Common use of Other Agreements and Documents Clause in Contracts

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C attached hereto; (c) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware; (e) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares; (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificatesCertificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C attached hereto; (c) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware; (e) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares; (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificates, registered An Acquired Note corresponding to the applicable Release Amount as determined in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B attached heretoaccordance with Section 1.4(b) hereof. (b) The Registration Rights Agreement in the form of Exhibit C attached hereto; (c) A certificate of good standing as of a recent date with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware; (ec) A certificate of the Company’s Secretary, dated the such Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fd) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired SharesNotes; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired SharesNotes; (ge) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company and/or its Subsidiaries, as applicable, shall have executed and delivered the following agreements and documents: (a) certificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant The Note in the form of Exhibit B A attached hereto.; (b) The Registration Rights Agreement in the form of Exhibit C attached B hereto; (c) A certificate The Security Agreement in the form of good standing with respect to the Company from the Secretary of State of DelawareExhibit C hereto; (d) The certificate Stock Pledge Agreement in the form of incorporation of the Company, as amended, certified by the Secretary of State of DelawareExhibit D attached hereto; (e) The Guaranty Agreement in the form of Exhibit E attached hereto, executed by each of PetCARE, African American Medical and KidCARE; (f) The Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each of PetCARE, African American Medical and KidCARE; (g) Irrevocable instructions to the Company's transfer agent reserving 1,573,645 shares of the Company's Common Stock for issuance as the Note Shares; (h) A certificate of the Company’s Secretary's CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 5.1 and 4.2 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fi) A written waiver, in form and substance satisfactory to the Purchaser, from each person person, other than the Purchaser and those Persons set forth on Schedule 5.4(l), who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Note or the Note Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Note or the Note Shares;; and (gj) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificates, registered An Acquired Note corresponding to the applicable Release Amount as determined in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B attached heretoaccordance with Section 1.4(b) hereof. (b) The Registration Rights Agreement in the form of Exhibit C attached hereto; (c) A certificate of good standing as of a recent date with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware; (ec) A certificate of the Company’s Secretary, dated the such Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fd) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired SharesNotes; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired SharesNotes; (ge) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and. (f) With respect to the initial Closing only: (i) An Acquired Note in the principal amount of $2,500,000 in accordance with Section 1.3 hereof (ii) The Escrow Agreement in the form of Exhibit B attached hereto; (iii) The Security Agreement in the form of Exhibit C attached hereto; (iv) The Pledge Agreement in the form of Exhibit D attached hereto; (v) The Guaranty Agreement in the form of Exhibit E attached hereto; (vi) The Guarantor Security Agreement in the form of Exhibit F attached hereto; (vii) The Registration Rights Agreement in the form of Exhibit G attached hereto (the “Registration Rights Agreement”)

Other Agreements and Documents. Company and its Subsidiary, as applicable, shall have executed and delivered the following agreements and documents: (a) certificates, registered The Note in the name form of the Purchaser, representing the Acquired Shares and the Warrant Exhibit A attached hereto; (b) The Security Agreement in the form of Exhibit B attached hereto.; (bc) The Registration Rights Stock Pledge and Escrow Agreement in the form of Exhibit C attached hereto; (cd) A certificate The Guaranty Agreement in the form of good standing Exhibit D attached hereto, executed by Spectrum; (e) The Guarantor Security Agreement in the form of Exhibit E attached hereto, executed by Spectrum; (f) Confirmatory Assignments of Security Interest in United States Patents, Trademarks, and Copyrights in the form of Exhibit F attached hereto; (g) Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company from the Secretary of State of Delawareand its Subsidiary set forth in Section 5.4(f) above; (dh) The certificate A Certificate of Good Standing from the state of incorporation of the Company, as amended, certified by the Secretary of State of DelawareCompany and its Subsidiary; (ei) A certificate of the Company’s SecretaryChief Executive Officer, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 5.1 and 4.2 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fj) A written waiver, in form and substance satisfactory to the Purchaser, from each person person, other than the Purchaser and those Persons set forth on Schedule 5.4(l), who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired SharesNote; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares;Note ; and (gk) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificatesCertificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B A attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C B attached heretohereto (the “Registration Rights Agreement”); (c) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware; (e) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fe) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares;; and (gf) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. The Company shall have executed and delivered the following agreements and documents: (a) certificatesA certificate, registered in the name of the Purchaser, representing the Acquired Shares and the 2,480,000 Preferred Shares; (b) A Warrant in the form of Exhibit B attached hereto., registered in the name of the Purchaser, entitling the Purchaser to acquire 40,000,000 shares of Common Stock; (bc) The Registration Rights Agreement in the form of Exhibit C attached D hereto; (c) A certificate of good standing with respect to , executed by the Company from the Secretary of State of DelawareCompany; (d) The certificate Security Agreement in the form of incorporation of Exhibit C hereto, executed by the Company, as amended, certified by the Secretary of State of Delaware; (e) A subordination agreement in the form of Exhibit E hereto, executed by the Company; (f) An agreement and acknowledgment in the form of Exhibit F hereto, executed by Lutrex Enterprise, Inc. and Global Modular, Inc.; (g) An agreement and acknowledgment in the form of Exhibit G hereto, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ LLC; (h) An opinion of counsel to the Company, dated the date of such Closing, in a form as shall be reasonably acceptable to counsel to the Purchaser; (i) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; and (j) A certificate of an officer of the Company’s Secretary, dated as of the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 5.1 and 4.2 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company’s certificate , each as amended as of incorporation, and such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares; (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. (a) With respect to the Initial Closing, the Company shall have executed and delivered the following agreements and documents: (ai) certificatesA Debenture in the principal amount of $3,500,000 in the form of Exhibit A attached hereto; (ii) The Warrant in the form of Exhibit B attached hereto, registered in the name of the Purchaser, representing entitling the Acquired Shares and the Warrant in the form Purchaser to acquire 10,000,000 shares of Exhibit B attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C attached heretoCommon Stock; (ciii) An opinion of counsel to the Company, dated the Initial Closing Date, in a form as shall be reasonably acceptable to counsel to the Purchaser; (iv) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; (v) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation an officer of the Company, as amended, certified by the Secretary of State of Delaware; (e) A certificate of the Company’s Secretary, dated the Initial Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 5.1 and 4.2 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company’s certificate , each as amended as of incorporation, and such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request; (fvi) A written waiverThe Security Agreement in the form of Exhibit C attached hereto, executed by the Company; and (vii) The Registration Rights Agreement in the form and substance satisfactory of Exhibit D attached hereto, executed by the Company. (b) With respect to each Subsequent Closing, if any, the Purchaser, from each person other than the Purchaser who has any of Company shall have delivered the following rightsagreements and documents: (i) any currently effective right A Debenture, in the form of first refusal Exhibit A attached hereto (as appropriately modified to acquire reflect the Acquired Sharesapplicable Debenture number, principal amount and original issue date), the purchase of which as of such date has been consented to by the Purchaser as described in Section 1.3(b) hereof; orand (ii) any right to A certificate of an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result officer of the issuance Company, dated such Closing Date, certifying (i) the fulfillment of the Acquired Shares; conditions specified in Sections 5.1 and 5.2 of this Agreement, (gii) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that Board resolutions approving this Agreement and the transactions contemplated hereby may be consummated hereby, (iii) the articles of incorporation and bylaws of the business Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company may be conducted by as of such Closing Date; and (v) such other matters as the Company after the Closing without adversely affecting the Company; andPurchaser shall reasonably request.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificatesCertificates, registered in the name of the Purchaser, representing the Acquired Shares, the Exchange Shares and the Warrant in the form of Exhibit B A attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C B attached hereto (the “Registration Rights Agreement”); (c) The Amended Registration Rights Agreement in the form of Exhibit F attached hereto; (cd) The Amended Warrant Agreement, each substantially in the form of Exhibit G attached hereto; (e) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware; (ef) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fg) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares or the Exchange Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares or the Exchange Shares;; and (gh) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. The Company shall have executed and delivered the following agreements and documents: (a) certificatesA certificate, registered in the name of the Purchaser, representing the Acquired Shares and the 2,480,000 Preferred Shares; (b) A Warrant in the form of Exhibit B attached hereto., registered in the name of the Purchaser, entitling the Purchaser to acquire 40,000,000 shares of Common Stock; (bc) The Registration Rights Agreement in the form of Exhibit C attached D hereto; (c) A certificate of good standing with respect to , executed by the Company from the Secretary of State of DelawareCompany; (d) The certificate Fourth Amendment to the Security Agreement in the form of incorporation of Exhibit C hereto, executed by the Company, as amended, certified by the Secretary of State of Delaware; (e) A subordination agreement in the form of Exhibit E hereto, executed by the Company; (f) An agreement and acknowledgment in the form of Exhibit F hereto, executed by Lutrex Enterprises, Inc. and Global Modular, Inc.; (g) An agreement and acknowledgment in the form of Exhibit G hereto, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ LLC; (h) An opinion of counsel to the Company, dated the date of such Closing, in a form as shall be reasonably acceptable to counsel to the Purchaser; (i) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; and (j) A certificate of an officer of the Company’s Secretary, dated as of the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 5.1 and 4.2 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company’s certificate , each as amended as of incorporation, and such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares; (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificatesCertificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C attached heretohereto (the “Registration Rights Agreement”); (c) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation A filed copy of the Company, as amended, Certificate of Designation for the Series L Preferred Stock certified by the Secretary of State of Delaware; (e) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares;; and (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company and its Subsidiary, as applicable, shall have executed and delivered the following agreements and documents: (a) certificates, registered The Note in the name form of the Purchaser, representing the Acquired Shares and the Warrant Exhibit A attached hereto; (b) The Security Agreement in the form of Exhibit B attached hereto.; (bc) The Registration Rights Stock Pledge and Escrow Agreement in the form of Exhibit C attached hereto; (cd) A certificate The Guaranty Agreement in the form of good standing Exhibit D attached hereto, executed by America’s Minority Health Network; (e) The Guarantor Security Agreement in the form of Exhibit E attached hereto, executed by America’s Minority Health Network; (f) Confirmatory Assignments of Security Interest in United States Patents, Trademarks, and Copyrights in the form of Exhibit F attached hereto; (g) Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company from the Secretary of State of Delawareand its Subsidiary set forth in Section 5.4(f) above; (dh) The certificate A Certificate of Good Standing from the state of incorporation of the Company, as amended, certified by the Secretary of State of DelawareCompany and its Subsidiary; (ei) A certificate of the Company’s SecretaryChief Executive Officer, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 5.1 and 4.2 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (fj) A written waiver, in form and substance satisfactory to the Purchaser, from each person person, other than the Purchaser and those Persons set forth on Schedule 5.4(l), who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired SharesNote; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares;Note ; and (gk) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.

Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents: (a) certificatesCertificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit B attached hereto. (b) The Registration Rights Agreement in the form of Exhibit C attached heretohereto (the “Registration Rights Agreement”); (c) A certificate of good standing with respect to the Company from the Secretary of State of Delaware; (d) The certificate of incorporation A filed copy of the Company, as amended, Amended and Restated Certificate of Designation for the Series L Preferred Stock certified by the Secretary of State of Delaware; (e) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Acquired Shares; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares;; and (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and.