definiens: within the meaning of Codesection 897(c);(iv)a properly completed and executed certiﬁcate satisfying Treasury Regulation section 1.897 - 2(h ) and1.1445 - 2(c ), certifying that Purchased Shares are not interests in within the meaning of Codesection 897(c);(v)a certiﬁcate in the form of Exhibit F attached hereto dated the Closing Date and signed by a dulyappointed oﬃcer of the Company on behalf of the Company and a duly appointed oﬃcer of the Seller on behalf of the Sellerconfirming the foregoing matters in Section 5B(a ) and Section 5B(b ), as applicable;(vi)a certiﬁcated copy of the certiﬁcate of formation of the Company, from the Secretary of State of theState of Delaware, and a certiﬁcate of good standing of the Company and each of its Subsidiaries, dated within ten ( 10 ) BusinessDays prior to the Closing Date;12(vii)a certiﬁed copy of the certiﬁcate of incorporation of the Blocker, certiﬁed by the Secretary of State of theState of Delaware, and a certiﬁcate of good standing of the Blocker from the Secretary of State of the State of Delaware, each datedwithin ten ( 10 ) Business Days prior to the Closing Date;(viii)certiﬁcates representing the Purchased Shares, endorsed in blank ( or accompanied by stock powers inform and substance reasonably satisfactory to Buyer executed in blank ) and otherwise in proper form for transfer;(ix)evidence of payment of all Funded Indebtedness ( including customary payoﬀ letters with respectthereto ) and releases of all Liens ( other than Permitted Encumbrances ) on the assets of the Seller and the Company and itsSubsidiaries, including the termination of all security interests with respect to the assets of the Seller and the Company and itsSubsidiaries related thereto, in each case in a form reasonably acceptable to the Evolent Entities or containing authorization forBuyer to file termination statements related to Funded Indebtedness;(x)a certiﬁcate of the secretary of the Company ( or comparable oﬃcer ) ( x ) certifying, as complete andaccurate as of the Closing, attached copies of the limited liability company agreement of the Company, ( y ) certifying and attaching allrequisite resolutions or actions of the Company ’s board of directors approving this Agreement and consummation of the transactionscontemplated hereby, including the Merger and ( z ) certifying to the incumbency of the oﬃcers of the Company executing thisAgreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby;(xi)a certiﬁcate of the secretary of the Seller ( or comparable oﬃcer ) ( x ) certifying, as complete and accurateas of the Closing, attached copies of the bylaws of the Blocker, ( y ) certifying and attaching all requisite resolutions or actions of theSeller ’s general partner approving this Agreement and consummation of the transactions contemplated hereby, including thePurchase and ( z ) certifying to the incumbency of the oﬃcers of the Seller executing this Agreement and any other documents beingexecuted in connection with the consummation of the transactions contemplated hereby;(xii)the Escrow Agreement, duly executed by the Representative;(xiii)resignations of each of the members of the board of directors of Blocker and the Company and itsSubsidiaries in their capacity as such, duly executed by such individuals;(xiv)evidence of the termination of each agreement set forth on Schedule 5B(xiv ) in a form reasonablyacceptable to the Evolent Entities;(xv)an Accredited Investor Questionnaire in the form attached hereto as Exhibit G, duly executed by VitalSplitter and the Seller;(xvi)a Letter of Transmittal duly executed and completed by Vital Splitter;(xvii)evidence that the Vital Decisions Employee 401 K plan has been terminated;(xviii)evidence, reasonably satisfactory to Buyer, that the Reorganization has occurred and is effective;13(xix)evidence of the Company ’s purchase of a insurance policy substantially comparable to VitalDecisions, LLC ’s current policies of cyber insurance coverage for the Company and its Subsidiaries for a period of six ( 6 ) years afterthe Closing Date ; and(xx)such other documents and agreements required hereby to be delivered by the Company, the Sellerand / or the Unitholders in connection with this Agreement and the transactions contemplated hereby at or prior to the Closing