Common use of Initial Closing Deliveries Clause in Contracts

Initial Closing Deliveries. At the Initial Closing, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the following: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time of the Initial Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section 6.9 relating to the Initial Acquired Companies; (iii) a certificate of the secretary or an assistant secretary of Seller Parent dated as of the Initial Closing Date certifying resolutions of the board of directors of Seller Parent approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent); (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by Seller Parent; (v) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following the Initial Closing; and (xiii) such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as may reasonably be required to consummate the transactions contemplated by this Agreement and the Related Agreements with respect to the Initial Acquired Companies, including any agreements or documents that Sellers determine are necessary in accordance with Section 6.38.

Initial Closing Deliveries. (a) At the Initial Closing, in addition Company shall execute, issue and deliver (as applicable) to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the followingBuyer: (i) certificates (or similar documents) evidencing (A) all evidence reasonably satisfactory to Buyer of the Sellers Equity Interests relating issuance to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time Buyer of the Initial ClosingClosing Purchased Securities and the Initial Purchased RSUs (which evidence shall, in either the case that are certificatedof the Initial Closing Purchased Securities, which certificates confirm the issuance thereof in book entry form, and, in the case of the Initial Purchased RSUs, shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments the execution and delivery of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as Series 1 Restricted Stock Unit Award Agreement and the case may be, to PurchaserSeries 2 Restricted Stock Unit Award Agreement); (ii) the resignations referred to in Section 6.9 relating to a certificate of an authorized officer of Company, given by such officer on behalf of Company, certifying as true and correct as of the Initial Acquired CompaniesClosing Date, copies attached thereto of Company’s Charter Documents and resolutions of the Board approving the execution, delivery and performance of this Agreement and each Ancillary Agreement to which Company is or will be a party and the consummation of the transactions contemplated by this Agreement to take place at the Initial Closing; (iii) a certificate dated as of a date not more than five (5) days prior to the secretary or Initial Closing Date as to the good standing and subsistence of Company, issued by the Secretary of State of Delaware; (iv) a certificate of an assistant secretary authorized officer of Seller Parent dated Company certifying that Company’s representations and warranties set forth in Article 4 are true and correct as of the Initial Closing Date certifying and that Company has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Company on or before the Initial Closing; (v) an Indemnification Agreement between Company and each Tacora Director, duly executed by the Company; (vi) evidence reasonably satisfactory to Buyer that Company has adopted the Equity Incentive Plan; (vii) evidence reasonably satisfactory to Buyer that the Tacora Directors have been appointed to the Board and that two (2) other members of the Board have resigned; (viii) the Payoff Letter, duly executed by Gazellek Holdings I, LLC; (ix) a duly completed and executed IRS Form W-9 of the Company; and (x) the Loan Documents, duly executed by Company. (b) At the Initial Closing, Buyer shall deliver to Company: (i) the Initial Closing Purchase Price in accordance with Section 2.1(b); (ii) the Loan Documents, duly executed by B▇▇▇▇, and the Loan Amount in accordance with Section 6.3; (iii) an Indemnification Agreement between Company and each Tacora Director, duly executed by each Tacora Director; (iv) a duly completed and executed IRS Form W-9 of Buyer; (v) certified copies of Buyer’s (A) Charter Documents and (B) resolutions of the board general partner of directors of Seller Parent B▇▇▇▇ approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements each Ancillary Agreement to which Buyer is or will be a party and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent); (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License by this Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by Seller Parent; (v) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following take place at the Initial Closing; and (xiiivi) such other documents a certificate of an authorized officer of Buyer certifying that B▇▇▇▇’s representations and instruments warranties set forth in Article 5 are true and correct as may be required by any other provision of the Initial Closing Date and that Buyer has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement or any Related Agreement or as may reasonably be that are required to consummate the transactions contemplated be performed or complied with by this Agreement and the Related Agreements with respect to Buyer on or before the Initial Acquired CompaniesClosing. (c) As soon as practicable following the Initial Closing (and in any event within ten (10) Business Days thereafter), including any agreements or documents that Sellers determine are necessary Company shall deliver to Buyer an opinion from M▇▇▇▇ ▇▇▇▇▇ LLP, tax counsel for Company, in accordance with Section 6.38a form reasonably acceptable to Buyer.

Initial Closing Deliveries. At the Initial Closing, in addition AdStar shall have delivered to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the Investor all of the following: (a) copy of the Series B-1 Certificate of Designation certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of AdStar issued as of a recent date by the Secretary of State of the State of Delaware; (c) Certificate of the Chief Executive Officer or the President of AdStar, dated the Initial Closing Date, to the effect that the conditions specified in Sections 3.1 through 3.4 have been satisfied fully; (d) one or more certificates, duly executed by AdStar and registered in AdStar's stock ledger in the Investor's or its nominee's name, evidencing the number of Series B-1 Preferred Shares to be purchased by the Investor; (e) Certificate of the Secretary or an Assistant Secretary of AdStar, dated the Initial Closing Date, in form and substance reasonably satisfactory to the Investor, as to (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating no amendments to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time Certificate of the Initial Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; Incorporation; (ii) the resignations referred to in Section 6.9 relating to the Initial Acquired Companies; By-laws; (iii) a certificate the resolutions duly adopted by the Board of Directors authorizing and approving (including for purposes of ss. 203 of the secretary or an assistant secretary of Seller Parent dated Delaware General Corporation Law), as of the Initial Closing Date certifying resolutions of the board of directors of Seller Parent approving and authorizing appropriate, the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements each of the Transaction Documents to which it is a party and the consummation by Seller Parent of the transactions contemplated hereby and thereby thereby, including the issuance, sale and that such resolutions were duly adopted delivery of the Series B Preferred Shares and are in full force the reservation for issuance of the Conversion Common Shares; and effect (together with an iv) the incumbency and signature certificate regarding signatures of the officer(s) signing on behalf officers of Seller Parent)AdStar authorized to execute and deliver this Agreement and any of the Transaction Documents to which AdStar is a party; (ivf) Trademark License Termination Letter Legal opinion of Morse, Zelnick, Rose & Lander LLP, counsel for each Seller Parent ▇▇▇▇ License Agreement AdStar, dated the Closing Date, addressed to which one or more of the Initial Acquired Companies is a partyInvestor and in the form attached hereto as Exhibit G; (g) Registration Rights Agreement, duly executed by Seller ParentAdStar; (vh) Transition Trademark License Agreements for each country of the TerritorySecond Deployment Agreement, duly executed AdStar; (i) Governance Agreement, duly executed by Seller Parent AdStar and the applicable Initial Acquired CompaniesFounders; (vij) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operateStockholder Support Agreement, duly executed by ▇▇▇▇ IP Holding LLC AdStar and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectiveseach other party thereto; (viik) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a partyEscrow Amendment, duly executed by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following the Initial ClosingAdStar; and (xiiil) such other documents and instruments as may be required by any other provision of this Agreement documents, instruments, approvals or any Related Agreement or as may reasonably be required opinions relating to consummate the transactions contemplated by this Agreement and as the Related Agreements with respect to the Initial Acquired Companies, including any agreements Investor or documents that Sellers determine are necessary in accordance with Section 6.38its special counsel may reasonably request.

Initial Closing Deliveries. At the Initial Closing, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the following: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time of the Initial Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section SECTION 6.9 relating to the Initial Acquired Companies; (iii) a certificate of the secretary or an assistant secretary of Seller Parent dated as of the Initial Closing Date certifying resolutions of the board of directors of Seller Parent approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent); (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ Mark License Agreement to which one or more of the Initial Acquired A▇▇▇▇red Companies is a party, duly executed by Seller Parent; (v) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by ▇▇▇▇ Bell IP Holding LLC and the applicable Initial Acquired CompaniesComp▇▇▇▇s, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following the Initial Closing; and (xiii) such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as may reasonably be required to consummate the transactions contemplated by this Agreement and the Related Agreements with respect to the Initial Acquired Companies, including any agreements or documents that Sellers determine are necessary in accordance with Section 6.38.

Initial Closing Deliveries. At (a) Simultaneously with the execution and delivery of this Agreement, at the Initial Closing, in addition the Company is delivering or causing to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver be delivered to Purchaser the Investors the following: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time of the Initial Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of Notes in the principal amounts set forth opposite such Sellers Equity Interests or Holding Company Equity Interests, as Investor's name on the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchasersignature page hereto; (ii) certificates representing the resignations referred to number of GS Shares in Section 6.9 relating to the Initial Acquired Companiesamounts set forth opposite such Investor's name on the signature page hereto; (iii) a certificate duly executed copy of the secretary or an assistant secretary of Seller Parent dated as of the Initial Closing Date certifying resolutions of the board of directors of Seller Parent approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent)Registration Rights Agreement; (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License Agreement to which one or more duly executed copies of the Initial Acquired Companies is a party, duly executed by Seller ParentVoting Agreements; (v) Transition Trademark License Agreements for each country duly executed copies of the Territory, duly executed by Seller Parent and the applicable Initial Acquired CompaniesLock-up Agreements; (vi) either a BIPHO Transition License Agreement for each country an opinion of the Territory Company's counsel, dated as of the date hereof, addressed to the Investors in the form of Exhibit 2.3(a)(vi), which opinion shall be reasonably satisfactory to the Initial Acquired Companies operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectivesInvestors; (vii) Services Termination Letter good standing certificates for the Company and each Technical Services Agreement of its Significant Subsidiaries, dated no earlier than five days prior to the date hereof, from the jurisdiction in which one or more of the Initial Acquired Companies each is a party, duly executed by all parties to those Technical Services Agreementsincorporated; (viii) Transition Services Agreement for each country a copy of the Territory in which resolutions of the Initial Acquired Companies operate, Board of Directors (A) duly executed by Seller Parent authorizing the execution and delivery of each of the Transaction Documents and the applicable Initial Acquired Companiesperformance of the transactions contemplated thereby, and (B) approving the Investors becoming "interested stockholders" under Section 203 of the DGCL, which resolutions shall be certified as true, correct and effective as of the date hereof by the Secretary or Assistant Secretary of the Company and which shall be satisfactory to the Investors; (ix) Technical Information Confidentiality Agreements evidence, satisfactory to the Investors, that Amendment No. 1 to the Rights Agreement, in the form attached hereto as Exhibit 2.3(a)(ix), has been duly executed by Seller Parent and the Initial Acquired Companiesexecuted; (x) Short Form Trademark Assignment covering evidence, satisfactory to the transfer Investors, that the Initial Noteholder Designee shall be duly appointed to serve as a member of "Class II" of the registrations Board of Directors and applications for Latin America Marks the Executive Committee of the Board of Directors and that are used exclusively by any Initial Acquired Companythe Board of Directors shall consist of eight directors in each case effective as of January 20, duly executed by Seller Parent2000; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect evidence, satisfactory to the valid issuance and transfer Investors, that the transactions contemplated hereby will not constitute a "Change in Control" of the Sellers Equity Interests in Company under any Initial Acquired Company in compliance with all applicable Laws Commitment to which an officer is a party or under any of the Compensation and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions)Benefit Plans; (xii) with respect copies of all third-party consents required to be obtained by the Company prior to the Initial Closing as set forth on Schedule 3.9(b), including, without limitation, the consent of the Required Lenders under the Credit Agreement, which consents shall be reasonably satisfactory to the Investors; (xiii) an Officers' Certificate, dated as of the date hereof, certifying that each of the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof (disregarding for this purpose all references in such representations and warranties to any Initial Acquired Company thatmateriality, following Material Adverse Effect, Knowledge or similar qualifications) (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date), except for failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (xiv) such other instruments and documents as the Investors reasonably request. (b) Simultaneously with the execution and delivery of this Agreement, at the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect the Investors are delivering to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under Company the applicable Minority Equity Agreement following following: (i) the Initial ClosingClosing Purchase Price, which shall be paid by wire transfer of immediately available funds to an account designated at least three business days prior to the date hereof by the Company; (ii) a duly executed copy of the Registration Rights Agreement; and (xiiiiii) such other documents an Officers' Certificate, dated as of the date hereof, certifying that each of the representations and instruments as may be required by any other provision warranties of the Investors contained in this Agreement are true and correct (disregarding for this purpose all references in such representations and warranties to any materiality, material adverse effect, knowledge or any Related Agreement similar qualifications) as of the date hereof (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date), except for failures to be true and correct which individually or as may in the aggregate would not reasonably be required expected to consummate have a material adverse effect on the transactions contemplated by this Agreement and ability of the Related Agreements with respect Investors to the Initial Acquired Companies, including any agreements or documents that Sellers determine are necessary in accordance with Section 6.38fulfill its obligations hereunder.

Initial Closing Deliveries. At the Initial Closing, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent the Company shall deliver or cause to be delivered to each Purchaser the following: (i) certificates a Note registered in the name of such Purchaser (or similar documentssuch other name as such Purchaser may direct in writing) evidencing in the principal amount indicated opposite such Purchaser's name on SCHEDULE A hereto under the heading "Initial Unit - Principal Note Amount"; (ii) a Warrant, registered in the name of such Purchaser (or such other name as such Purchaser may direct in writing), pursuant to which such Purchaser shall have the right to acquire the number of Common Shares indicated on SCHEDULE A hereto under the heading "Initial Unit - Warrant Shares; (iii) a Unit Warrant, registered in the name of such Purchaser (or such other name as such Purchaser may direct in writing), as set forth in SECTION 2.1(A)(II) above, entitling such Purchaser to be issued (A) all of a Note in the Sellers Equity Interests relating to principal amount indicated opposite such Purchaser's name on SCHEDULE A hereto under the Initial Acquired Companies and/or heading "Additional Unit - Principal Note Amount", and (B) a Warrant exercisable for the Holding number of Common Shares indicated on SCHEDULE A hereto under the heading "Additional Unit - Warrant Shares;" (iv) the Registration Rights Agreement duly executed by the Company; (v) the legal opinion of Company Equity Interests relating U.S. Counsel, in the form of EXHIBIT D-1, executed by such counsel, and the legal opinion of Company Canadian Counsel, in the form of EXHIBIT E-1, executed by such counsel, and delivered to the Holding Companies Purchasers; (vi) written evidence that own both the Seller Equity Interests relating to AMEX and the TSX have approved the transactions contemplated by the Transaction Documents; and (vii) any other documents reasonably requested by the Purchasers, New Purchaser Counsel or KFOC Counsel in connection with the Initial Acquired Companies at the time of Closing. At the Initial Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) the purchase price set forth opposite such Purchaser's name on SCHEDULE A hereto under the heading "Initial Purchase Price," in either case that are certificatedUnited States dollars and in immediately available funds, which certificates shall be duly endorsed by wire transfer to an account designated in blank or accompanied writing by duly executed stock powers or stock transfer forms, assignments of the Company for such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaserpurpose; (ii) the resignations referred to in Section 6.9 relating to the Initial Acquired Companies;Registration Rights Agreement duly executed by such Purchaser; and (iii) a certificate of the secretary or an assistant secretary of Seller Parent dated as of the Initial Closing Date certifying resolutions of the board of directors of Seller Parent approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent); (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License Agreement any other Transaction Document to which one or more of the Initial Acquired Companies such Purchaser is a partysignatory, duly executed by Seller Parent; (v) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following the Initial Closing; and (xiii) such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as may reasonably be required to consummate the transactions contemplated by this Agreement and the Related Agreements with respect to the Initial Acquired Companies, including any agreements or documents that Sellers determine are necessary in accordance with Section 6.38Purchaser.

Initial Closing Deliveries. At the Initial Closing, in addition to any other documents or agreements required under this Agreement, (a) Sellers On or Seller Parent prior to the Initial Closing Date, the Company shall issue, deliver or cause to be delivered to the Purchaser the following:following (the “Initial Company Deliverables”): (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time of the Initial Closingthis Agreement, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as by the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to PurchaserCompany; (ii) the resignations referred to in Section 6.9 relating to one or more stock certificates, evidencing the Initial Acquired CompaniesShares subscribed for by the Purchaser hereunder, registered in the name of the Purchaser or as otherwise set forth on the Accredited Investor Questionnaire included as Exhibit B hereto; (iii) a certificate legal opinion of the secretary or an assistant secretary of Seller Parent Company Counsel, dated as of the Initial Closing Date certifying resolutions of which shall include the board of directors of Seller Parent approving opinions set forth in Exhibit C hereto, executed by such counsel and authorizing addressed to the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent)Purchaser; (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License the Warrant Agreement to which one or more of and the Initial Acquired Companies is a partyWarrant, duly executed by Seller Parentthe Company; (v) Transition Trademark License Agreements for each country a certificate of the Territory, duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country Secretary of the Territory in which Company (the Initial Acquired Companies operate“Secretary’s Certificate”), duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more dated as of the Initial Acquired Companies is a partyClosing Date, duly executed (a) certifying the resolutions adopted by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country the Board of Directors of the Territory in which the Initial Acquired Companies operate, Company or a duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following the Initial Closing; and (xiii) such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as may reasonably be required to consummate authorized committee thereof approving the transactions contemplated by this Agreement and the Related Agreements with respect other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; and (vii) the Compliance Certificate referred to in Section 5.1(g). (b) On or prior to the Initial Acquired CompaniesClosing Date, including any agreements the Purchaser shall deliver or documents that Sellers determine are necessary cause to be delivered to the Company the following (the “Initial Purchaser Deliverables”): (i) this Agreement, duly executed by the Purchaser; (ii) the Aggregate Initial Purchase Price, in U.S. dollars and in immediately available funds, by wire transfer in accordance with Section 6.38.the Company’s written instructions; (iii) the Warrant Agreement, duly executed by the Purchaser; and (iv) a fully completed Accredited Investor Questionnaire in the form attached hereto as Exhibit B.

Initial Closing Deliveries. At (a) On or prior to the Initial Closing, in addition the Company shall issue, deliver or cause to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver be delivered to the Purchaser the following:following (the “Company Deliverables”): (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time of the Initial Closingthis Agreement, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as by the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to PurchaserCompany; (ii) a copy of the resignations referred Company’s irrevocable instructions to the Transfer Agent, acknowledged by the Transfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 6.9 relating 4.1(b) hereof), evidencing the Initial Shares subscribed for by Purchaser hereunder, registered in the name of the Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit A-2 hereto, with the original stock certificates sent to the Purchaser within three (3) Business Days of the Initial Acquired CompaniesClosing; (iii) a certificate legal opinion of the secretary or an assistant secretary of Seller Parent Company Counsel, dated as of the Initial Closing Date certifying resolutions of Date, executed by such counsel and addressed to the board of directors of Seller Parent approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent)Purchaser; (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License Agreement to which one or more a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Initial Acquired Companies is a partyClosing Date, duly executed (a) certifying the resolutions adopted by Seller Parent; (v) Transition Trademark License Agreements for each country the Board of Directors of the Territory, Company or a duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by all parties to those Technical Services Agreements; (viii) Transition Services Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (ix) Technical Information Confidentiality Agreements duly executed by Seller Parent and the Initial Acquired Companies; (x) Short Form Trademark Assignment covering the transfer of the registrations and applications for Latin America Marks that are used exclusively by any Initial Acquired Company, duly executed by Seller Parent; (xi) opinions of legal counsel (subject to reasonable and customary assumptions and limitations) to Sellers as may be reasonably requested by Purchaser solely with respect to the valid issuance and transfer of the Sellers Equity Interests in any Initial Acquired Company in compliance with all applicable Laws and any applicable Minority Equity Agreement (which opinions shall be subject to customary exceptions); (xii) with respect to any Initial Acquired Company that, following the Initial Closing, will continue to have Minority Equity Holders, opinions of legal counsel to Sellers as may be reasonably requested by Purchaser solely with respect to the absence of any Right of First Refusal Rights of any such Minority Equity Holder under the applicable Minority Equity Agreement following the Initial Closing; and (xiii) such other documents and instruments as may be required by any other provision of this Agreement or any Related Agreement or as may reasonably be required to consummate authorized committee thereof approving the transactions contemplated by this Agreement and the Related Agreements with respect other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the Compliance Certificate referred to in Section 5.1(g); (vi) a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within two (2) Business Days of the Initial Acquired CompaniesClosing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the States of New York and Ohio, including any agreements as of a date within three (3) Business Days of the Initial Closing Date; (viii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Initial Closing Date; (ix) a true and accurate pro forma capitalization table of the Company in Microsoft Excel format setting forth the aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options, warrants and other securities of the Company (whether or documents that Sellers determine are necessary not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of the Initial Closing Date (the “Closing Capitalization Table”); (x) a fully executed Registration Rights Agreement; (xi) a fully executed Voting Agreement; (xii) fully executed Lock Up Agreements; and (xiii) the Management Rights Letter, duly executed by the Company. (b) At the Initial Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by the Purchaser; (ii) the Initial Purchase Price in accordance with Section 6.38United States dollars and in immediately available funds, by wire transfer to an account designated in writing to the Purchaser by the Company for such purpose; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits A-1 and A-2, respectively.