer shall deliver, or procure the delivery, to the Seller of the following documents: a. A true and correct copy of resolutions of Buyer’s Board of Directors, approving this Agreement, the Transactions contemplated hereby and the issuance of the Consideration Shares pursuant to this Agreement; b. Buyer shall pay Sellers the 1st Installment by way of a banker’s check or as evidenced by a copy of a wire transfer in the amount of NIS 15,500,000. Wire transfers shall be made to the bank accounts details of which shall be provided by Sellers in writing prior to the Closing. c. Buyer shall issue the Consideration Shares to DS and shall provide Sellers with a share certificate (or a copy of same as received by Buyer from its Transfer Agent) in DS’ name representing the Consideration Shares issued to DS, and a copy of the Shareholder Register of Buyer, dully signed by an executive officer of the Buyer, recording the Consideration Shares issued to DS hereunder. d. Signed opinion of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Advocates, counsel to the Buyer in the form to be attached hereto as Exhibits 4.2.2(d), dated as of the date of the Closing and addressed to the Sellers. e. A certificate, duly executed by an executive officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered dated as of the date of the Closing, confirming that the representations and warranties of Buyer made in Section 6.4(a); (x) 6 were true and correct in all material respects when made and are true and correct in all material respects on and as of the various certificates, instruments Cut Off Date and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) as though made on these Dates, and that the amounts Buyer has performed in all material respects all obligations required under this Agreement to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to be performed by it on or before the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property attached hereto as Exhibit C, duly executed by the applicable landlord (the “Lease Consent”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of the payoff amount for such Indebtedness as specified therein (collectively, the “Payoff Letters”); (xii) the SB IP License, duly executed by Star Brands; (xiii) specific assignment and assumption agreements duly executed by Seller relating to any Assigned Contracts that Buyer and Seller have mutually determined to be reasonably necessary to assign such Assigned Contracts to Buyer and for Buyer to assume the Assumed Liabilities thereunder; (xiv) the consent of the Persons party to the Assigned Contracts set forth on Schedule 4.2(a)(xiv) to the assignment of such Assigned Contracts to Buyer, duly executed by such Persons (the “Required Consents”); (xv) consent to assignment in form satisfactory to Buyer of the Leases of Leased Property for the dispensary attached hereto as Exhibit C, duly executed by the applicable landlord and a lease agreement in form and substance reasonably satisfactory to Buyer with respect to the grow facility Premises, duly executed by the applicable landlord of the Leased Property (the “Lease ConsentReal Property Leases”); (xvi) evidence of termination of the Contracts set forth on Schedule 4.2(a)(xvi); (xvii) a completed Investor Questionnaire in the form attached hereto as Exhibit D, duly executed by Seller and each Member certifying that such Person is an accredited investor; and (xviii) the Star Packaging Services Agreement, duly executed by Star Packaging. (b) At or prior to the Closing, Buyer shall deliver or shall cause to be delivered to Seller (or in the case of Section 4.2(b)(viii), the Escrow Agent) the following: (i) the ▇▇▇▇ of Sale and Assignment, duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Security Agreement, duly executed by Buyer; (iv) the Star Packaging Services Agreement, duly executed by Buyer; (v) the officer’s certificate described in Section 9.3(c) in a form reasonably acceptable to Seller, duly executed by an officer of Buyer; (vi) the Closing Cash Payment in immediately available funds paid to the Seller’s Bank Account; (vii) executed instruction letter to Parent’s transfer agent to issue the Closing Stock Payment; and (viii) the Indemnity Escrow Shares, to be deposited with the Escrow Agent in the Escrow Account, pursuant to the Escrow Agreement.