Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) DVOP shall deliver to Sugarmade, as agent for Sellers, the following documents: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II; (iii) A duly executed Share Cancellation Agreement in the form attached hereto as Exhibit A; (iv) A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified by the Secretary of State of the State of Delaware at or about the Closing Date; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVOP; and (xi) A registration rights agreement for the investors in the Capital Raise referenced in Section 6.9, in the form attached hereto as Exhibit E; (xii) Such other documents and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and shall register the shares in the name of DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that Sugarmade is in good standing under the laws of said state; (iii) Certified copy of the Articles of Incorporation of Sugarmade, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iv) Secretary's certificate duly executed by Sugarmade's secretary attaching and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Sugarmade dated at or about the Closing Date; (v) An officer's certificate duly executed by Sugarmade's chief executive officer of Sugarmade to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; and (vi) Such other documents as DVOP may reasonably request. (c) The Sellers shall deliver the following documents: (i) to DVOP, duly executed assignments in the form attached hereto as Exhibit C and or Exhibit D effecting the immediate and unconditional sale, assignment and irrevocable transfer of Sugarmade Shares and Sugarmade Warrants to DVOP, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; (ii) to Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Shares; (iii) for the Sellers which are investors in the Capital Raise referenced in Section 6.9, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the Closing, in the form presented to the Seller by the escrow agent; and (iv) to Sugarmade, as agent for DVOP, all agreements issued in respect of the Sugarmade Warrants.

Transactions at Closing. At the Closing, and on the following transactions shall take placebasis of the representations, which transactions shall be deemed as having taken place simultaneously warranties, covenants and no transaction shall be deemed agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to have been completed or any document delivered until all such transactions have been completed the terms and all required documents deliveredconditions hereof: (a) DVOP shall Sellers will deliver to Sugarmade, as agent for Sellers, the following documentsBuyers: (i) Validly a ▇▇▇▇ of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II; (iii) A duly executed Share Cancellation Agreement by Owosso and/or DWZM in the form attached hereto as Exhibit A2.6(a)(i) (the "▇▇▇▇ of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ivii) A resignation subsistence certificates regarding each of Owosso and release agreementDWZM, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective issued as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified recent date by the Secretary of State of the State such corporations' states of Delaware at or about the Closing Dateorganization; (viiiiii) Secretary's certificate resolutions duly executed adopted by DVOP's secretary attaching the directors of Sellers, and attesting to the accuracy of: (Ashareholder(s) of DWZM authorizing execution, delivery and performance of the bylaws terms of DVOP, (B) the resolutions this Agreement and consummation of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated herebyby this Agreement, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director certified to Buyers' satisfaction; (iv) an Assignment and Assumption of DVOP (resulting in the DVOP directors Contracts and such other instruments pursuant to be ▇▇▇▇▇ ▇which Sellers assign to ▇▇▇▇▇▇ Sub the Assigned Contracts and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVOP; and (xi) A registration rights agreement for the investors in the Capital Raise referenced in Section 6.9Sub assumes Sellers' obligations thereunder, in the form attached hereto as Exhibit E; 2.6(a)(iv) (xii) Such other documents the "Assignment and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number Assumption of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and shall register the shares in the name of DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that Sugarmade is in good standing under the laws of said state; (iii) Certified copy of the Articles of Incorporation of Sugarmade, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iv) Secretary's certificate duly executed by Sugarmade's secretary attaching and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Sugarmade dated at or about the Closing DateContracts"); (v) An officer's certificate duly executed by Sugarmade's chief executive officer of Sugarmade to the effect a certification that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; andneither Seller is a foreign person; (vi) Such other documents as DVOP may reasonably request. (c) The Sellers shall deliver an agreement pertaining to ▇▇▇▇▇▇ Sub's use of Sellers' computer systems currently used in the following documents: (i) to DVOPoperation of the Business, duly executed assignments in the form attached hereto as Exhibit C 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of ▇▇▇▇▇▇ Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or Exhibit D effecting as reasonably requested by Buyers in order to facilitate or effect the immediate transfer and unconditional sale, assignment and irrevocable conveyance of the ▇▇▇▇▇▇ Assets to ▇▇▇▇▇▇ Sub. (b) Buyers will deliver to Sellers: (i) By wire transfer of Sugarmade Shares and Sugarmade Warrants immediately available funds, an amount equal to DVOPTwo Million, free and clear of any LiensFour Hundred Ten Thousand Dollars ($2,410,000), or any other third party rights of any kind and nature, whether voluntarily incurred or arising as adjusted by operation of lawthe Estimated Adjustment Amount; (ii) to Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Sharesthe Note; (iii) for the Sellers which are investors Security Agreement; (iv) the Guaranty Agreement; (v) an Assignment and Assumption of Contracts in form and substance acceptable to Buyer; (vi) the Capital Raise referenced in Section 6.9Transition Services Agreement; (vii) the Reimbursement Agreement; (viii) a good standing certificate with respect to each Buyer, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the Closing, in the form presented to the Seller issued as of a recent date by the escrow agentSecretary of State of each corporation's state of organization; (ix) resolutions duly adopted by the directors of each Buyer authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Sellers' satisfaction; and (ivx) any such other documents required pursuant to Sugarmade, as agent for DVOP, all agreements issued in respect the terms of the Sugarmade Warrantsthis Agreement.

Transactions at Closing. (a) At the Closing, the following transactions shall take placeBuyer and/or Globalstar, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) DVOP applicable, shall deliver to SugarmadeSellers and/or Loral Space, as agent for Sellersapplicable, against delivery by Sellers and or Subsidiaries of the following documentsitems described in Section 10(b) below: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts The Purchase Price as set forth in Schedule ISection 1(b); (ii) Validly The executed DVOP warrants corresponding to Transfer Agreement and the Sugarmade Warrants issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II; (iii) A duly executed Share Cancellation Agreement in the form attached hereto as Exhibit A; (iv) A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified by the Secretary of State of the State of Delaware at or about the Closing Date; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVOP; and (xi) A registration rights agreement for the investors in the Capital Raise referenced in Section 6.9, in the form attached hereto as Exhibit E; (xii) Such other documents and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and shall register the shares in the name of DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that Sugarmade is in good standing under the laws of said stateAmendment; (iii) Certified copy copies of resolutions of the Articles sole owner of Incorporation Buyer authorizing the transactions referred to herein; and (iv) Evidence of Sugarmadethe effectiveness of the Registration Statement. (b) At the Closing, Loral Holdings, DASA, Quota Sellers and/or each of the Subsidiaries shall deliver to Buyer as amended applicable the following against delivery by Buyer of the items described in Section 10(a) above: (i) The executed Transfer Agreement and the executed Amendment; (ii) Evidence satisfactory to date Buyer of release of all liens or encumbrances on the Assets, if any, except for liens and encumbrances set forth on Section 3(c) of the Seller Disclosure Schedule; (iii) Evidence of good standing of Sellers and each Subsidiary in the jurisdiction of its incorporation or organization (as far as the Operating Subsidiary and Holdings are concerned, such evidence shall correspond to the so-called “Ficha de Breve Relato Completa” issued by the State of Rio de Janeiro Board of Trade); (iv) Certified copies of the governing documents of each Subsidiary; (v) Resolutions of Sellers, the Quota Sellers and each Subsidiary (each certified by the Secretary of State of such Subsidiary or Sellers or a partners’ meeting registered at the State of California at or about competent Commercial Registry, as the Closing Date; (ivcase may be) Secretary's certificate duly executed by Sugarmade's secretary attaching authorizing this Agreement and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Sugarmade dated at or about the Closing Date; (v) An officer's certificate duly executed by Sugarmade's chief executive officer of Sugarmade to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closinghereunder; and (vi) Such other documents as DVOP may reasonably request. (c) The Sellers shall deliver the following documents: (i) to DVOP, duly Resignation letters executed assignments in the form attached hereto as Exhibit C by each officer and or Exhibit D effecting the immediate and unconditional sale, assignment and irrevocable transfer director of Sugarmade Shares and Sugarmade Warrants to DVOP, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; (ii) to Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Shares; (iii) for the Sellers which are investors in the Capital Raise referenced in Section 6.9, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the ClosingLDG, in the form presented and substance satisfactory to the Seller by the escrow agent; and (iv) to Sugarmade, as agent for DVOP, all agreements issued in respect of the Sugarmade WarrantsGlobalstar.

Transactions at Closing. At the Closing, each of the ----------------------- following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents deliveredoccur: (a) DVOP 7.2.1 At the Closing, Seller shall deliver to Sugarmade, as agent for Sellers, Purchaser the following documentsfollowing: (i) Validly executed stock all certificates corresponding representing the Shares, duly endorsed for transfer or accompanied by instruments of transfer reasonably satisfactory in form and substance to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule IPurchaser and its counsel; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name copies of the Sellers consents and waivers described in the amounts and on the terms set forth in Schedule IISection 5.5 which have been obtained; (iii) A duly executed Share Cancellation Agreement certificates of compliance or a certificate of good standing of ADI and tax status, as of the most recent practicable date, from the appropriate Governmental Authority of the jurisdiction of its incorporation and any other jurisdiction which is set forth in the form attached hereto as Exhibit ASchedule 3.1 hereto; (iv) A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director certified copies of DVOP to be effective as resolutions of the Closing (which shall be not less than 10 days after Board of Directors of ADI approving the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record)transactions set forth in this Agreement; (v) True copies certificate of all consents and waivers obtained by DVOP, in accordance with incumbency for the provisions officers of Section 7.1 belowADI; (vi) Certificate of good standing from the Secretary of State of the State of DelawareNon-Competition Agreements, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said stateexecuted by ADI; (vii) Certified copy the certificate of Seller and a duly authorized officer of ADI described in Section 5.4; (viii) an opinion of counsel for Seller and ADI in such form as counsel to the parties shall agree; (ix) the License Agreements, executed by Licensee(s); (x) all minute books, corporate seals and corporate records of ADI; (xi) copies of the Certificate of Incorporation or other applicable governing instruments, and all amendments thereof, of DVOPADI, as certified by the Secretary of State of the State state in which such entity is incorporated; (xii) copies of Delaware at the bylaws or about other applicable governing instruments of ADI certified by the Secretary as being correct, complete and in full force and effect on the Closing Date; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (Axiii) the bylaws resignation of DVOP, each of the directors and officers of ADI; (Bxiv) the resolutions of DVOP's board of directors issuing Borg Employment Agreement, Gerard Employment Agreement and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting Brazelton Employment ▇▇▇▇▇▇ent described in Section 2.▇; (xv) the Employee Proprietary Rights Agreements for Martin Borg, Karen Gerard and Paul Brazelton; (xv▇) ▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇ing E▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ etary Rights Agreements (xvii) such other documents and instruments as counsel for Purchaser shall reasonable require. 7.2.2 At the Closing, Purchaser shall deliver to Seller, or shall cause to be delivered to the Shareholders as indicated, the following: (i) the Cash Portion of the Purchase Price; (ii) the Stock Portion of the Purchase Price; (iii) the Byrne Note and the Levinson Note; (i▇) ▇▇e Non-Competit▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOPements, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVOP; and (xi) A registration rights agreement for the investors in the Capital Raise referenced in Section 6.9, in the form attached hereto as Exhibit E; (xii) Such other documents and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and shall register the shares in the name of DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that Sugarmade is in good standing under the laws of said state; (iii) Certified copy of the Articles of Incorporation of Sugarmade, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iv) Secretary's certificate duly executed by Sugarmade's secretary attaching and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Sugarmade dated at or about the Closing DatePurchaser; (v) An officer's certificate duly executed by Sugarmade's chief executive officer certified copies of Sugarmade to the effect that resolutions of the conditions Board of Directors of Purchaser approving the transactions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; andthis Agreement; (vi) Such other documents certificates of incumbency for the officers of Purchaser; (vii) the certificate of a duly authorized officer of Purchaser described in Section 6.3; (viii) an opinion of counsel for Purchaser in such form as DVOP may reasonably requestcounsel to the parties shall agree. (cix) The Sellers shall deliver the following documents: (i) to DVOP, duly executed assignments in the form attached hereto as Exhibit C and or Exhibit D effecting the immediate and unconditional sale, assignment and irrevocable transfer of Sugarmade Shares and Sugarmade Warrants to DVOP, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; (ii) to Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Shares; (iii) for the Sellers which are investors in the Capital Raise referenced in Section 6.9, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the Closing, in the form presented to the Seller by the escrow agentRegistration Rights Agreement; and (iv) to Sugarmade, as agent for DVOP, all agreements issued in respect of the Sugarmade Warrants.

Transactions at Closing. (a) At the Closing, the following transactions shall take placeBuyer and/or Globalstar, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) DVOP applicable, shall deliver to SugarmadeSeller, as agent for Sellers, against delivery by Seller of the following documentsitems described in Section 11(b) below: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts The Closing Purchase Price as set forth in Schedule ISection 4; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name Certified copies of resolutions of the Sellers in sole owner of Buyer and of the amounts Board of Directors of Globalstar (certified by the Secretary of Globalstar) authorizing this Agreement and on the terms set forth in Schedule IItransactions contemplated hereunder; (iii) A duly executed Share Cancellation Agreement Instruments of assumption evidencing the assumption by Buyer of the Assumed Liabilities in the form attached hereto as Exhibit AM; (iv) A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record)The Registration Rights Agreement signed by Globalstar; (v) True copies of all consents The Escrow Agreement signed by Buyer and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below;Globalstar; and (vi) Certificate of good standing from Any other items specified in Section 10 above. (b) At the Secretary of State Closing, Seller shall deliver to Buyer the following against delivery by Buyer of the State items described in Section 11(a) above: (i) Bills of Delawaresale, dated at or about the Closing Dateinstruments of assignment, duly endorsed certificates, and such other documents as may be necessary to assign, transfer and convey title to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified by the Secretary of State of the State of Delaware at or about the Closing Date; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting Purchased Assets to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVOP; and (xi) A registration rights agreement for the investors in the Capital Raise referenced in Section 6.9Buyer, in the form attached hereto as Exhibit EM; (xii) Such other documents and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and shall register the shares in the name of DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State Evidence reasonably satisfactory to Globalstar of the State discharge and release of Californiathe Encumbrances on the Purchased Assets (other than Permitted Encumbrances), dated at which satisfaction shall not be unreasonably withheld or about the Closing Date, to the effect that Sugarmade is in good standing under the laws of said statedelayed; (iii) Certified copy Evidence of good standing of Seller in the Articles jurisdiction of Incorporation its organization, and resolutions of Sugarmade, as amended to date Seller (certified by the Secretary of State of Seller) authorizing this Agreement and the State of California at or about the Closing Datetransactions contemplated hereunder; (iv) Secretary's certificate duly executed by Sugarmade's secretary attaching and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate The Registration Rights Agreement signed by all of the executive officers of Sugarmade dated at or about the Closing Date;Seller; and (v) An officer's certificate duly executed The Escrow Agreement signed by Sugarmade's chief executive officer of Sugarmade to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; and (vi) Such other documents as DVOP may reasonably requestSeller. (c) The Sellers shall deliver the following documents: (i) to DVOP, duly executed assignments in the form attached hereto as Exhibit C and or Exhibit D effecting the immediate and unconditional sale, assignment and irrevocable transfer of Sugarmade Shares and Sugarmade Warrants to DVOP, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; (ii) to Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Shares; (iii) for the Sellers which are investors in the Capital Raise referenced in Section 6.9, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the Closing, in the form presented to the Seller by the escrow agent; and (iv) to Sugarmade, as agent for DVOP, all agreements issued in respect of the Sugarmade Warrants.

Transactions at Closing. At the Closing, each of the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents deliveredoccur: (a) DVOP Seller's Deliveries. At the Closing, Seller shall deliver to Sugarmade, as agent for SellersPurchaser, the following documentsfollowing: (i) Validly executed stock all certificates corresponding representing the Cayman Companies Shares, duly endorsed for transfer or accompanied by instruments of transfer, in form and substance reasonably satisfactory to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule IPurchaser and its counsel; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name certificate of the Sellers Chief Executive Officer of Seller described in the amounts Sections 6.1 and on the terms set forth 6.2, in Schedule IIform and substance reasonably satisfactory to Purchaser and its counsel; (iii) A duly executed Share Cancellation Agreement copies of the consents approvals orders, authorizations, registrations, declarations or filings described on Exhibit 3.5, in the form attached hereto as Exhibit Aand substance reasonably satisfactory to Purchaser and its counsel; (iv) A resignation and release agreementa certificate of good standing for Seller, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOPmost recent practicable date, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware; (v) certified copies of resolutions of the stockholders or board of directors of Seller, dated at as required by law or about their respective articles of incorporation or bylaws in each case, approving the Closing Datetransactions set forth in this Agreement, in form and substance reasonably satisfactory to Purchaser and its counsel; (vi) certificates of incumbency for the effect that DVOP is officers of Seller executing this Agreement and the agreements hereunder, in good standing under the laws of said stateform and substance reasonably satisfactory to Purchaser and its counsel; (vii) Certified copy copies of the Certificate register of Incorporation of DVOP, ownership as certified by the Secretary of State of the State of Delaware at most recent practicable date before Closing and resignation letters or about the Closing Dateother letters or documents as required by Purchaser referred to in Section 6.6; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all copies of the executive officers of DVOP dated at or about the Closing Datelegal opinions referred to in Sections 6.8, 6.9, 6.10 and 6.11; (ix) An officer's certificate duly executed by DVOP's chief executive officer to copy of a document whereby the effect that the conditions set forth in Section 7.1(a) below have been satisfiedSeller waives, dated as releases and discharges each of the date Companies from any inter-company Indebtedness that may be outstanding on the Closing Date, including but not limited to, the deferred purchase price of any Asset, payment made by the Seller to third parties under non-competition agreements that benefits any of the Closing;Companies and payments made by the Seller as part of the purchase price of any Business, Assets, shares or equity rights that at the Closing Date owned by any of the Companies; and (x) All corporate books and records of DVOP; and (xi) A registration rights agreement for the investors in the Capital Raise referenced in Section 6.9, in the form attached hereto as Exhibit E; (xii) Such such other documents and instruments as Sugarmade may reasonably request. (b) Sugarmade shall deliver, or cause to be delivered, to DVOP the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of Sugarmade Shares being transferred by the Sellers, issued in the name of DVOP and shall register the shares in the name of DVOP in the stockholders register of Sugarmade. (ii) Certificate of good standing from the Secretary of State evidence of the State performance of Californiaall covenants and satisfaction of all conditions required of Seller by this Agreement, dated at or about the Closing Date, prior to the effect that Sugarmade is in good standing under the laws of said state; (iii) Certified copy of the Articles of Incorporation of Sugarmade, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iv) Secretary's certificate duly executed by Sugarmade's secretary attaching and attesting to the accuracy of: (A) the bylaws of Sugarmade, (B) the resolutions of Sugarmade's board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Sugarmade dated at or about the Closing Date; (v) An officer's certificate duly executed by Sugarmade's chief executive officer of Sugarmade to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; and (vi) Such other documents as DVOP may reasonably request. (c) The Sellers shall deliver the following documents: (i) to DVOP, duly executed assignments in the form attached hereto as Exhibit C and or Exhibit D effecting the immediate and unconditional sale, assignment and irrevocable transfer of Sugarmade Shares and Sugarmade Warrants to DVOP, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; (ii) to Sugarmade, as agent for DVOP, all share certificates in respect of Sugarmade Shares; (iii) for the Sellers which are investors in the Capital Raise referenced in Section 6.9, the Sellers shall deliver to the escrow agent an executed authorization to release funds and proceed with the Closing, in the form presented to the Seller by the escrow agent; and (iv) to Sugarmade, as agent for DVOP, all agreements issued in respect of the Sugarmade WarrantsPurchaser or its counsel may reasonably require.