Common use of Purchase of Stock Clause in Contracts

Purchase of Stock. After the date of this Agreement, the Company shall purchase from Seller, shares of Seller Stock as follows: (a) At the end of the last Trading Day (as defined below) of each calendar week hereafter until the termination of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Purchase Plan, (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”). (b) Upon receipt of the Report, the Company shall promptly provide notice (and in no event no later than the end of the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, (ii) the number of shares of Seller Stock which the Company will purchase from Seller, and (iii) the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock to be purchased by the Company shall be equal to equal to the product of 0.4085 times the number of shares of Common Stock purchased by the Broker as reflected in the Report (rounded up to the nearest whole share). The purchase of the Seller Stock shall occur on the first Trading Day following the date of the Report.

Purchase of Stock. After the date of this Agreement, the Company shall purchase from Seller, shares of Seller Stock as follows: (a) At Beginning on the date of this Agreement, and at the end of the last Trading Day (as defined below) of each calendar week hereafter until the termination of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Program (or any Purchase PlanPlan thereunder), (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”); provided, that with respect to the first purchase pursuant to this Agreement, such Report shall provide the aforesaid information for shares of Common Stock purchased during the calendar week ending with the date of this Agreement. (b) Upon receipt of the Report, the Company shall promptly provide notice (and in no event no later than the end of the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, (ii) the number of shares of Seller Stock which the Company will purchase from Seller, and (iii) the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock to be purchased by the Company shall be equal to equal to the product of 0.4085 0.4286 times the number of shares of Common Stock purchased by the Broker as reflected in the Report (rounded up to the nearest whole share). The purchase of the Seller Stock shall occur on the first Trading Day following the date of the Report.

Purchase of Stock. After the date of this Agreement, the Company shall purchase from Seller, shares of Seller Stock as follows: (a) At the end of the last Trading Day (as defined below) of each calendar week hereafter until during the termination term of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Purchase Plan, (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”); provided, that with respect to the first purchase pursuant to this Agreement, such Report shall provide the aforesaid information for shares of Common Stock purchased during the entire calendar week in which this Agreement is executed, including information relating to the portion of such calendar week preceding the date of this Agreement. (b) Upon receipt of the Report, the Company shall promptly provide notice (and in no event no later than the end of the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, (ii) the number of shares of Seller Stock which the Company will purchase from Seller, and (iii) the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock to be purchased by the Company shall be equal to equal to the product of 0.4085 0.4105 times the number of shares of Common Stock purchased by the Broker as reflected in the Report (rounded up to the nearest whole share). The purchase of the Seller Stock shall occur on the first Trading Day following the date of the Report.

Purchase of Stock. After the date of this Agreement, the Company shall purchase from Seller, shares of Seller Stock as follows: (a) At the end of the last Trading Day (as defined below) of each calendar week hereafter until during the termination term of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Purchase Plan, (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”); provided, that with respect to the first purchase pursuant to this Agreement, such Report shall provide the aforesaid information for shares of Common Stock purchased during the entire calendar week in which this Agreement is executed, including information relating to the portion of such calendar week preceding the date of this Agreement. (b) Upon receipt of the Report, the Company shall promptly provide notice (and in no event no later than the end of the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, (ii) the number of shares of Seller Stock which the Company will purchase from Seller, and (iii) the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock to be purchased by the Company shall be equal to equal to the product of 0.4085 0.4066 times the number of shares of Common Stock purchased by the Broker as reflected in the Report (rounded up to the nearest whole share). The purchase of the Seller Stock shall occur on the first Trading Day following the date of the Report.

Purchase of Stock. After (a) Subject to the date of this Agreementterms and conditions hereof, on the Company shall Closing Date (as defined below), Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of the issued and outstanding shares of Seller Stock as follows: (a) At the end common stock, $1.00 par value, of the last Trading Day (as defined below) of each calendar week hereafter until the termination of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Purchase Plan, (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”"SHARES"). (b) Upon receipt The aggregate purchase price for the Shares shall be the sum of subparagraphs (i), (ii), (iii) and (iv) below (the Report"PURCHASE PRICE"), subject to adjustment pursuant to Section 1.2 below. The Purchase Price shall be payable at the Company Closing, or as provided below, and shall promptly provide notice consist of: (and i) $28,000,000.00 (the "CASH AMOUNT") in no event cash. The Cash Amount shall be paid to the Seller at the Closing in immediately available funds by confirmed wire transfer to a bank account to be designated by the Seller (such designation to occur no later than the end of second Business Day prior to the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, Closing Date). (ii) The convertible promissory note of the number Buyer in the amount of shares $5,000,000 and Registration Rights Agreement substantially in the form of Seller Stock which EXHIBIT B attached hereto(collectively, the Company will purchase from Seller, and "NOTE"). (iii) The conveyance on or before Closing to Seller of $7,000,000 of the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock Company's accounts receivable, such accounts receivable to be purchased by regular trade accounts anticipated to be collected within their terms on a thirty (30) day basis but not to include any contract retainage of long term contracts, such accounts receivable and any other accounts receivable of the Company to be collected by Seller with any proceeds over and above the $7,000,000 to be paid to the Company upon collection; provided however, that if the Seller does not receive cash payments from all accounts receivable of the Company of at least $7,000,000 within thirty (30) days of the Closing, the Buyer shall be equal pay any such shortfall to Seller in cash and Seller shall convey to the Company any then unpaid accounts receivable. (iv) An amount equal to the product of 0.4085 times the number of shares of Common Stock purchased $4,000,000 multiplied by the Broker quotient of (x) the amount by which EBITDA of the Company for the Earn Out Period exceeds $3,000,000 up to and including $6,500,000 as reflected the numerator divided by (y) $3,500,000, such amount to be calculated by the Buyer and to be paid to the Seller on the thirtieth (30th) day following the end of the Earn Out Period. If Seller objects to the calculation of the Earn Out, it shall notify Buyer within twenty (20) days following receipt thereof, setting forth in specific detail the basis for its objection and its proposal for any adjustments to the Earn Out. Buyer and Seller shall undertake in good faith to reach agreement as to any such proposed adjustment or that no such adjustment is necessary. If agreement is reached as to all proposed further adjustments, the parties shall make such adjustments and the Earn Out shall be based thereon. If Buyer and Seller are unable to reach agreement within thirty (30) days, then such "Big 6" accounting firm as agreed upon by Buyer and Seller (the "THIRD PARTY ACCOUNTING FIRM") shall be engaged to review the proposed adjustments as to which agreement has not been reached and shall make a determination as to the resolution of the proposed adjustments to cause the Earn Out to have been properly calculated in accordance with the provisions of this Agreement. All such resolutions shall relate only to such matters as are still in dispute and were properly included in the Report notice of Seller's objection and represent either agreement with the position taken by Seller or by Buyer or a compromise between such positions. The determination of the Third Party Accounting Firm shall be final, conclusive and binding upon Buyer and Seller. Thereafter, not later than ten (rounded up 10) days following a determination of adjustments by the Third Party Accounting Firm, Buyer shall pay to Seller an amount in cash equal to the nearest whole share)additional Earn Out, if any, as determined by the Third Party Accounting Firm. The purchase Buyer and Seller shall share equally the costs of the Seller Stock shall occur on the first Trading Day following the date of the ReportThird Party Accounting Firm under this Section 1.1(b)(iv).

Purchase of Stock. After the date of this Agreement, the Company shall purchase from Seller, shares of Seller Stock as follows: (a) At Beginning on the date of this Agreement, and at the end of the last Trading Day (as defined below) of each calendar week hereafter until the termination of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Program (or any Purchase PlanPlan thereunder), (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”); provided, that with respect to the first purchase pursuant to this Agreement, such Report shall provide the aforesaid information for shares of Common Stock purchased during the calendar week ending with the date of this Agreement. (b) Upon receipt of the Report, the Company shall promptly provide notice (and in no event no later than the end of the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, (ii) the number of shares of Seller Stock which the Company will purchase from Seller, and (iiiii) the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock to be purchased by the Company shall be equal to equal to the product one-half of 0.4085 times the number of shares of Common Stock purchased by the Broker as reflected in the Report (rounded up to the nearest whole share)Report. The purchase of the Seller Stock shall occur on the first Trading Day following the date of the Report.