DATE;
(VI)
ALL OF
THE ORIGINAL BUSINESS AND CORPORATE RECORDS OF THE COMPANY, INCLUDING, BUT NOT
LIMITED TO, CORRESPONDENCE (INCLUDING CORRESPONDENCE WITH FINRA, THE SEC, STATE
SECURITIES REGULATORS, BLUE SKY FILINGS AND ALL OTHER REGULATORY AND
GOVERNMENTAL ENTITIES) FILES, BANK STATEMENTS, THE CERTIFICATE OF INCORPORATION
(FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON FEBRUARY 21,
2012, WHICH CERTIFICATE OF INCORPORATION HAVE NOT BEEN AMENDED) AND THE BY-LAWS
(WHICH HAVE NOT BEEN AMENDED) OF THE COMPANY, CHECKBOOKS, SAVINGS ACCOUNT BOOKS,
MINUTES OF SHAREHOLDER AND DIRECTORS MEETINGS OR WRITTEN CONSENTS, FINANCIAL
STATEMENTS, SHAREHOLDER LISTINGS, STOCK TRANSFER RECORDS, AGREEMENTS AND
CONTRACTS THAT EXIST AND SUCH OTHER DOCUMENTS AS THE PURCHASER SHALL REASONABLY
REQUEST;
(VII)
CORRESPONDENCE RELATING TO LISTING OF THE COMPANY'S COMMON STOCK ON THE OTC
PINK;
(VIII)
ALL
CORRESPONDENCE AND DOCUMENTS WITH AND BETWEEN THE COMPANY AND ITS AUDITORS;
(IX)
CERTIFICATE OF GOOD STANDING FROM THE SECRETARY OF STATE OF DELAWARE DATED
WITHIN FIVE (5) BUSINESS DAYS OF THE CLOSING DATE;
(X)
CURRENT CERTIFIED SHAREHOLDER LIST FROM THE COMPANY'S TRANSFER AGENT;
(XI)
THE
COMPANY'S EDGAR FILING CODES;
(XII)
ALL
OTHER BOOKS AND RECORDS OF THE COMPANY, INCLUDING BANK STATEMENTS, BANK RECORDS
AND DTC REPORTS; AND
such other documents of the Company as may be reasonably required by Purchasers
which shall not cause the Sellers unreasonable hardship;
7
4.02
CONDITIONS OF SELLERS' AND THE COMPANY'S OBLIGATIONS AT CLOSING.
THE OBLIGATION OF THE SELLERS AND THE COMPANY TO COMPLETE THE ACQUISITION AND
SELL THE SHARES TO THE PURCHASERS IS SUBJECT TO THE FULFILLMENT AS OF THE
CLOSING DATE OF THE FOLLOWING CONDITIONS, TO SELLER'S SATISFACTION OR WAIVER IN
THEIR SOLE AND ABSOLUTE DISCRETION:
(A)
REPRESENTATIONS, WARRANTIES; OBLIGATIONS.
EACH OF THE
PURCHASERS' REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE
TRUE, COMPLETE AND CORRECT AT AND AS OF THE CLOSING DATE (BOTH IMMEDIATELY PRIOR
TO AND IMMEDIATELY AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS) AND THE PURCHASERS SHALL HAVE
DULY PERFORMED AND COMPLIED WITH ALL COVENANTS AND OBLIGATIONS REQUIRED BY THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS TO BE PERFORMED OR COMPLIED WITH BY
IT ON OR BEFORE THE CLOSING DATE.
(B)
ABSENCE OF LITIGATION.
NO ACTION OR PROCEEDING SHALL BE PENDING
OR ONGOING BY OR BEFORE ANY COURT OR OTHER GOVERNMENTAL OR ADMINISTRATIVE BODY
OR AGENCY SEEKING TO RESTRAIN, ENJOIN, PROHIBIT OR INVALIDATE ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
(C)
PURCHASERS' CLOSING DELIVERIES.
PURCHASERS SHALL HAVE DELIVERED
TO SELLERS ALL OF THE FOLLOWING DOCUMENTS AND INSTRUMENTS:
(I)
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH THE PURCHASERS ARE A
PARTY, DULY EXECUTED BY THE PURCHASERS; AND
(II)
THE
PURCHASE PRICE.
4.03
POST-CLOSING COVENANTS.
(A)
FILINGS WITH GOVERNMENT AGENCIES.
NO LATER THAN THE LAST DAY
REQUIRED BY SEC RULES AND REGULATIONS FROM THE CLOSING DATE, THE PURCHASERS
SHALL FILE THE CURRENT REPORT ON FORM 8-K WITH THE SEC, DISCLOSING THE
ACQUISITION, THE CHANGE OF CONTROL OF THE COMPANY AND SUCH OTHER ITEMS REQUIRED
TO