Common use of The Closing Transactions Clause in Contracts

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IV.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each the Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Closing Cash Consideration by wire transfer of immediately available funds to the account(s) designated by the SellersSeller at least two (2) Business Days prior to the Closing Date; (b) the Company Purchaser shall redeem or cause deposit $15,500,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth of an escrow agreement (the “Escrow Agreement”) by and among the Purchaser, the Seller and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”), substantially in the Company Bylawsform of Exhibit C attached hereto, to be distributed in accordance with the terms of this Agreement and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesEscrow Agreement; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Indebtedness Schedule Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser Seller shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (Purchaser unit certificates representing all of the “Purchase Price Adjustment Escrow Account”) established pursuant Units, free and clear of all Liens, which certificates shall be endorsed to the terms of the Escrow AgreementPurchaser or accompanied by security powers duly executed in blank; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IVIII hereof; and (f) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Seller.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (ai) the Seller shall deliver to the Purchaser all of the stock certificates evidencing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers or other forms of assignment and transfer; (ii) the Purchaser shall deliver or cause to be delivered to each the Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Price (less the Indemnity Escrow Amount and the Seller Holdback Amount) by wire transfer of immediately available funds to the account(s) designated by the SellersSeller (which account(s) shall be designated by the Seller to the Purchaser in writing at least two business days before the Closing Date); (biii) the Company shall redeem or cause deliver to be redeemed the Non-Voting MRPS Shares consistent with Purchaser appropriate payoff letters from the terms and conditions holders of Indebtedness set forth in on the Company Bylaws, Indebtedness Payoff Schedule and shall make arrangements reasonably satisfactory to the Purchaser shall pay, or cause for such holders of such Indebtedness set forth on the Indebtedness Payoff Schedule to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds deliver all related Lien releases to the account(s) designated by Purchaser as soon as practicable after the holder of such Non-Voting MRPS SharesClosing; (civ) the Purchaser shall shall, in accordance with the payoff letters, repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all the Indebtedness identified set forth on the Indebtedness Schedule Payoff Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (dv) the Purchaser shall deliver the Purchase Price Adjustment Indemnity Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(sEscrow Agent; (vi) designated the Purchaser shall deliver the Seller Holdback Amount by such Subsidiarieswire transfer of immediately available funds to the Seller; and (gvii) the Purchaser, the Company Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Faraday shall deliver to the Company all stock certificates representing the shares of ISI Common Stock, duly endorsed in blank or cause with duly executed assignments separate from certificate attached, in proper form for transfer, free and clear of all Encumbrances (other than those arising under the Organizational Documents of ISI); (b) ISH shall deliver to the Company all stock certificates representing the shares of ILG Common Stock, duly endorsed in blank or with duly executed assignments separate from certificate attached, in proper form for transfer, free and clear of all Encumbrances (other than those arising under the Organizational Documents of ILG); (c) The Company will issue 529,999 Class A Units to Faraday and 470,000 Class A Units to ISH, which issuances shall be evidenced by the Second Amended and Restated LLC Agreement; (d) The Company shall repay, on behalf of ISI, all amounts required to be paid under the payoff letters delivered pursuant to each Seller such Seller’s Allocation Percentage of Section 3.03(e)(iv) in order to fully discharge the Estimated Purchase PriceIndebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the account(s) accounts designated by the Sellers;in such payoff letters; and (be) At or prior to the Company Closing, Faraday shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall paydeliver, or cause to be paiddelivered, on behalf to ISH: (i) a good standing certificate of ISI and each of its Subsidiaries, issued by the Companyjurisdiction in which such entity was formed, the Non-Voting MRPS Redemption Amountin each case, by wire transfer of immediately available funds dated within five (5) days prior to the account(sClosing Date, which shall indicate that each such Person is in good standing (or similar status) designated by the holder of in such Non-Voting MRPS Sharesjurisdiction; (cii) a certificate, duly executed by the Secretary of ISI and dated as of the Closing Date, certifying to (A) a true, correct and complete copy of the certificate of incorporation (or equivalent) of ISI and each of its Subsidiaries, together with all amendments thereto, (B) a true, correct and complete copy of the bylaws (or equivalent) of ISI and each of its Subsidiaries, together with all amendments thereto, and (C) the Purchaser resolutions of the board of directors of ISI authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) written evidence of the termination of the agreements by and between or among Faraday and ISI or any of its Subsidiaries as set forth on Section 3.03(e)(iii) of the Disclosure Schedule, in each case, in form and substance satisfactory to ISH and without any remaining liability of any kind (other than monetary payment reflected as Expenses, if any) on the part ISI or any of its Subsidiaries as a result of or in connection with such agreements; (iv) not less than three (3) Business Days prior to the Closing Date, payoff letters from each holder of Indebtedness of ISI or its Subsidiaries listed on Section 3.03(e)(iv) of the Disclosure Schedule, in form and substance reasonably acceptable to ISH, and unfiled copies of releases of all related Encumbrances on the shares of ISI Common Stock and assets of ISI and its Subsidiaries, including all required UCC-3 termination statements or other evidences of lien releases satisfactory to ISH; (v) the Amended and Restated ▇▇▇▇▇▇▇▇▇▇ Management Services Agreement in substantially the form attached hereto as Exhibit D, duly executed by ▇▇▇▇▇▇▇▇▇▇ Management Holdings, LLC and Faraday; (vi) letters of resignation, effective as of the Closing, from each of the directors of ISI and its Subsidiaries in anticipation of the reconstitution of the boards of directors of such entities immediately following the Closing in accordance with Section 7.03(b) of the Second Amended and Restated LLC Agreement; and (vii) a certificate from ISI satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2) in form and substance reasonably satisfactory to ISH. (f) At or prior to the Closing, ISH shall repaydeliver, or cause to be repaiddelivered, on behalf to Faraday: (i) a good standing certificate of the Company ILG and each of its Subsidiaries, all amounts necessary to discharge fully issued by the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds jurisdiction in which such entity was formed, in each case, dated within five (5) days prior to the account(sClosing Date, which shall indicate that each such Person is in good standing (or similar status) designated by the holders of in such Indebtednessjurisdiction; (dii) a certificate, duly executed by the Secretary of ILG and dated as of the Closing Date, certifying to (A) a true, correct and complete copy of the certificate of incorporation (or equivalent) of ILG and each of its Subsidiaries, together with all amendments thereto, (B) a true, correct and complete copy of the bylaws (or equivalent) of ILG and each of its Subsidiaries, together with all amendments thereto, and (C) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms resolutions of the Escrow Agreementboard of directors of ILG authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (eiii) the Purchaser shall pay, on behalf written evidence of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) termination of the Purchaser shall deliver to the agreements by and between or among ISH and ILG or any of its Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on Section 3.03(f)(iii) of the Bonus Amount Disclosure Schedule, in each case, in form and substance satisfactory to Faraday and without any remaining liability of any kind (other than monetary payment reflected as Expenses, if any) on the part ILG or any of its Subsidiaries as a result of or in connection with such agreements; (iv) the Amended and Restated Platinum Management Services Agreement in substantially the form attached hereto as Exhibit E, duly executed by wire transfer The Gores Group, LLC, Platinum Equity Advisors, LLC and ISH; (v) letters of resignation, effective as of the Closing, from each of the directors of ILG and its Subsidiaries in anticipation of the reconstitution of the boards of directors of such entities immediately available funds to following the respective account(sClosing in accordance with Section 7.03(b) designated by such Subsidiariesof the Second Amended and Restated LLC Agreement; and (gvi) a certificate from ILG satisfying the Purchaser, the Company requirements of Treasury Regulations Section 1.1445-2(b)(2) in a form and the Sellers shall make such other deliveries as are required by Article IVsubstance reasonably satisfactory to Faraday.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) each Seller shall (i) deliver to the Purchaser all of the certificates (if any) evidencing the Purchased Securities owned by such Seller duly endorsed for transfer or accompanied by duly executed security transfer powers or other form of assignment and transfer, in blank or to the relevant redeeming entity or the Purchaser, all as reasonably acceptable to the Purchaser and (ii) in the case of any Seller who is a Warrantholder, surrender the Warrant held by such Seller for cancellation; provided, that in lieu of delivering certificates (if any) evidencing the Purchased Securities and/or such Warrant, such Seller may deliver a lost certificate or lost warrant affidavit representing such certificate or warrant which has been lost, stolen or destroyed and, if reasonably requested by the Purchaser, the execution and delivery by such Person of a customary indemnity agreement to provide indemnity against any claim that may be made against it with respect to such lost certificate or Warrant; (b) the Purchaser shall deliver deliver, or cause the Company to be delivered deliver in the case of the Merger Cash Recipients, to each Seller such Seller’s Allocation Percentage and each Merger Cash Recipient the aggregate portion of the Estimated Purchase Price, Total Equity Value to which such Seller or Merger Cash Recipient is entitled in accordance with the Total Equity Value Allocation Certificate by wire transfer of immediately available funds to the account(s) designated by the Sellers; Representative in writing not less than three (b3) Business Days prior to the Company Closing Date; provided, that the Purchaser shall redeem or cause be entitled to be redeemed engage a paying agent to effect any payments to the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company BylawsSellers under this Agreement, and the Purchaser Company and the Sellers shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Sharestake all actions reasonably required in connection therewith; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness listed on Schedule 1.05(c) (collectively, the “Funded Indebtedness”), pursuant to the Payoff Letters by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessClosing Indebtedness in the Payoff Letters, the funding for such repayment to be obtained first from the proceeds of Debt Financing and then, as necessary, from the proceeds of the Equity Financing; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount deliver, or shall cause to be delivered, to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) account designated by such Subsidiariesthe Escrow Agent in writing not less than three (3) Business Days prior to the Closing Date; (e) the Purchaser shall deliver, or shall cause to be delivered, to the Representative the Representative Expenses by wire transfer of immediately available funds to the account designated by the Representative in writing not less than three (3) Business Days prior to the Closing Date; (f) the Purchaser shall deliver, or shall cause to be delivered, to the applicable payees the Transaction Expenses that remain unpaid as of the Closing by wire transfer of immediately available funds to the accounts designated by the payees thereof in writing not less than three (3) Business Days prior to the Closing Date; andprovided, that the Transaction Expenses described in clauses (ii) and (vii) of the definition thereof shall be paid to the Company for processing through its payroll; (g) the Company shall deliver to the Purchaser evidence that all Liens on the Company’s assets securing Funded Indebtedness (in each case, other than Permitted Liens) shall be released upon the payment of the Funded Indebtedness or otherwise upon the Closing; and (h) the Purchaser, the Company each Trilogy Party and the Sellers each Seller shall make such other deliveries as are required from such party by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall will consummate the following transactions on at the Closing Date:in accordance with the payment instructions in a funds flow prepared by Seller and delivered to Purchaser at least two (2) Business Days prior to the Closing Date and agreed in good faith and executed by each of the parties hereto prior to the Closing (the "Funds Flow"). (a) the Purchaser shall deliver will repay, or cause to be delivered to each Seller such Seller’s Allocation Percentage repaid, on behalf of the Company or Seller, all amounts of Funded Indebtedness as set forth in the Estimated Purchase PriceClosing Statement and applicable Payoff Letters, such amounts to be paid by wire transfer of immediately available funds to in accordance with the account(s) designated by the Sellers;Funds Flow. (b) the Company shall redeem Purchaser will deposit, or cause to be redeemed deposited, the Non-Voting MRPS Shares consistent Adjustment Escrow Amount in the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the terms and conditions set forth in the Company Bylaws, and the Funds Flow. (c) Purchaser shall will pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Series C Redemption AmountPrice to the Series C Holders as set forth in the Estimated Closing Statement, such amount(s) to be paid by wire transfer of immediately available funds to in accordance with the account(s) designated by the holder of such Non-Voting MRPS Shares;Funds Flow. (cd) the Purchaser shall repaywill pay, or cause to be repaidpaid, on behalf of to Seller the Company and its SubsidiariesClosing Cash Proceeds as set forth in the Estimated Closing Statement, all amounts necessary such amount(s) to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule be paid by wire transfer of immediately available funds to in accordance with the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement;Funds Flow. (e) the Purchaser shall will pay, or cause to be paid, on behalf of the CompanyCompany or Seller, all Estimated Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on in the Bonus Amount ScheduleEstimated Closing Statement, including, for the avoidance of doubt, the termination fees payable to the SPAC or any other parties pursuant to the Termination Agreement and Business Combination Agreement, such amount(s) to be paid by wire transfer of immediately available funds to in accordance with the respective account(s) designated by such Subsidiaries; andFunds Flow. (gf) the Purchaser, the Company and the Sellers shall Seller will make such other deliveries as are required by Article IVVII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Company and Merger Sub shall cause a duly executed copy of the Certificate of ▇▇▇▇▇▇ to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger; (b) Parent shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PricePaying Agent an amount, by wire transfer of immediately available funds funds, equal to the account(s) designated aggregate Estimated Closing Proceeds payable to the Stockholders (for distribution by the SellersPaying Agent to each Stockholder in accordance with Section 2.7(b)); (bc) the Company Parent shall redeem deliver or cause to be redeemed delivered to the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption AmountSurviving Corporation an amount, by wire transfer of immediately available funds funds, equal to the account(s) designated by aggregate Estimated Closing Proceeds payable to the holder of such Nonvested In-Voting MRPS Sharesthe-Money Optionholders (for distribution to each vested In-the-Money Optionholders in accordance with the Spreadsheet via the Surviving Corporation’s payroll system); (cd) the Purchaser Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding then‑outstanding balance of all Indebtedness identified on set forth in Section 3.2(d) of the Indebtedness Disclosure Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) Parent shall deliver (i) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) and (ii) the Indemnity Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Indemnity Escrow Account”), in each case of (i) and (ii), established pursuant to the terms of the Escrow Agreement; (ef) Parent shall deliver, or cause to be delivered, the Purchaser Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Securityholder Representative; (g) Parent shall pay, or cause to be paid, on behalf of the Company, all Unpaid Transaction Expenses to each Person who is owed a portion thereof, provided that any amounts described in clauses (c), (d) and (g) of the definition of “Unpaid Transaction Expenses” payable to any current or former employee, independent contractor or consultant of the Company and its Subsidiaries shall be paid through Parent’s payroll system as soon as practicable following the Closing Date but in no event later than November 30, 2023; (fh) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the PurchaserParent, Merger Sub, the Company and the Sellers Securityholder Representative (on behalf of the Indemnifying Securityholders) shall make such other deliveries as are required by Article IV7.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall will consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or Company and Merger Sub will cause the Certificate of Merger to be delivered to each Seller such Seller’s Allocation Percentage executed and filed with the Secretary of State of the Estimated Purchase PriceState of Delaware; (b) Parent will deposit, by wire transfer of immediately available funds funds, into a custodial account established pursuant to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth of a paying agent agreement in a form to be mutually agreed upon among the Company BylawsRepresentative, Parent and the Purchaser Paying Agent (the “Paying Agent Agreement”), an amount equal to (i) the Class A Merger Consideration, plus (ii) the Class B Unvested Merger Consideration, plus (iii) the Closing Residual Cash Consideration (as determined in accordance with Section 1.02), which amount shall pay, or cause to be paid, on behalf held by the Paying Agent for the benefit of the Company, Stockholders to make the Non-Voting MRPS Redemption Amount, payments contemplated by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesSection 1.03; (c) the Purchaser shall Company will deliver to Parent appropriate payoff letters and all related Lien releases with respect to the Indebtedness set forth on Schedule 2.01(c); (d) Parent will repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Indebtedness Schedule 2.01(c), by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall Parent will (i) pay, or cause to be paid, on behalf of the CompanyStockholders and the Company (as applicable), all the unpaid Transaction Expenses with respect to each Person who is owed which Parent has received a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) final invoice by wire transfer of immediately available funds as directed by the Representative, and (ii) will deposit the Company Payroll Taxes with the Company and will cause the Surviving Corporation to pay the Company Payroll Taxes through the Surviving Corporation’s payroll system to the respective account(s) designated by such Subsidiariesproper Governmental Body; and (gf) the PurchaserParent, the Company and the Sellers shall Representative will make such other deliveries as are required by Article IVIII hereof.

The Closing Transactions. Subject to At the terms and conditions set forth in this AgreementClosing, the parties hereto shall consummate the following transactions on (the “Closing Date:Transactions”): (a) the Purchaser Company and Merger Sub shall cause the Articles of Merger to be executed and filed with the Secretary of State of the Commonwealth of Virginia; (b) subject to delivery and receipt of a duly executed Letter of Transmittal as provided in clause (g) below, Buyer shall deliver or cause to be delivered to each Seller holder of Company Common Stock such Sellerholder’s Per Share Portion of the Preliminary Merger Consideration, less such holder’s Allocation Percentage of the Estimated Purchase PriceAdjustment Holdback Amount and the Indemnity Holdback Amount, in cash by wire transfer of immediately available funds to the account(s) a single account designated by the SellersRepresentative in writing at least three Business Days prior to the Closing Date; (bc) subject to delivery and receipt of a duly executed Letter of Transmittal as provided in clause (g) below, Buyer shall deliver to each Optionholder the Company shall redeem or cause amount (after applicable withholding Taxes) due to be redeemed such Optionholder for such Optionholder’s cancelled Options under Section 2.3, less such Optionholder’s Allocation Percentage of the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, Adjustment Holdback Amount and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Indemnity Holdback Amount, in cash by wire transfer of immediately available funds to the account(s) a single account designated by the holder of such Non-Voting MRPS SharesRepresentative in writing at least three Business Days prior to the Closing Date; (cd) subject to receipt of the Purchaser payoff letters contemplated by Section 10.1, Buyer shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Estimated Closing Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) account designated by the holders holder of such Indebtedness; (de) Buyer, the Purchaser Representative and the Company shall enter into an escrow agreement with the Escrow Agent effective as of the Closing Date which shall be substantially in the form attached hereto as Exhibit 3.2(e) (the “Escrow Agreement”); (f) Buyer shall deliver the Purchase Price Adjustment Escrow Holdback Amount and the Indemnity Holdback Amount to the Escrow Agent for deposit into an escrow account (which shall be held by the “Purchase Price Adjustment Escrow Account”) established Agent pursuant to the terms of the Escrow Agreement; (eg) the Purchaser Company shall deliver to Buyer one or more certificates, duly endorsed in blank or accompanied by duly executed stock powers, together with a duly executed Letter of Transmittal substantially in the form of Exhibit 3.2(g)(i) representing all of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time or affidavits of loss and indemnities as set forth in Section 2.5(c) in form and substance reasonably satisfactory to Buyer, and each Optionholder shall deliver a duly executed Letter of Transmittal substantially in the form of Exhibit 3.2(g)(ii) in respect of the options to purchase Company Common Stock held by such holder as of immediately prior to the Effective Time (each such Letter of Transmittal, a “Letter of Transmittal”); (h) Buyer shall pay, or cause to be paid, on behalf of the CompanyCompany and the Shareholders, all Estimated Closing Transaction Expenses to each Person who is owed a portion thereof; (fi) the Purchaser Company shall deliver to Buyer written letters of resignation, effective as of the Subsidiaries Effective Time, of each of the Bonus Amount (for distribution directors and officers of the Company requested by Buyer prior to the Subsidiaries Closing. For the avoidance of doubt, and notwithstanding anything contained herein to each respective employee who is owed a portion thereof as the contrary, the failure of any Shareholder to satisfy any of the deliveries set forth on in Section 3.2(g) shall not affect Buyer’s obligation to deliver to any other Shareholder such portion of the Bonus Final Merger Consideration (less such Shareholder’s Allocation Percentage of the Adjustment Holdback Amount Scheduleand the Indemnity Holdback Amount) by wire transfer to which such other Shareholder is entitled at Closing. If any Shareholder fails to satisfy any of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaserdeliveries set forth in Section 3.2(g), the Company payment of such Shareholder’s portion of the Final Merger Consideration (less such Shareholder’s Allocation Percentage of the Adjustment Holdback Amount and the Sellers Indemnity Holdback Amount) shall make be made after the Closing, promptly after Buyer’s receipt of such other deliveries as are required by Article IVShareholder’s deliveries.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:Date (the “Closing Transactions”): (a) the Seller shall deliver to the Purchaser (i) all certificates evidencing the Membership Interests duly endorsed for transfer or accompanied by duly executed forms of assignment and transfer, as applicable, and (ii) all books and records and other property of the Company and each of its Subsidiaries in the Seller’s possession or under the Seller’s control; (b) the Purchaser shall (i) deliver or cause to be delivered the Seller an amount in cash equal to each Seller such Seller’s Allocation Percentage of (x) the Estimated Purchase PriceCash Consideration, by wire transfer of immediately available funds to the account(s) designated by the Sellers; Seller (bwhich account(s) shall be designated by the Company shall redeem or cause Seller to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall payin writing at least three (3) Business Days before the Closing Date) and (ii) issue or transfer, or cause to be paidissued or transferred, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated Seller the number of Purchaser Shares issuable as the Stock Consideration pursuant to the terms hereof, which may be represented by one or more certificates at the holder of such Non-Voting MRPS SharesPurchaser’s election; (c) the Company shall deliver to the Purchaser payoff letters with respect to any Company Indebtedness set forth on Schedule 1.05(c) (the “Company Indebtedness Payoff Schedule”) outstanding as of the Closing (in each case, in a form reasonably satisfactory to the Purchaser), which, subject to Section 1.05(d), shall provide for the releases of any Liens (other than any Company Permitted Liens) related to the assets and properties of the Company and its Subsidiaries; (d) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all the Company Indebtedness identified set forth on an updated Company Indebtedness Payoff Schedule that shall be delivered by the Indebtedness Schedule Seller or the Company to the Purchaser at least three (3) Business Days prior to the Closing Date by wire transfer of immediately available funds to the account(s) designated by the holders of such Company Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser and the Seller shall pay, on behalf of the Company, all Transaction Expenses execute and deliver to each Person who is owed a portion thereofother the Shareholders Agreement in the form attached hereto as Exhibit A (the “Shareholders Agreement”); (f) the Purchaser shall use its reasonable best efforts to cause each director and officer of the Purchaser to execute and deliver to a Lock-up Agreement in the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof form attached hereto as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; andExhibit B; (g) the Seller shall deliver to the Purchaser at least ten (10) Business Days prior to the Closing Date such information concerning the Seller as the Purchaser, ’s registrar and transfer agent may reasonably request at least fifteen (15) Business Days prior to the Company Closing Date in order to issue or transfer the Purchaser Shares to the Seller; and (h) the Purchaser and the Sellers Seller or the Company, as applicable, shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Seller shall deliver to the Purchaser all of the certificates, if any, evidencing the Target Shares, accompanied by duly executed stock powers or other applicable forms of assignment and transfer; (b) the Purchaser shall deliver or cause to be delivered to each the account(s) designated by Seller such Seller’s Allocation Percentage of an amount equal to the Estimated Purchase PriceClosing Cash Proceeds, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Sharesfunds; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesAcquired Companies, all amounts (if any) necessary to discharge fully the then-outstanding then‑outstanding balance of all Indebtedness identified on in any payoff letter delivered in accordance with the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessCovenants Exception Schedule; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) and shall deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Indemnification Escrow Account”) with each such account being established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the CompanyAcquired Companies, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (gf) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) Seller shall deliver to Purchaser the certificate representing the Stock, duly endorsed in blank for transfer or accompanied by duly a executed stock powers; (b) Purchaser shall deliver pay, or cause to be delivered paid, to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Price by wire transfer of immediately available funds to the account(s) designated by the Sellers; Seller (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the which account(s) shall be designated by Seller to Purchaser in writing at least three (3) Business Days before the holder of such Non-Voting MRPS SharesClosing Date); (c) no fewer than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser the Payoff Letters; (d) Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Estimated Indebtedness identified on as set forth in the Indebtedness Schedule Payoff Letters, by wire transfer of immediately available 33067829.14 funds to the account(s) designated by the holders of such Indebtedness; (d) Estimated Indebtedness in the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow AgreementPayoff Letters; (e) the Purchaser shall pay, on behalf of or cause to be paid, the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Adjustment Escrow Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective Escrow Agent; (f) Purchaser shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Estimated Transaction Expenses and Botanist Transaction Expenses that were not included in the Botanist Cash Amount, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such SubsidiariesEstimated Transaction Expenses or Estimated Botanist Transaction Expenses are to be paid; provided, that any Estimated Transaction Expenses or Estimated Botanist Transaction Expenses treated as wages or other compensation for services to a current or former employee of the Company shall be paid to the Company, which shall pay such amounts, less applicable withholding Taxes, to the applicable recipient through its payroll system on the first payroll date following the Closing Date or, if later for a particular recipient, the first payroll date occurring after any release required to be signed by the recipient in connection with such payment becomes effective by its terms; and (g) the Purchaser, the Company Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IVARTICLE 2 thereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Sellers shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage Buyer all of the Estimated certificates, if any, evidencing the Seller Securities, duly endorsed for transfer or accompanied by duly executed security transfer powers or other form of assignment and transfer; (b) Buyer shall deliver to the Sellers the Purchase Price, Price (excluding the Escrow Amount and the amount required to repay Closing Indebtedness) in the following manner: (i) the cash portion shall be paid by wire transfer of immediately available funds to the account(s) designated by the Sellers; Sellers at least three (b3) business days prior to the Closing Date and (ii) the Company equity portion shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth paid in Buyer Units in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf form of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of certificates evidencing such Non-Voting MRPS SharesBuyer Units; (c) the Purchaser Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Closing Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessClosing Indebtedness at least three (3) business days prior to the Closing Date; (d) the Purchaser Buyer shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(sEscrow Agent; (e) designated by the Sellers shall deliver to Buyer evidence satisfactory to Buyer that all Liens on the Seller Securities and/or the Company’s assets securing Indebtedness (other than Permitted Liens) shall be released upon the payment of the Closing Indebtedness in full on terms and conditions reasonably acceptable to the Sellers, Buyer and the holders of such Subsidiaries; andLiens; (f) the Sellers shall have paid or assumed all of the Sellers’ Expenses as set forth in Section 11.02; (g) the Purchaser, the Company Buyer and the Sellers shall make such other deliveries as are required by Article IVIII hereof; and (h) the Investors shall repay the Investor Loans and the Company shall release the Investor Pledges.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Sellers shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage Buyer all of the Estimated certificates, if any, evidencing the Seller Securities, duly endorsed for transfer or accompanied by duly executed security transfer powers or other form of assignment and transfer; (b) Buyer shall deliver to the Sellers the Purchase Price, Price (excluding the Escrow Amount and the amount required to repay Closing Indebtedness) in the following manner: (i) the cash portion shall be paid by wire transfer of immediately available funds to the account(s) designated by the Sellers; Sellers at least three (b3) business days prior to the Closing Date and (ii) the Company equity portion shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth paid in Buyer Units in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf form of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of certificates evidencing such Non-Voting MRPS SharesBuyer Units; (c) the Purchaser Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Closing Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessClosing Indebtedness at least three (3) business days prior to the Closing Date; (d) the Purchaser Buyer shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(sEscrow Agent; (e) designated by the Sellers shall deliver to Buyer evidence satisfactory to Buyer that all Liens on the Seller Securities and/or the Company’s assets securing Indebtedness (other than Permitted Liens) shall be released upon the payment of the Closing Indebtedness in full on terms and conditions reasonably acceptable to the Sellers, Buyer and the holders of such SubsidiariesLiens; (f) the Sellers shall have paid or assumed all of the Sellers’ Expenses as set forth in Section 11.02; and (g) the Purchaser, the Company Buyer and the Sellers shall make such other deliveries as are required by Article IVIII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) The Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware. (b) Subject to Section 1.02(b), the Purchaser shall deliver deliver, or cause to be delivered delivered, to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PricePaying Agent the aggregate Closing Stock Payments, by wire transfer of immediately available funds to the account(s) account or accounts designated by the Sellers;Paying Agent. (bc) Subject to Section 1.02(b), the Purchaser shall, or shall cause the Merger Sub to, deliver to the Company shall redeem or cause the aggregate Closing Option Payments payable to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, Optionholders by wire transfer of immediately available funds to the account(s) an account designated by the holder Company to Purchaser at least two (2) Business Days prior to the Closing Date. On the Closing Date or as promptly as practicable following the Closing Date and, in any event, no later than the next scheduled payroll of such Non-Voting MRPS Shares;the Company and its Subsidiaries, the Company will pay to the Optionholders their respective Closing Option Payments. (cd) The Purchaser shall deposit, or cause to be deposited, $10,000,000 (such deposit, together with all interest and dividends accrued thereon, if any, the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among the Purchaser, the Representative and Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”), in substantially the form of Exhibit C. (e) The Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Indebtedness Schedule (which shall exclude, for avoidance of doubt, the Notes) by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;Indebtedness as set forth in lien release letters with respect to such Indebtedness delivered to the Purchaser on or prior to the Closing Date. (df) the The Purchaser shall deliver deposit, or cause to be deposited, with the Purchase Price Adjustment Escrow Amount to trustee under the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall payIndenture, on behalf of the Company, all Transaction Expenses funds sufficient to each Person who is owed a portion thereof;effectuate the satisfaction and discharge in full of the Company’s obligations under the Indenture contemplated in Section 6.07. (fg) the The Purchaser shall deliver deliver, or cause to be delivered, the Representative Holdback Amount to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Representative by wire transfer of immediately available funds to the respective account(s) account designated by such Subsidiaries; andthe Representative. (gh) The Purchaser shall pay, or cause to be paid, on behalf of the Stockholders, the Optionholders and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Company. (i) The Purchaser, the Merger Sub, the Company and the Sellers Representative shall make such other deliveries as are required by Article IVARTICLE III. (j) In accordance with the Paying Agent Agreement, the Paying Agent will act as the Representative’s agent in delivering to each Stockholder its respective Closing Stock Payment pursuant to Section 1.02, as well as any amounts owed pursuant to Section 1.07. At the Effective Time, the Paying Agent shall pay each Stockholder who has surrendered his, her or its shares of Common Stock pursuant to a duly executed and completed letter of transmittal, in substantially the form of Exhibit A (each, a “Letter of Transmittal”), the amount of Closing Stock Payment to which each such Stockholder is entitled under Section 1.02, and thereafter, as and when any Additional Merger Consideration is payable in accordance with the terms of this Agreement. The Stock Consideration payable to a Stockholder will be made via wire transfer of immediately available funds to an account designated in writing by such Stockholder in the Letter of Transmittal, to the extent permitted by the Letter of Transmittal. Any such surrendered certificate shall forthwith be canceled. Until so surrendered and exchanged, each such share of Common Stock, and each certificate representing such shares, shall from and after the Effective Time represent solely the right to receive the portion of the Merger Consideration into which it was converted pursuant to Section 1.02. Each such Stockholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement two (2) Business Days prior to the Effective Time will be paid his, her or its Closing Stock Payment on the same Business Day as the Effective Time, or as soon as possible thereafter. Each such Stockholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement after the Effective Time will be paid his, her or its Closing Stock Payment as soon as possible thereafter (but in any event no later than two (2) Business Days after such delivery thereof is made). Subject to subsection (l) below, none of the Surviving Corporation, the Representative, or, assuming the payment in full to the Paying Agent of the amounts pursuant to Section 2.02(b), the Purchaser will be liable to any Stockholder in respect of amounts payable by the Paying Agent pursuant to this Section 2.02(j). (k) Notwithstanding the foregoing, if any certificate representing any such share of Common Stock shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Person claiming such certificate to be lost, stolen or destroyed, the Purchaser shall issue, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares of Common Stock represented by such certificate, as contemplated by this ARTICLE I. (l) At any time that is more than one (1) year after the Effective Time, the Purchaser may cause the Paying Agent to pay over to the Surviving Corporation any portion of the Stock Consideration (including any earnings thereon) that had been delivered to the Paying Agent and that has not been disbursed to Stockholders as of such first anniversary (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving Corporation, all former Stockholders will be entitled to look only to the Surviving Corporation (subject to any applicable abandoned property, escheat and other similar Laws) as general creditors thereof with respect to the cash payable upon surrender of their shares of Common Stock pursuant to this Agreement, and the Paying Agent will have no further obligation under this Section 2.01 in its capacity as such. None of the Surviving Corporation, Purchaser, Merger Sub, the Representative or the Paying Agent will be liable to any Person in respect of amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) Seller shall deliver to Purchaser evidence satisfactory to Purchaser that either (i) Purchaser or its nominee(s) have been entered upon the books of Holdings as the sole holder of the Shares or (ii) Seller shall have appointed Purchaser as its attorney in fact to effectuate the transfer of Shares. (b) Purchaser shall deliver or cause to be delivered Seller an amount in cash equal to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Closing Payment Amount (less the Closing Share Consideration Amount) by wire transfer of immediately available funds to the account designated by Seller (which account(s) shall be designated to Purchaser in writing at least two Business Days before the Closing Date). (c) Purchaser shall cause to be issued to as to Seller the number of Purchaser Parent Common Shares equal to the Closing Share Consideration. (d) In accordance with payoff letters delivered to Purchaser by the Company, Purchaser shall pay, or cause to be paid, all amounts necessary to discharge fully the then outstanding balance (if any) of all of the Estimated Company Indebtedness, to the account(s) designated by the Sellers; holders of such Estimated Company Indebtedness (bwhich account(s) shall be designated to Purchaser in writing at least two Business Days before the Closing Date), following which the Company shall redeem or cause make arrangements reasonably satisfactory to be redeemed Purchaser for such holders of Company Indebtedness to deliver all related Lien releases to Purchaser as soon as practicable after the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Closing. (e) Purchaser shall pay, or cause to be paid, on behalf of the CompanyCompany and its Subsidiaries, the Non-Voting MRPS Redemption Amountportion of the Estimated Seller Expenses payable at Closing, by wire transfer of immediately available funds funds, in accordance with instructions delivered by Seller in writing three Business Days prior to Closing. (f) Seller shall deliver to Purchaser an assignment agreement in the form attached hereto as Exhibit E, duly executed by Seller and its Affiliates, evidencing the designation by Seller and its Affiliates of Holdings as their nominee entitled to exercise the Warrant Repurchase and including a form letter of transmittal to be provided to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf holders of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated Warrants setting forth deemed releases by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms Warrants in favor of the Escrow Agreement; (e) the Purchaser shall pay, on behalf each of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) Holdings and the Purchaser shall deliver to from any obligation or liability in respect of the Subsidiaries Warrants from and after the Bonus Amount (for distribution by consummation of the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; andWarrant Repurchase. (g) the Purchaser, the Company Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IVII hereof (other than the delivery of such items which have been duly waived).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Seller shall deliver to the Purchaser all of the certificates, if any, evidencing all of the Shares, accompanied by duly executed stock powers; (b) the Company shall cause all outstanding Options to be cancelled as of the Closing; (c) the Purchaser shall deliver or cause to be delivered (i) to each the Seller such an amount equal to the Seller’s Allocation Percentage Pro Rata Share of the Estimated Purchase PriceClosing Cash Proceeds, by wire transfer of immediately available funds to the account(s) designated by the Sellers; Seller; (bii) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause each Minority Holder an amount equal to be paid, on behalf such Minority Holder’s Pro Rata Share of the CompanyEstimated Closing Cash Proceeds, by wire transfer of immediately available funds to the Non-Voting MRPS Redemption Amountaccount(s) designated by each Minority Holder and (iii) to each In The Money Optionholder an amount equal to such In The Money Optionholder’s Pro Rata Share of the Estimated Closing Cash Proceeds minus the aggregate exercise price of the In The Money Options held by such In The Money Optionholder, by wire transfer of immediately available funds to the account(s) designated by the holder Seller (which, unless otherwise designated by the Seller in writing prior to the Closing, shall be paid to the payroll processing account of such Non-Voting MRPS Sharesthe Company and its Subsidiaries, from which the Company and its Subsidiaries shall distribute (and the Purchaser shall cause the Company and its Subsidiaries to distribute) to each In The Money Option Holder its applicable amount pursuant to this clause (iii) on the first normal payroll date following the Closing (and in any event within 15 days of the Closing)); (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ef) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate take, or cause to be taken, the following transactions on actions at the Closing DateClosing: (a) the Purchaser Seller shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage the Purchaser all of the Estimated Purchase Pricecertificates, if any, evidencing the Equity Interests of the Companies, accompanied by wire transfer duly executed stock powers or other applicable forms of immediately available funds to the account(s) designated by the Sellersassignment and transfer; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesAcquired Companies, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on the Indebtedness Schedule Credit Facility by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtednessthe Credit Facility, it being understood that no Transaction Expenses or any Indebtedness other than that existing under the Credit Facility shall be paid by any borrowings under the Credit Facility; (dc) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser Seller shall pay, on behalf of the CompanyAcquired Companies, all Transaction Expenses and the Indebtedness set forth on Schedule 2.03(c), to each Person who is owed a portion thereof; provided, however, that any payments that are compensatory in nature for Income Tax purposes shall be made through the payroll processing system of the Acquired Companies; (fd) the Seller shall deliver to the Purchaser each of the following: (i) a certificate signed by the Secretary or the Assistant Secretary of the Seller, dated as of the Closing Date, certifying as to (A) the Organizational Documents of Seller, each of the Companies and their respective Subsidiaries, (B) the resolutions adopted by the board of managers of the Seller authorizing the execution and delivery of this Agreement and the consummation of the Transactions and (C) the names and signatures of the officers of the Seller authorized to sign this Agreement; (ii) a non-foreign affidavit dated as of the Closing Date that complies with Treasury Regulation Section 1.1445-2(b)(2), certifying as to the Seller's non-foreign status; (iii) appropriate payoff letters from the holder of the Credit Facility; (iv) a copy of the Non-Solicitation Agreement, duly executed by the Seller; (v) a copy of the Consulting Termination Agreement, duly executed by the Sun Manager and the Seller; and (vi) resignations of each of the officers and directors of the Acquired Companies (but with respect to officers, only resignations of officers that are not employees of the Acquired Companies), in each case effective as of the Closing Date. (e) the Purchaser shall deliver have delivered to the Subsidiaries the Bonus Amount Seller: (for distribution i) a certificate signed by the Subsidiaries Secretary or the Assistant Secretary of the Purchaser certifying as to each respective employee who is owed a portion thereof as set forth on (i) the Bonus Amount Schedule) by wire transfer Organizational Documents of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, (ii) the Company resolutions adopted by the board of managers of the Purchaser authorizing the execution and delivery of this Agreement and consummation of the Sellers shall make such other deliveries as are required Transactions and (iii) the names and signatures of the officers of the Purchaser authorized to sign this Agreement; (ii) the Non-Solicitation Agreement, duly executed by Article IVthe Purchaser.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser shall deliver deliver, or cause to be delivered delivered, to each Seller such the Seller’s Allocation Percentage of , an amount equal to the Estimated Purchase PriceClosing Cash Proceeds, by wire transfer of immediately available funds to the account(s) designated by the SellersSeller; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall paydeliver, or cause to be paiddelivered, to the Seller (i) the Closing Stock Consideration in book-entry form on behalf the Purchaser’s transfer agent’s books and (ii) evidence of the Company, registration of the Non-Voting MRPS Redemption Amount, by wire Closing Stock Consideration in the Seller’s or its nominee’s name on the Purchaser’s transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Sharesagent’s books; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on Schedule 2.03(c) (the Indebtedness Schedule “Repaid Indebtedness”) by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; provided, that any Repaid Indebtedness payable to any current or former employee of the Company or any of its Subsidiaries shall be paid to the Company or its payroll agent for further payment to such applicable employee(s) through payroll, less applicable withholdings, as soon as reasonably practicable after the Closing Date in accordance with Section 8.06; (d) the Purchaser shall pay, or cause to be paid, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof in accordance with the Final Invoices; (e) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof;; and (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers parties hereto shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall will consummate the following transactions on the Closing Date: (a) the Purchaser shall Company and Merger Sub will cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger; (b) Parent will deliver or cause to be delivered to the Paying Agent an amount equal to the aggregate Estimated Closing Proceeds payable to the Stockholders (for distribution by the Paying Agent to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PriceStockholder in accordance with Article 2), by wire transfer of immediately available funds to the account(s) designated by the Sellersfunds; (bc) the Company shall redeem Parent will deliver or cause to be redeemed delivered to the NonSurviving Corporation an amount equal to the aggregate Estimated Closing Proceeds payable to the vested In-Voting MRPS Shares consistent The-Money Optionholders (for distribution by the Surviving Corporation to each vested In-The-Money Optionholder in accordance with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption AmountArticle 2), by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Sharesfunds; (cd) the Purchaser shall Parent will repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, (i) all amounts necessary to discharge fully the then-outstanding then‑outstanding balance of all Indebtedness identified on set forth in Section 3.2(d) of the Indebtedness Disclosure Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) the Purchaser shall Parent will deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ef) Parent will deliver the Purchaser shall Representative Expense Fund by wire transfer of immediately available funds to the account(s) designated by the Securityholder Representative; (g) Parent will pay, on behalf of the Company, all Unpaid Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (gh) the PurchaserParent, Merger Sub and the Company and (on behalf of itself and/or the Sellers shall Indemnifying Securityholders) will make such other deliveries as are required by Article IV7.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall will consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or Company and Merger Sub will cause the Certificate of Merger to be delivered to each Seller such Seller’s Allocation Percentage executed and filed with the Secretary of State of the Estimated Purchase PriceState of California; (b) Parent will deposit, by wire transfer of immediately available funds funds, into a custodial account established pursuant to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth of a paying agent agreement in a form to be mutually agreed upon among the Company BylawsRepresentative, Parent, and the Purchaser shall payPaying Agent (the “Paying Agent Agreement”), an amount equal to the aggregate Closing Cash Consideration payable pursuant to Section 1.04 in exchange for Company Shares and Section 1.05 and in exchange for cancellation of In-the-Money Options held by non-Employees; (c) Parent will pay to the Surviving Corporation or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amountits designated payroll service, by wire transfer of immediately available funds funds, an amount equal to the account(s) designated aggregate Closing Cash Consideration payable pursuant to Section 1.05 in exchange for cancellation of In-the-Money Options held by the holder of such Non-Voting MRPS SharesEmployees; (cd) Parent will deliver the Aggregate Escrow Amount to the Escrow Agent, in cash, to be deposited in an escrow fund maintained by the Escrow Agent (the Aggregate Escrow Amount, together with all interest and earnings thereon, the “Escrow Fund”); (e) the Purchaser shall Company will deliver to Parent appropriate payoff letters with respect to the Indebtedness set forth on Schedule 2.01(e) and Lien release letters for all Liens related thereto, documenting the release of such Liens effective upon the payment of such Indebtedness at Closing under Section 2.01(f); (f) Parent will repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Indebtedness Schedule 2.01(e), by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (dg) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount Parent will pay, or cause to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall paybe paid, on behalf of the Company, all the Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds as directed by the Company; (h) Parent will deliver the Representative Expense Amount, by wire transfer of immediately available funds, to the respective account(s) account designated by such Subsidiariesthe Representative; and (gi) the PurchaserParent, the Company and the Sellers shall Representative will make such other deliveries as are required by Article IVIII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (ai) the Seller shall deliver to the Purchaser (A) all of the stock certificates evidencing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or other forms of assignment and transfer and (B) all books and records and other property of the Company or any of its Subsidiaries in Seller’s possession or under Seller’s control; (ii) the Purchaser shall (A) deliver or cause to be delivered the Seller an amount in cash equal to each Seller such Seller’s Allocation Percentage of (x) the Estimated Cash Purchase Price, Price minus (y) the Working Capital Escrow Amount by wire transfer of immediately available funds to the account(s) designated by the Sellers; Seller (bwhich account(s) shall be designated by the Company shall redeem or cause Seller to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall payin writing at least two business days before the Closing Date) and (B) issue or transfer, or cause to be paidissued or transferred, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated Seller the number of Purchaser Shares payable as the Stock Consideration pursuant to the terms hereof, which may be represented by one or more certificates at the holder of such Non-Voting MRPS SharesPurchaser’s election; (ciii) the Company shall deliver to the Purchaser appropriate evidence of releases of any Liens (other than any Permitted Liens) related to the assets and properties of the Company and its Subsidiaries and payoff letters with respect to any Indebtedness set forth on the Indebtedness Payoff Schedule outstanding as of the Closing (in each case in a form reasonably satisfactory to the Purchaser); (iv) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all the Indebtedness identified (as set forth on the Indebtedness Payoff Schedule delivered by Seller or the Company to Purchaser at least two (2) Business Days prior to the Closing Date) by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (dv) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller, the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Seller Transaction Expenses, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such Seller Transaction Expenses are to be paid and delivered in writing by Seller or the Company to Purchaser at least two (2) Business Days prior to the Closing Date; (vi) the Purchaser shall deliver the Purchase Price Adjustment Working Capital Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(sEscrow Agent; (vii) designated by such Subsidiarieseach of the Seller and the Purchaser shall deliver, or cause to be delivered, a duly executed copy of the Registration Rights Agreement; and (gviii) the Purchaser, the Company Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PricePaying Agent the Closing Residual Cash Consideration (less the Special Vesting Class B Escrow Amount), as determined in accordance with Sections 1.02 and 1.04, by wire transfer of immediately available funds to the account(s) one or more accounts designated by the SellersPaying Agent to the Purchaser; (bc) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause deliver to be paid, the Representative (on behalf of each Unitholder) the Company, the Non-Voting MRPS Redemption Holdback Amount, by wire transfer of immediately available funds to the account(s) one or more accounts designated by the holder of such Non-Voting MRPS SharesRepresentative to the Purchaser; (cd) the Purchaser shall deposit (i) $5,000,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “ Escrow Agreement”), by and among the Purchaser, the Representative and W▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and (ii) $25,000,000 (the “Indemnity Escrow Amount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; (e) the Purchaser shall deposit the Special Vesting Class B Escrow Amount into an escrow account established pursuant to the terms and conditions of the Escrow Agreement; (f) the Company shall deliver to the Purchaser payoff letters, which shall be reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on the Indebtedness Payoff Schedule, and shall make arrangements reasonably satisfactory to the Purchaser for each such holder of Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing; (g) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary required to be paid under the payoff letters delivered pursuant to Section 2.02(f) in order to fully discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule owed to the Persons thereunder, by wire transfer of immediately available funds to the account(s) accounts designated by the holders of in such Indebtednesspayoff letters; (dh) the Purchaser shall deliver Purchaser, the Purchase Price Adjustment Escrow Amount to Company and the Escrow Agent for deposit into an escrow account Representative (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms on behalf of the Escrow AgreementUnitholders) shall make such other deliveries as are required by Article 3 hereof; (ei) the Purchaser shall pay, on behalf of the CompanyUnitholders and the Company and its Subsidiaries (as applicable), all the Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Expenses, by wire transfer of immediately available funds to the respective account(s) accounts designated by such Subsidiarieson the Transaction Expenses Schedule; and (gj) either (i) the PurchaserCompany shall deliver to the Purchaser a certificate, duly completed and executed pursuant to Section 1.1445-11T(d)(2) of the Treasury Regulations, certifying that fifty percent or more of the value of the gross assets of the Company does not consist of United States real property interests, or that ninety percent or more of the value of the gross assets of the Company does not consist of United States real property interests plus cash or cash equivalents, or (ii) each Unitholder shall deliver to Purchaser a non-foreign affidavit dated as of the Closing Date in form and the Sellers shall make such other deliveries substance as are required by Article IVthe Treasury Regulations issued pursuant to Code Section 1445 stating that such Unitholder is not a “foreign person” as defined in Code Section 1445.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage the Paying Agent (for the benefit of the Estimated Purchase PriceStockholders), the Closing Stock Merger Consideration by wire transfer of immediately available funds to the account(s) account or accounts designated by the SellersPaying Agent; (b) following receipt by the Paying Agent of such Closing Stock Merger Consideration pursuant to Section 3.02(a), the Company and the Merger Sub shall redeem or cause the Certificate of Merger to be redeemed the Non-Voting MRPS Shares consistent executed, acknowledged and filed with the terms Secretary of State of the State of Delaware; (c) upon the receipt by the Paying Agent of any Letter of Transmittal, duly completed and conditions set forth validly executed in accordance with the Company Bylawsinstructions thereto, and the Purchaser Paying Agent shall pay, or cause pay to be paidthe Stockholder who submitted such Letter of Transmittal an amount equal to the portion of the Closing Stock Merger Consideration to which such Stockholder is entitled pursuant to Section 1.02; (d) the Purchaser, on behalf of the CompanySurviving Corporation, shall deliver to each Optionholder such holder’s portion of the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(sClosing Option Merger Consideration (as determined in accordance with Section 1.05(a)) designated by the holder of such Non-Voting MRPS Sharesin accordance with Section 1.05(a); (ce) the Purchaser shall deposit $5,000,000 (the “Working Capital Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among the Purchaser, the Stockholder Representative and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit E attached hereto; (f) the Purchaser shall deposit $35,000,000 (the “Indemnity Escrow Amount”) into the Escrow Account established pursuant to the terms and conditions of the Escrow Agreement; (g) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified under the agreements set forth on the Indebtedness Schedule Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (dh) in accordance with Section 1.08, the Purchaser shall deliver the Purchase Price Adjustment Escrow Representative Holdback Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Stockholder Representative by wire transfer of immediately available funds funds; (i) in accordance with Section 1.09, the Purchaser shall deliver an amount equal to the respective account(s) designated by such Subsidiaries; andClosing Bonus Payments as set forth on the Closing Bonus Payment Statement to the Surviving Corporation; (gj) the Purchaser, the Merger Sub, the Company and the Sellers Stockholder Representative shall make such other deliveries as are required by Article IVIV hereof; and (k) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Equityholders and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Stockholder Representative.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser Company and the Merger Sub shall deliver cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered to each Seller such Seller’s Allocation Percentage the Paying Agent, (i) the portion of the Estimated Purchase Price, by wire transfer of immediately available funds Closing Payment Amount payable to the account(s) designated by the Sellers; Stockholders (b) the Company shall redeem or cause to be redeemed the both Qualified Holders and Non-Voting MRPS Shares consistent with the terms Qualified Holders) and conditions holders of Warrants set forth in the Company BylawsEstimated Closing Statement, in cash, and the Purchaser shall pay, or cause to be paid, on behalf (ii) evidence of the Companyportion of Aggregate Closing Parent Shares payable to Stockholders and holders of Warrants who are Qualified Holders in book-entry form representing such portion of the Aggregate Closing Parent Shares (or, at the Non-Voting MRPS Redemption Parent’s election, certificates representing such portion of the Aggregate Closing Parent Shares), in the case of such portion of the Closing Payment Amount, by wire transfer of immediately available funds to the account(s) designated by in the holder of such Non-Voting MRPS SharesEstimated Closing Statement; (c) the Purchaser Parent shall deliver, or cause to be delivered, (i) the Closing Option Cash Consideration, and (ii) evidence of the Closing Option Stock Consideration in book-entry form representing the such Parent Shares comprising the Closing Option Stock Consideration (or, at the Parent’s election, certificates representing such Parent Shares comprising the Closing Option Stock Consideration), to the Surviving Company, for the benefit of the holders of Vested Options, in the case of the Closing Option Cash Consideration, by wire transfer of immediately available funds to the account designated in the Estimated Closing Statement; (d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Securityholder Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in the Estimated Closing Statement; (e) the Parent shall deliver, or cause to be delivered, the Escrow Amount, the Adjustment Reserve Amount and the Special Escrow Amount into the Escrow Account, Adjustment Reserve Account and Special Escrow Account, respectively, in accordance with Section 1.11 and to the accounts designated in the Estimated Closing Statement; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesSurviving Company, all amounts necessary to discharge fully the then-outstanding balance Estimated Indebtedness for borrowed money, in accordance with payoff letters provided by the Company with respect to such Estimated Indebtedness in form and substance reasonably acceptable to the Parent, and such other documents as Parent may reasonably require to evidence the repayment in full of such Estimated Indebtedness and the termination and release in full of all Indebtedness identified on Liens related thereto (drafts of which payoff letters shall have been delivered to the Indebtedness Schedule Parent for its review and comment at least five (5) Business Days prior to the Closing Date), by wire transfer of immediately available funds to the account(s) designated by in the holders of such IndebtednessEstimated Closing Statement; (dg) the Purchaser Parent and the Company shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement;make such other deliveries as are contemplated by Article VII hereof; and (eh) the Purchaser Parent shall pay, or cause to be paid, on behalf of the Surviving Company, all the Estimated Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution in accordance with invoices provided by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Company, by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) in the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVEstimated Closing Statement.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on (the “Closing DateTransactions”) at the Closing: (a) the Purchaser Company and the Merger Sub shall deliver cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to each Seller such Seller’s Allocation Percentage the Company, for the benefit of the Estimated Purchase Price, holders of In-the-Money Options by wire transfer of immediately available funds to the account(s) account designated in writing by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser Parent shall deposit, or caused to be deposited, the Escrow Amount into the applicable Escrow Accounts in accordance with the Escrow Agreement; (d) the Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesGroup Companies, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on as set forth in the Indebtedness Schedule Payoff Letters, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) the Purchaser The Company shall deliver the Purchase Price Adjustment Escrow Amount have delivered to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms Parent each of the Escrow following: (i) certified copies of resolutions of the requisite shareholders of the Company for the shareholder approval approving the consummation of the transactions contemplated by this Agreement; (eii) certified copies of resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) the Purchaser Escrow Agreement, duly executed by the Representative; (iv) Fully executed customary payoff letters, reasonably acceptable to Parent, in connection with the repayment of all Indebtedness, including the Indebtedness outstanding under the Credit Agreements (collectively, the “Payoff Letters”), which payoff letters shall include provisions that require each lender to deliver, subject to the receipt of the applicable payoff amounts, customary Lien releases to the Parent effective as upon receipt of the requisite payoff amount; (v) a certification, signed under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation within the meaning of Section 897 of the Code, dated as of the Closing Date sufficient to comply with Treasury Regulation § 1.897-2(h); (vi) certificate of the Secretary of State of the state of incorporation or formation, dated no earlier than five (5) days prior to the Closing Date, as to the legal existence and good standing of the Company and each of its Subsidiaries in such jurisdictions; (vii) duly executed Certificate of Merger by the Company; (viii) all consents and approvals set forth on Schedule 2.02(e)(viii); (ix) duly executed Option Cancellation Acknowledgment from each holder of In-The-Money Options; (x) duly executed Letter of Transmittal from each holder of Common Stock; (xi) documentation evidencing the termination of the agreements set forth on Schedule 2.02(e)(xi). (f) The Parent shall have delivered to the Company each of the following: (i) certified copies of resolutions of the requisite holders of the voting shares of the Merger Sub approving the consummation of the transactions contemplated by this Agreement; (ii) certified copies of the resolutions duly adopted by the Parent’s board of directors (or its equivalent governing body) and the Merger Sub’s board of managers authorizing the execution, delivery and performance of this Agreement; (iii) the Escrow Agreement, duly executed by the Parent; and (iv) duly executed Certificate of Merger by the Merger Sub. (g) the Parent shall pay, or cause to be paid, on behalf of the Company, all the Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to as directed by the respective account(s) designated by such SubsidiariesRepresentative; and (gh) the PurchaserParent shall pay, or cause to be paid, that portion of the Company and the Sellers shall make such other deliveries as are required by Article IVCommon Stock Merger Consideration that is payable pursuant to Section 1.04.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Company and the Merger Sub shall cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger; (b) Parent shall deliver or cause to be delivered to the Paying Agent an aggregate amount of cash equal to (A) the Stockholders’ Closing Consideration and (B) the aggregate Warrant Closing Payments, in each Seller case for distribution by the Paying Agent to each Stockholder and Warrant Holder, of the amounts issuable and payable in accordance with clause (i) of Section 2.02(a) and clause (a) of Section 2.05, in the case of such Sellercash by wire transfer of immediately available funds to the account(s) designated by the Paying Agent; (c) Parent shall deliver or cause to be delivered to the Company an aggregate amount equal to the Vested Optionholders’ Closing Consideration (for distribution by the Company to each Vested Optionholder of such holder’s Allocation Percentage Retained Per Share Portion of the Estimated Purchase PriceClosing Proceeds as determined in accordance with Section 2.04), by wire transfer of immediately available funds to the account(s) designated by the SellersCompany; (bd) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on in Section 4.01(f) of the Indebtedness Disclosure Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) the Purchaser Parent shall deliver the Purchase Price Adjustment Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Indemnification Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ef) Parent shall deliver the Purchaser Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Representative; (g) Parent shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (gh) the PurchaserParent, the Merger Sub, the Company and the Sellers Representative (on behalf of the Indemnifying Securityholders) shall make such other deliveries as are required by Article IV.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) at the Closing, Purchaser shall deliver or cause pay to be delivered Seller an amount equal to each Seller such Seller’s Allocation Percentage of (i) the Estimated Base Purchase Price, by wire transfer of immediately available funds to (ii) less the account(sDeposit, (iii) designated by less the SellersReimbursed Policy Premium Amount, (iv) plus or less the Estimated Adjustment Amount, as appropriate, (v) less the aggregate Class B Common Unit Redemption Amount, (vi) less the aggregate Incentive Plan Unit Payment Amount, (vii) less the Hornet LTIP Payment Amount, (viii) less the Aggregate Post-Closing Class B Common Unit Payment; (b) at the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company BylawsClosing, and the Purchaser shall pay, or cause to be paid, (i) on behalf of Eureka, pay to each holder of Eureka Class B Common Units set forth on Exhibit G the Company, the Non-Voting MRPS Class B Common Unit Redemption Amount, by wire transfer of immediately available funds Amount set forth opposite such Person’s name (pursuant to the account(swiring instructions set forth thereon), (ii) designated by pay the holder aggregate Incentive Plan Unit Payment Amount to Eureka for further payment on the Closing Date to the holders of such Non-Voting MRPS SharesIncentive Plan Units set forth on Exhibit G in accordance with Section 7.06 and (iii) pay the Hornet LTIP Payment Amount to Hornet for further payment on the Closing Date to the Hornet LTIP Holder in accordance with Section 7.06; (c) at the Closing, Purchaser and Seller shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds deliver an executed joint written instruction to the account(s) designated by Escrow Agent to release the holders of such IndebtednessDeposit, less the Indemnification Escrow Amount, to Seller; (d) at the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount Closing, an amount equal to the Escrow Agent for deposit into an escrow account $3,862,500 million (the “Purchase Price Adjustment Indemnification Escrow Amount”) shall be retained in the Escrow Account”) established pursuant to the terms of the Escrow Agreement;; and (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IVIII hereof.

The Closing Transactions. Subject to Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) without duplication of the transfer required by Section 1.04, the Purchaser shall deliver or cause to the Stockholder Representative (for the benefit of the Stockholders), the Merger Consideration (less any amounts contemplated to be delivered to each Seller such Seller’s Allocation Percentage paid through the payroll system of the Estimated Purchase Price, Surviving Corporation pursuant to the proviso to Section 2.02(c)) by wire transfer of immediately available funds to the account(s) account or accounts designated by the SellersStockholder Representative to the Purchaser at least three (3) Business Days prior to the Closing Date; (b) promptly following receipt by the Stockholder Representative of such portion of the Merger Consideration pursuant to Section 2.02(a), the Company and the Merger Sub shall redeem or cause the Certificate of Merger to be redeemed the Non-Voting MRPS Shares consistent executed, acknowledged and filed with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf Secretary of State of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer State of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesDelaware; (c) promptly following the later of (i) the Effective Time and (ii) the receipt by the Company from any Stockholder of the certificates representing such Stockholder’s shares of Company Stock, or an affidavit contemplated by Section 1.04(e), and a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and subject to Section 1.04, the Stockholder Representative shall pay to the Stockholder who submitted such Letter of Transmittal an amount equal to the portion of the Merger Consideration to which such Stockholder is entitled pursuant to Section 1.02 in respect of such shares of Company Stock; provided that if a Stockholder is an employee of the Surviving Corporation or any of its Subsidiaries on the Closing Date, the Purchaser shall cause the Surviving Corporation to make such payment to such Stockholder through the payroll system of the Surviving Corporation and its Subsidiaries promptly, but in any event within seven (7) days, after the Closing; (d) promptly following the Effective Time, the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Closing Indebtedness Schedule Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Merger Sub, the Company and the Sellers Stockholder Representative shall make such other deliveries as are required by Article IVIII hereof; and (f) promptly following the Effective Time, the Purchaser shall pay, or cause to be paid, on behalf of the Stockholders and the Company (as applicable), the Transaction Expenses, as set forth on the Transaction Expense Statement, by wire transfer of immediately available funds as directed by the Stockholder Representative at least two (2) Business Days prior to the Closing Date.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) the Company shall deliver to Parent a duly executed and completed statement meeting the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that an interest in the Company is not a “United States real property interest”, together with notification to the Internal Revenue Service described in Treasury Regulation Section 1.897-2(h)(2) regarding delivery of the statement referred to in the preceding clause; (c) in accordance with Section 2.4, Parent shall deliver, or cause to be delivered delivered, the Closing Payment Amount to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Paying Agent by wire transfer of immediately available funds to the account(s) designated in writing by the SellersPaying Agent; (bd) the Company in accordance with Section 2.3, Parent shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall paydeliver, or cause to be paiddelivered, on behalf to the Surviving Company the Per Share Closing Merger Consideration in respect of the Company, the Non-Voting MRPS Redemption Amount, each Tax Withholding Share (assuming such shares were issued and outstanding) by wire transfer of immediately available funds to the account(s) designated in writing by the holder of such Non-Voting MRPS SharesCompany at least two Business Days prior to the Closing Date; (ce) in accordance with Section 2.3, Parent shall deliver, or cause to be delivered, to the Purchaser Escrow Agent the Optionholder Escrow Amount for the benefit of holders of Unvested Time Options, by wire transfer of immediately available funds to the Optionholder Escrow Account; (f) in accordance with Section 2.5, Parent shall deliver, or cause to be delivered, to the Representative, the Representative Amount, by wire transfer of immediately available funds to the account designated in writing by the Representative at least two Business Days prior to the Closing Date; (g) in accordance with Section 2.12, Parent shall deliver, or cause to be delivered, to the Escrow Agent the Adjustment Escrow Amount, by wire transfer of immediately available funds to the Adjustment Escrow Account; (h) Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesDQ Companies, all amounts necessary to discharge fully the then-then outstanding balance of all Company Indebtedness identified on under the Indebtedness Schedule Credit Facility, by wire transfer of immediately available funds to the account(s) designated by the holders of such Company Indebtedness;, and the Company shall deliver to Parent at or prior to the Closing appropriate payoff letters and documentation evidencing the release of any Liens under the Credit Facility, in form and substance reasonably satisfactory to Parent, from the holders of such Company Indebtedness; and (di) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser Parent shall pay, or cause to be paid, on behalf of the Company, all the Company Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds as directed by the Representative pursuant to invoices delivered to Parent at least two Business Days prior to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVClosing Date.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall cause the Articles of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver or cause to be delivered to each Seller holder of Company Stock such Sellerholder’s Allocation Percentage portion of the Estimated Purchase PriceCommon Merger Consideration (as determined in accordance with Section 1.02(a)), by wire transfer of immediately available funds to the account(s) designated by the SellersRepresentative; (bc) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause deliver to be paid, on behalf each Optionholder such holder’s portion of the Company, the Non-Voting MRPS Redemption AmountOption Merger Consideration (as determined in accordance with Section 1.04), by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesRepresentative; (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-then outstanding balance of all Funded Indebtedness identified (other than capital leases) outstanding as of the close of business on the Indebtedness Schedule day immediately prior to the Closing Date, by wire transfer of immediately available funds to the account(s) designated by the holders of such Funded Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of deliver the Company, all Transaction Expenses Representative Holdback Amount to each Person who is owed a portion thereofthe Representative; (f) the Purchaser each Stockholder shall deliver to the Subsidiaries Purchaser one or more certificates, duly endorsed in blank or accompanied by duly executed stock powers, together with a duly executed Letter of Transmittal, representing the number of shares of Company Stock held by such holder as of immediately prior to the Effective Time or affidavits of loss in form and substance reasonably satisfactory to Purchaser; (g) the Company shall pay the Deferred Bonus Amount (for distribution by the Subsidiaries to each respective employee Optionholder who is owed a portion thereof as set forth on the Deferred Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (gh) the Purchaser, the Merger Sub, the Company and the Sellers Representative (on behalf of the Stockholders and the Optionholders) shall make such other deliveries as are required by Article IVIII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each the Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Closing Cash Payment by wire transfer of immediately available funds to the account(s) one or more accounts designated by the SellersSeller to the Purchaser in exchange for (i) the delivery by the Seller to the Purchaser of stock certificate(s) evidencing the Shares and a duly executed stock power with respect to the Shares, (ii) the execution of the Conveyance Agreements and (iii) the employee transfers contemplated by Section 1.07(a) and Exhibit A; (b) (i) the Company Purchaser and the Seller shall redeem or cause to be redeemed enter into the Non-Voting MRPS Shares consistent Escrow Agreement with the terms Escrow Agent and conditions set forth in the Company Bylaws, and (ii) the Purchaser shall pay, or cause to be paid, on behalf of deposit the Company, the Non-Voting MRPS Redemption Amount, Escrow Amount by wire transfer of immediately available funds to into the account(s) designated by the holder of such Non-Voting MRPS SharesEscrow Account; (c) the Purchaser Seller shall repay, or cause deliver Lien releases with respect to be repaid, on behalf the Shares and the assets of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds in a form reasonably satisfactory to the account(sPurchaser with respect to liens granted to secure the indebtedness listed on Schedule 1.04(c) designated by and Liens (other than Permitted Liens) on Equity Interests or assets of the holders of such IndebtednessAcquired Companies or Transferred Assets as reasonably determined between the date hereof and the Closing to the Purchaser at the Closing; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IV2 hereof; and (e) the Seller shall deliver to the Purchaser a properly completed IRS Form W-9 (provided that the Purchaser’s only remedy for the Seller’s failure to provide such form will be to withhold from the payments to be made pursuant to this Agreement, any required withholding Tax under Section 1445 of the Code, and the Seller’s failure to provide such form shall not be deemed to be a failure of the condition set forth in Section 2.01(b) to have been met).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deposit $250,000.00 (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Purchase Price Adjustment Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) (b) by and among the Purchaser, the Sellers and ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), a copy of which is attached hereto as Exhibit D; (c) the Purchaser shall deposit $1,250,000.00 (the “Indemnity Escrow Amount,” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Indemnity Escrow Account”) designated and established pursuant to the terms and conditions of the Escrow Agreement; (d) in accordance with Section 1.01 (Purchase and Sale of Shares), the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Sellers the Estimated Purchase PricePrice minus the Escrow Amount (as determined in accordance with Section 1.02(a)), by wire transfer of immediately available funds to the account(s) a bank account designated in writing by the SellersSellers at least two Business Days before the Closing Date; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (ce) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified listed on the Indebtedness Schedule Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;; provided, that the Sellers shall have delivered, or the Sellers shall have caused the Company to deliver, to the Purchaser prior to the Closing Date appropriate payoff letters from the holders of Indebtedness listed on the Indebtedness Schedule and shall have made arrangements reasonably satisfactory to the Purchaser for such holders of Indebtedness listed on the Indebtedness Schedule to deliver all related Lien releases to the Purchaser at the Closing; and (df) simultaneously with the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) Closing, the Purchaser shall pay, or cause to be paid, on behalf of the CompanySellers or the Company (as applicable), all the Estimated Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to as directed by the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVSellers.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on promptly following the Closing DateEffective Time: (a) On the Purchaser Closing Date, Parent shall deliver to the Payment Agent, and shall cause the Payment Agent to pay (i) to each Blocker Parent, such Blocker Parent’s portion of the Closing Blocker Consideration by wire transfer of immediately available funds to the account(s) designated in writing by such Blocker Parent no later than two Business Days prior to the Closing Date and (ii) subject to Section 1.8, each Unitholder other than the Blockers, such Unitholder’s portion of the Merger Consideration, by wire transfer of immediately available funds or check, as designated by such Unitholder in the Letter of Transmittal submitted by such Unitholder in accordance with Section 1.8, in accordance with and subject to the terms and conditions of Section 1.7(a)(iv)(A), in each case as set forth on the Sale and Merger Consideration Spreadsheet; (b) On the Closing Date, Parent shall use reasonable best efforts to deliver, or cause to be delivered delivered, to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PriceSecurityholders’ Agent the Securityholders’ Agent Expense Fund, by wire transfer of immediately available funds to the account(s) designated in writing by the SellersSecurityholders’ Agent no later than two Business Days prior to the Closing Date; (bc) On the Company Closing Date, Parent shall redeem or cause use reasonable best efforts to be redeemed deposit, by wire transfer of immediately available funds, an amount equal to the Non-Voting MRPS Shares consistent Specified Escrow Amount with Escrow Agent in accordance with an escrow agreement in a form mutually and reasonably acceptable to Parent and the Securityholders’ Agent, which such escrow agreement will contain the terms and conditions set forth in on Schedule 1.5(c) (the Company Bylaws“Escrow Agreement”); (d) On the Closing Date, and the Purchaser Parent shall payrepay, or cause to be paidrepaid, on behalf of the CompanyAcquired Companies, an amount equal to the Non-Voting MRPS Redemption AmountRepaid Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares;in each Pay Off Letter; and (ce) On the Purchaser Closing Date, Parent shall repayuse reasonable best efforts to pay, or cause to be repaidpaid, on behalf of the Acquired Companies, the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule Transaction Expenses by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount Company Transaction Expenses no later than two Business Days prior to the Escrow Agent for deposit into an escrow account Closing Date (it being understood and agreed that if any payee of such Company Transaction Expenses does not designate the “Purchase Price Adjustment Escrow Account”account(s) established pursuant to which such payment shall be made no later than two Business Days prior to the terms of Closing Date, such payment will not be made on the Escrow Agreement; (e) the Purchaser Closing Date and instead Parent shall pay, on behalf of the Companyor cause to be paid, all such amounts to such holders promptly after such payee designates such account(s); provided, that any Company Transaction Expenses that are payable to each Person who is owed a portion thereof;Company Employees (other than consultants or contractors) and required to be treated under the Code as compensation shall instead be paid through the Surviving Company’s payroll no later than the next regular payroll following the Closing Date. (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution Any payments contemplated by the Subsidiaries to each respective employee who is owed a portion thereof as set forth this Section 1.5 which are not made on the Bonus Amount Schedule) Closing Date shall be made on the Business Day immediately following the Closing Date, except as expressly contemplated by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVSection 1.5(e).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Seller shall deliver to the Purchaser evidence of assignment of the Units to Purchaser; (b) the Purchaser shall deliver pay, or cause to be delivered paid, to each the Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Price by wire transfer of immediately available funds to the account(s) designated by the SellersSeller (which account(s) shall be designated by the Seller to the Purchaser in writing at least two (2) business days before the Closing Date); (bc) the Company shall redeem or cause deliver to be redeemed the Non-Voting MRPS Shares consistent with Purchaser appropriate payoff letters from the terms and conditions holders of Indebtedness set forth in on Schedule 1.4(c) and shall make customary arrangements for such holders of Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing, together with UCC-3 termination statements with respect to the financing statements filed against the assets of the Company Bylawsand its Subsidiaries, in each case, in form and the substance reasonably satisfactory to Purchaser shall pay, or cause relating to be paid, all Indebtedness set forth on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesSchedule 1.4(c); (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on the Indebtedness Schedule Estimated Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Estimated Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of or cause to be paid, the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Escrow Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective Escrow Agent; (f) the Purchaser shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Estimated Transaction Expenses, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such SubsidiariesEstimated Transaction Expenses are to be paid, in each case, to the extent not paid by or on behalf of the Seller or its Affiliates prior to Closing; provided, that any amounts treated as wages or other compensation for services to a current or former employee of the Company shall be paid to the Company, which shall pay such amounts, less applicable withholding Taxes, to the applicable recipient through its payroll system on the first payroll date following the Closing Date; and (g) the Purchaser, the Company Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IVARTICLE II thereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Company and the Merger Sub shall cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of California and make all other filings or recordings required by California Law in connection with the Merger; (b) the Purchaser shall deliver or cause to be delivered to the Escrow Agent an aggregate amount equal to the Stockholders’ Closing Consideration (for distribution by the Escrow Agent to each Seller Stockholder of such SellerStockholder’s Allocation Percentage Per Share Portion of the Estimated Purchase PriceAllocable Amount as determined in accordance with Section 2.02), by wire transfer of immediately available funds to the account(s) designated by the SellersEscrow Agent; (bc) the Company shall redeem Purchaser shall, as instructed by the Representative, deliver or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in delivered to the Company Bylaws, and an aggregate amount equal to the Purchaser shall pay, or cause Optionholders’ Closing Consideration (for distribution by the Company to be paid, on behalf each Optionholder of such holder’s portion of the Company, the Non-Voting MRPS Redemption AmountEstimated Allocable Amount as determined in accordance with Section 2.04), by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesRepresentative; (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) the Purchaser shall deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Indemnification Escrow Account”) established pursuant to the terms of the Escrow Agreement; (f) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (eg) the Purchaser shall deliver the Specific Indemnity Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Specific Indemnity Escrow Account”) established pursuant to the terms of the Escrow Agreement; (h) the Purchaser shall deliver the Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Representative; (i) the Purchaser shall pay, on behalf of the Company, all the Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution Expenses, as directed by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such SubsidiariesCompany; and (gj) the Purchaser, the Merger Sub, the Company and the Sellers Representative (on behalf of the Stockholders and Optionholders) shall make such other deliveries as are required by Article IV. Upon Purchaser’s delivery to the Escrow Agent of an aggregate amount equal to the Stockholders’ Closing Consideration, Purchaser’s obligation to deliver such amount shall be satisfied in full, and Purchaser shall have no further liability to the Stockholders for such amounts.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Closing Residual Cash Consideration by wire transfer of immediately available funds to the account(s) designated by the SellersStockholders in accordance with Section 1.08; (b) the Company Purchaser shall redeem or cause deliver a Stockholder Note to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth each Stockholder made in the Company Bylaws, and name of such Stockholder in the original principal amount of $4,500,000; (c) the Purchaser shall pay, or cause issue 1,166,666 Purchaser Shares and shall deliver a certificate to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS each Stockholder evidencing 583,333 Purchaser Shares; (cd) the Purchaser and each Stockholder will enter into an Employment Agreement; (e) each of the Stockholders will be duly appointed to Purchaser's board of directors, to serve until the next annual meeting of the Purchaser's stockholders, at which point they would become subject to the Purchaser's customary director election procedure; (f) the Purchaser shall deliver evidence to the Stockholders of the insurance policy described in Section 5.02; (g) the Purchaser and the Stockholders shall enter into the Registration Rights Agreement; (h) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on the Indebtedness Schedule Funded Indebtedness, if any, by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessFunded Indebtedness in appropriate payoff letters from the holders of Funded Indebtedness which include arrangements reasonably satisfactory to the Purchaser for such holders of Funded Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ei) the Purchaser shall pay, on behalf of the Company, all the Designated Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Expenses, by wire transfer of immediately available funds to the respective account(s) designated by each Person to whom such SubsidiariesDesignated Transaction Expenses are to be paid; (j) each Stockholder shall deliver to the Purchaser one or more certificates representing the Stock held by such Stockholder, together with duly executed stock powers or other documents of transfer and assignment sufficient to transfer record title and full beneficial ownership of such Stock to Purchaser, free and clear of all Liens; (k) the Company shall deliver a certificate signed by the Secretary of the Company certifying as to (i) the full force and effect of the articles of incorporation and bylaws (or equivalent governing documents) of the Company attached to such certificates as exhibits, (ii) the accuracy and full force and effect of resolutions adopted by the Board of Directors of the Company regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement; (l) Each Stockholder shall deliver a certificate of non-foreign status pursuant to Treas. Reg. Section 1.1445-2(b)(2); and (gm) The Purchaser shall deliver to the Stockholders a certificate signed by the Secretary of the Purchaser certifying as to (i) the Purchaserfull force and effect of the articles of incorporation and bylaws (or equivalent governing documents) of the Purchaser attached to such certificate as exhibits, (ii) the Company accuracy and full force and effect of resolutions adopted by the board of directors of the Purchaser regarding this Agreement and the Sellers shall make transactions contemplated hereby and attached as one or more exhibits to such other deliveries as are required by Article IVcertificate and (iii) the names and signatures of the officers of the Purchaser authorized to sign this Agreement.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Merger Sub shall cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger; (b) the Purchaser shall deliver or cause to be delivered to the Paying Agent an aggregate amount equal to the Members’ Closing Consideration (for distribution by the Paying Agent to each Seller Member of such SellerMember’s Allocation Percentage Per Unit Portion of the Estimated Purchase PriceClosing Cash Proceeds as determined in accordance with Section 2.02), by wire transfer of immediately available funds to the account(s) designated by the SellersPaying Agent; (bc) the Company shall redeem Purchaser shall, as instructed by the Representative, deliver or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause delivered to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder Representative, an aggregate amount equal to the Optionholders’ Closing Consideration (for distribution by the Company to each Optionholder of such Non-Voting MRPS Sharesholder’s portion of the Estimated Closing Cash Proceeds as determined in accordance with Section 2.04); (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on under the Indebtedness Schedule Company Revolving Credit Agreement, the Company Term Loan Agreement and the Other Debt Agreements (if any), in each case in the amount set forth in the applicable Lender Pay-off Letter, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (de) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Purchase Price Adjustment Escrow Agreement; (ef) the Purchaser shall deliver the Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Representative; (g) the Purchaser shall pay, on behalf of the CompanyCompany and its Subsidiaries, all Transaction Expenses to each Person who is owed a portion thereof, in the amount set forth in the Financial Advisor Pay-off Letters with respect to that portion of the Transaction Expenses payable to the Company’s financial advisors; (fh) each Member shall provide the Purchaser with a properly prepared and executed (i) certificate of non-foreign status, substantially in the form of the applicable sample certification contained in Treasury Regulations Section 1.1445-2(b)(2)(iv), and (ii) IRS Form W-9; (i) the Purchaser shall shall, as instructed by the Representative, deliver to the Subsidiaries Company the Bonus Amount (for distribution by the Subsidiaries Company to each respective Optionholder or employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiariesthe Representative; (j) the Company or the Representative shall deliver to the Purchaser and the Paying Agent an executed Letter of Transmittal with respect to each Member; and (gk) the Purchaser, the Merger Sub, the Company and the Sellers Representative (on behalf of the Members and Optionholders) shall make such other deliveries as are required by Article IV. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, the failure of any Member or Optionholder to satisfy any of the deliveries set forth in Section 2.03 and Section 2.04 shall not affect the Purchaser’s obligations to deliver to any other Member or Optionholder the portion of the Merger Consideration to which such other Member or Optionholder is entitled at Closing.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the "Closing Transactions") on the Closing Date: (a) the Purchaser Sellers Representative shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage the Purchaser (i) all of the Estimated Purchase Priceunit certificates evidencing the Units (if any) duly endorsed for transfer or accompanied by duly executed unit powers or other forms of assignment and transfer, by wire or evidence reflecting the transfer of immediately available funds to all Units on the account(sunit ledger of the Company and (ii) designated by all books and records and other property of the SellersCompany or any of its Subsidiaries in any Seller's possession or under any Seller's control; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause (i) deliver to be paid, the Sellers Representative (on behalf of the Company, Sellers in accordance with their respective Allocation Percentages) an amount in cash equal to (x) the Non-Voting MRPS Redemption Estimated Cash Purchase Price minus (y) the Indemnity Escrow Amount and the Working Capital Escrow Amount, by wire transfer of immediately available funds to the account(s) designated by the holder Sellers Representative (which account(s) shall be designated by the Sellers Representative to the Purchaser in writing at least three (3) Business Days before the Closing Date) and (ii) issue or transfer, or cause to be issued or transferred, to the Sellers (in accordance with their respective Allocation Percentages) the number of such NonParent Shares payable as the Stock Consideration pursuant to the terms hereof, which may be represented by book-Voting MRPS Sharesentry interests or one or more certificates at the Parent's election; (c) the Company shall deliver to the Purchaser appropriate evidence of releases of any Liens (other than any Permitted Liens) related to the assets and properties of the Company and its Subsidiaries and payoff letters with respect to any Indebtedness set forth on the Indebtedness Payoff Schedule outstanding as of the Closing (in each case in a form reasonably satisfactory to the Purchaser); (d) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all the Indebtedness identified (as set forth on the Indebtedness Payoff Schedule delivered by the Sellers Representative or the Company to Purchaser at least three (3) Business Days prior to the Closing Date) by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall payrepay, or cause to be repaid, on behalf of the CompanySellers, the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Seller Transaction Expenses, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such Seller Transaction Expenses are to each Person who is owed a portion thereofbe paid and delivered in writing by Sellers Representative or the Company to Purchaser at least three (3) Business Days prior to the Closing Date; (f) the Purchaser shall deliver to the Subsidiaries Indemnity Escrow Amount and the Bonus Working Capital Escrow Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(sEscrow Agent; (g) designated by each Seller shall deliver to Purchaser at least three (3) Business Days prior to the Closing Date such Subsidiariesinformation concerning the Seller as Purchaser or Parent's registrar and transfer agent may reasonably request at least five (5) Business Days prior to the Closing Date in order to issue the Parent Shares to such Seller; (h) each of ▇▇▇▇▇▇ ▇▇▇▇, D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall duly execute and deliver to the Parent, and the Parent shall execute and deliver to such Persons, a Performance Share Unit Agreement substantially in the form of Exhibit D attached hereto, with each Restricted Party receiving the number of performance share units set forth on Schedule 1.04(h); and (gi) the Purchaser, the Company Purchaser and the Sellers Representative or the Company, as applicable, shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall will consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or Company and Merger Sub will cause the Certificate of Merger to be delivered to each Seller such Seller’s Allocation Percentage executed and filed with the Secretary of State of the Estimated Purchase PriceState of Delaware; (b) in accordance with Section 1.03, Parent will deposit, by wire transfer of immediately available funds, into a custodial account established pursuant to the terms and conditions of a paying agent agreement entered into prior to Closing by and among Parent, the Representative and the Paying Agent in substantially the form attached hereto as Exhibit H (the “Paying Agent Agreement”), an amount (to be paid out in accordance with Section 1.03) equal to (i) the Class A Merger Consideration, plus (ii) the Closing Residual Cash Consideration (as determined in accordance with Section 1.02), minus (iii) the Option Merger Consideration, minus (iv) the portion of the Representative Reserve Fund allocable to the Stockholders; (c) Parent will deposit with the Company, by wire transfer of immediately available funds, an amount equal to (i) the Option Merger Consideration, minus (ii) the portion of the Representative Reserve Fund allocable to the Optionholders, to be paid out in accordance with Section 1.04; (d) Parent will pay (i) an amount equal to the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the account(sAdjustment Escrow Account and (ii) designated by an amount equal to the Sellers; (b) Specified Matters Escrow Amount to the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, Escrow Agent by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesSpecified Matters Escrow Account; (ce) the Purchaser shall Company will deliver to Parent payoff letters with respect to the Closing Debt set forth on Schedule 2.01(e) and will make arrangements reasonably satisfactory to Parent for holders of such Closing Debt to deliver all related Lien releases to Parent as soon as practicable after the Closing; (f) Parent will repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified Closing Debt set forth on the Indebtedness Schedule 2.01(e), by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessClosing Debt in the related payoff letters; (dg) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount Parent will pay, or cause to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall paybe paid, on behalf of the CompanyStockholders, all Optionholders and the Company and its Subsidiaries (as applicable), the aggregate amount of the Transaction Expenses to each Person who is owed a portion thereofby wire transfer of immediately available funds as directed by the Representative; (fh) the Purchaser shall deliver Parent will pay an amount equal to the Subsidiaries Representative Reserve Fund to the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Representative, or its designee, by wire transfer of immediately available funds to the respective account(s) an account designated by such Subsidiariesthe Representative; and (gi) the PurchaserParent, the Company and the Sellers shall Representative (on behalf of the Stockholders and Optionholders) will make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Sellers Representatives shall deliver to the Purchaser (i) completed and duly executed Letters of Transmittal from all Sellers, together with all of the stock certificates evidencing the Shares, and (ii) all books and records and other property of the Company or any of its Subsidiaries in any Seller’s possession or under any Seller’s control; (b) the Purchaser shall (i) deliver or cause to the Sellers Representatives (on behalf of the Sellers other than Proterra in accordance with their respective Allocation Percentages) an amount in cash equal to the Closing Payment, less the portion thereof to be delivered to each Seller such Seller’s Allocation Percentage of Proterra pursuant to the Estimated Purchase Priceimmediately following clause (ii), by wire transfer of immediately available funds to the account(s) designated by the Sellers; Sellers Representatives (bwhich account(s) shall be designated by the Company shall redeem or cause Sellers Representatives to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall payin writing at least three (3) Business Days before the Closing Date), or cause (ii) deliver to be paid, on behalf Proterra an amount in cash equal to Proterra’s Allocation Percentage of the Company, the Non-Voting MRPS Redemption AmountClosing Payment, by wire transfer of immediately available funds to the account(s) account designated by Proterra (which account shall be designated by Proterra to the holder Purchaser in writing at least three (3) Business Days before the Closing Date), and (iii) issue or transfer, or cause to be issued or transferred, to the Sellers (in accordance with their respective Allocation Percentages) the number of such NonPurchaser Shares payable as the Stock Consideration pursuant to the terms hereof, which may be represented by book-Voting MRPS Sharesentry interests or one or more certificates issued to each Seller at the Purchaser’s election; (c) the Company shall deliver to the Purchaser appropriate evidence of releases of any Liens (other than any Permitted Liens) related to the assets and properties of the Company and its Subsidiaries and payoff letters with respect to any Indebtedness set forth on the Indebtedness Payoff Schedule outstanding as of the Closing (in each case in a form reasonably satisfactory to the Purchaser); (d) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all the Indebtedness identified (as set forth on the Indebtedness Payoff Schedule delivered by the Sellers Representatives or the Company to Purchaser at least three (3) Business Days prior to the Closing Date) by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall payrepay, or cause to be repaid, on behalf of the CompanySellers, the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Seller Transaction Expenses, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such Seller Transaction Expenses are to each Person who is owed a portion thereofbe paid and delivered in writing by the Sellers Representatives or the Company to Purchaser at least three (3) Business Days prior to the Closing Date; (f) the Purchaser shall deliver to the Subsidiaries Indemnity Escrow Amount and the Bonus Working Capital Escrow Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(sEscrow Agent; (g) Purchaser shall deposit, or cause to be deposited, the Sellers Representatives Admin Expense Fund by wire transfer of immediately available funds to an account designated in writing by the Sellers Representatives at least three (3) Business Days prior to the Closing Date; (h) each Seller shall deliver to Purchaser at least three (3) Business Days prior to the Closing Date such Subsidiariesinformation concerning the Seller as Purchaser or its registrar and transfer agent may reasonably request at least five (5) Business Days prior to the Closing Date in order to issue the Purchaser Shares to such Seller; and (gi) the Purchaser, the Company Purchaser and the Sellers Representatives or the Company, as applicable, shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on at the Closing Date: Closing: (a) the Purchaser Buyer shall deliver pay, or cause to be delivered paid: 18 [[6907028]] (i) to the Paying Agent, the sum of (A) the Closing Payment plus (B) the Buyer Note Amount, in each Seller such Seller’s Allocation Percentage of case, as set forth in the Estimated Purchase PriceClosing Statement, by wire transfer of immediately available funds to the account(s) designated in writing by the Sellers; (b) Paying Agent to the Company shall redeem or cause Buyer at least three Business Days prior to be redeemed the Non-Voting MRPS Shares consistent Closing, which the Paying Agent will disburse to the Seller Parties entitled to payment in accordance with the terms and conditions set forth in the Company BylawsPaying Agent Agreement, this Agreement and the Purchaser shall pay, or cause Payment Schedule; (ii) to be paid, on behalf of the CompanyUnitholder Representative, the Non-Voting MRPS Redemption Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the holder of such Non-Voting MRPS Shares; Unitholder Representative to the Buyer at least three Business Days prior to the Closing; (ciii) to the Escrow Agent (A) the Purchaser shall repayAdjustment Escrow Amount, or cause by wire transfer of immediately available funds to be repaidthe Adjustment Escrow Account, and (B) the Indemnification Escrow Amount, by wire transfer of immediately available funds to the Indemnification Escrow Account; (iv) to the extent not otherwise included in this Section 2.02(a), to the applicable Persons, on behalf of the Company, the Seller Expenses set forth in final invoices (or other reasonable evidence of amounts due) by wire transfer of immediately available funds as directed by the Company at least three Business Days prior to the Closing; provided, that any amounts of any such Seller Expenses treated as wages for income Tax purposes shall be paid to the Company or its applicable Subsidiary, which shall pay such amounts, less any applicable withholding Taxes, to each Person to whom such Seller Expenses are to be paid through its payroll system on or reasonably promptly after the Closing Date; (v) to the Paying Agent all fees and its Subsidiariesexpenses due pursuant to the Paying Agent Agreement, as set forth in the Paying Agent Agreement; (vi) to the Escrow Agent all amounts necessary fees and expenses due pursuant to discharge fully the then-outstanding balance of all Indebtedness identified on Escrow Agreement, as set forth in the Indebtedness Schedule Escrow Agreement; and (vii) to the Unitholder Representative, the Engagement Fee, by wire transfer of immediately available funds to the account(s) designated in writing by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount Unitholder Representative to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant Buyer prior to the terms Closing; (viii) at the election of the Escrow Agreement; (e) Company or to the Purchaser shall payextent reasonably determined by the Company to be necessary to satisfy the condition set forth in Section 9.02(c), to the applicable Persons, on behalf of the Company, all Transaction Expenses (including the Potash Bonus Payment, if any, to each Person who is owed a portion thereof; (f▇▇▇▇▇▇ ▇▇▇▇▇▇) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedulein final invoices (or other reasonable evidence of amounts due) by wire transfer of immediately available funds as directed by the Company at least three Business Days prior to the respective account(s) designated Closing; provided, that any amounts of any such Transaction Expenses treated as wages for income Tax purposes shall be paid to the Company or its applicable Subsidiary, which shall pay such amounts, less any applicable withholding Taxes, to each Person to whom such Transaction Expenses are to be paid through its payroll system on or reasonably promptly after the Closing Date; provided, further, that for all purposes, such payments by 19 [[6907028]] the Buyer shall be treated as a contribution of such Subsidiaries; and (g) the Purchaser, amount to the Company and the Sellers Company shall make such issue to the Buyer a number of additional Equity Investor Units equal to the aggregate amount funded by the Buyer pursuant to this Section 2.02(a)(viii); (b) the Buyer shall deliver, or cause to be delivered, to the Company and the Unitholder Representative (and in the case of the Aquiline Letter Agreement or the Potash Letter Agreement, to the other deliveries applicable parties thereto): (i) a counterpart to the Escrow Agreement, duly executed by the Buyer; (ii) a counterpart to the Paying Agent Agreement, duly executed by the Buyer; (iii) a counterpart to the A&R Shared Blocker LPA, duly executed by the Buyer and the Shared Blocker GP; (iv) counterparts to the A&R Company LPA, duly executed by the Buyer and the WM Phoenix GP; (v) counterparts to the A&R WM Phoenix GP LLCA, duly executed by the Buyer and the WM Phoenix GP; (vi) a counterpart to the A&R Co-Invest Blocker LPA, duly executed by the ▇▇ ▇▇▇▇▇▇▇ GP; (vii) a counterpart to the Aquiline Letter Agreement, duly executed by the Company, the WM Phoenix GP, the Buyer, ▇▇ ▇▇▇▇ and the Guarantor; (viii) a counterpart to the Potash Letter Agreement, duly executed by the Company, the WM Phoenix GP, the Buyer, ▇▇ ▇▇▇▇ and the Guarantor; (ix) if required pursuant to Section 1.01(a), a counterpart to the Buyer Note, duly executed by the Buyer (or each Person that is a Lender); (x) a certificate of an authorized officer of the Buyer in his or her capacity as are such, dated as of the Closing Date, stating that the conditions specified in Sections 9.03(a) and 9.03(b) have been satisfied; and (xi) certified copies of resolutions or a written consent duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement; (c) the Company shall deliver, or cause to be delivered, to the Buyer: (i) documentation evidencing the consummation of the Pre-Closing Reorganization; 20 [[6907028]] (ii) counterparts to the A&R Company LPA, duly executed by the Company and the General Partner; (iii) if required pursuant to Section 1.01(a), a counterpart to the Buyer Note, duly executed by Article IV.the Company; (iv) counterparts to the Aquiline Letter Agreement, duly executed by the Initial AQ Unitholder and the AFSF V Blocker; (v) counterparts to the Potash Letter Agreement, duly executed by Potash Operating LP, Distinguished Programs Ownership LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇; (vi) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a)(i), 9.02(a)(ii), 9.02(a)(iii) and 9.02(b), as they relate to the Company, and the condition specified in Section 9.02(c), in each case, have been satisfied; (vii) a copy of the resolutions or written consent duly adopted by the General Partner’s governing body authorizing the execution, delivery and performance of this Agreement; (viii) a counterpart to the Escrow Agreement, duly executed by the Company; and (ix) a counterpart to the Paying Agent Agreement, duly executed by the Company; (d) the Co-Invest Blocker Seller shall deliver, or cause to be delivered, to the Buyer: (i) duly executed instruments of assignment evidencing the transfer of the Blocker Equity to the Buyer; (ii) counterparts to the A&R Co-Invest Blocker LPA, duly executed by the Co-Invest Blocker Seller, the Co-Invest Blocker and the Co-Invest Blocker GP; and (iii) a certificate of the Co-Invest Blocker GP in its capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a) and 9.02(b), as they relate to the Co-Invest Blocker, have been satisfied; (e) the AFSF V Blocker Seller shall deliver, or cause to be delivered, to the Buyer: (i) counterparts to the A&R Shared Blocker LPA, duly executed by the AFSF V Blocker Seller, the AFSF V Blocker and the AFSF V Blocker GP; (ii) a counterpart to the Aquiline Letter Agreement, duly executed by the AFSF V Blocker; and

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Purchaser and the Sellers shall consummate the following transactions (the "Closing Transactions") on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage the Paying Agent, on behalf of the Estimated Purchase PriceSellers, by wire transfer of immediately available funds to the account(s) designated in writing by the SellersPaying Agent prior to the Closing an amount (the "Closing Payment") equal to (A) the applicable amount contemplated by clauses (i), (ii) or (iii) below minus (B) the Escrow Amount (less an amount equal to the Adjustment Amount) minus (C) the Transaction Expenses minus (D) the Representative Holdback Amount: (i) if the Aggregate Consented Client Closing Revenue Run Rate is equal to or greater than 85% of the Aggregate Base Revenue Run Rate, an amount (not to exceed 100% of the Closing Cash Consideration) equal to the product of (A) 100% of the Closing Cash Consideration and (B) a quotient, the numerator of which is the Aggregate Consented Client Closing Revenue Run Rate and the denominator of which is the Aggregate Base Revenue Run Rate; (ii) if a Sellers Election has been invoked, an amount equal to the product of (A) 100% of the Closing Cash Consideration and (B) a quotient, the numerator of which is the Aggregate Consented Client Closing Revenue Run Rate and the denominator of which is the Aggregate Base Revenue Run Rate; or (iii) if a Purchaser Election has been invoked, an amount equal to 85% of the Closing Cash Consideration; (b) the Company Paying Agent shall redeem or cause pay the Closing Payment to be redeemed the Non-Voting MRPS Shares consistent Sellers, by wire transfer of immediately available funds to the account designated by each Seller in accordance with the terms of the Paying Agent Agreement and the Allocation Methodology Schedule; (c) the Purchaser shall deposit the Escrow Amount (less an amount equal to the Adjustment Amount) into an escrow account (the "Escrow Account") established pursuant to the terms and conditions set forth of an escrow agreement (the "Escrow Agreement") by and among the Purchaser, the Representative, and Citibank, N.A., as escrow agent (the "Escrow Agent"), substantially in the form of Exhibit B; (d) concurrent with the Closing, (i) the applicable Management Sellers shall repay in full the Management Notes; and (ii) the Company Bylawsshall repay all Indebtedness under the Term Loan Agreement, dated September 4, 2014, by and between the Company and FirstMerit Bank, N.A.; (e) the Purchaser shall pay, or cause to be paid, on behalf of the CompanySellers and the Company (as applicable), on or before the Closing, the Non-Voting MRPS Redemption Transaction Expenses by wire transfer of immediately available funds as directed by the Company prior to the Closing; (f) the Purchaser shall pay, or cause to be paid, an amount equal to $1,000,000 (the "Representative Holdback Amount") to the Representative at the Closing, on behalf of the Sellers, by wire transfer of immediately available funds to the account(s) a segregated account designated by the holder of such Non-Voting MRPS SharesRepresentative; (cg) the Purchaser each Seller shall repaysell, or cause to be repaidassign, on behalf of the Company transfer and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries Purchaser, as applicable, (i) an assignment separate from certificate with respect to the Bonus Amount Units (for distribution by other than the Subsidiaries to each respective employee who is owed a portion thereof as Retained Units) set forth next to such Seller's name on the Bonus Amount ScheduleSeller Schedule and (ii) by wire transfer of immediately available funds stock certificates and stock powers with respect to the respective account(s) designated by such SubsidiariesBlocker Shares; and (gh) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to Upon the terms and conditions set forth in this Agreement, upon execution and delivery of this Agreement, the parties hereto shall consummate the following transactions on (the "Closing DateTransactions") at the Closing: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Stockholder by wire transfer of immediately available funds to the account(s) designated by such Stockholder or by check to the Sellers; (b) address specified by such Stockholder, in each case upon delivery by such Stockholder of one or more Certificates representing the Company shall redeem or cause number of shares of Common Stock held by such Stockholder as of immediately prior to be redeemed the Non-Voting MRPS Shares consistent Effective Time, together with a duly executed Letter of Transmittal, the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf portion of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds Merger Consideration (as determined in accordance with Section 1.02(a)) allocable to the account(s) designated shares of Common Stock represented by the holder of such Non-Voting MRPS SharesCertificate(s); (c) the Purchaser shall repay, or cause to be repaid, repay on behalf of the Company Surviving Corporation and its Subsidiaries, or cause the Surviving Corporation to repay, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on the Indebtedness Schedule Funded Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;Funded Indebtedness pursuant to payoff letters (the "Payoff Letters") providing, subject to the payment of payoff amounts identified therein, for each holder of such Funded Indebtedness to release all Liens on any assets and securities of the Company and its Subsidiaries; and (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, repay on behalf of the CompanySurviving Corporation and its Subsidiaries, or cause the Surviving Corporation to repay, all amounts necessary to discharge fully the then outstanding balances of all Company Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Expenses, by wire transfer of immediately available funds to the respective account(s) designated by the payees of such SubsidiariesCompany Transaction Expenses. (e) the Company shall deliver to the Purchaser a certificate, validly executed by the Chief Financial Officer of the Company for and on its behalf, to the effect that: (i) that the schedule attached thereto represents the Company's accounting of the total Company Transaction Expenses, together with an itemization and description of such Company Transaction Expenses in reasonable detail and certifying, to the knowledge of such officer, that no other Company Transaction Expenses shall be due and payable; and (gii) the Purchaser, schedule attached thereto shows a true and correct comparison of the projected working capital of the Company and its Subsidiaries as of April 2, 2006 as compared to a good faith estimate of the Sellers shall make actual working capital of the Company and its Subsidiaries as of such other deliveries as are required by Article IVdate, determined on a basis consistent with the methodology used in preparing the projections.

The Closing Transactions. Subject to the terms and conditions set forth in this AgreementAgreement (including satisfaction of the Closing conditions set forth in Article IV herein), the parties Parties hereto shall consummate the following transactions (the "Closing Transactions") on the Closing Date: (a) the Purchaser Parties shall deliver or cause the Agreement of Merger, together with accompanying officers' certificates, to be delivered to each Seller such Seller’s Allocation Percentage executed and filed with the Secretary of State of the Estimated Purchase Price, by wire transfer State of immediately available funds to the account(s) designated by the SellersCalifornia; (b) in accordance with Section 2.3(a) of this Agreement, the Company Purchaser shall redeem or cause deliver by wire transfer to the Paying Agent immediately available funds representing the Closing Residual Cash Consideration, to be redeemed administered and delivered by the Non-Voting MRPS Paying Agent to the Shareholders in accordance with the terms of Section 2.3 herein and the Paying Agent Agreement; (c) in accordance with Sections 2.2(a)(iii)(B) and 2.12 of this Agreement, the Purchaser shall cause the Parent to issue the Holdback Shares in the name of the Shareholders (bearing such restrictive legends as may be required by Parent's legal counsel and transfer agent, consistent with the terms of this Agreement and conditions set forth the Transaction Documents) and shall hold such Holdback Shares pursuant to the terms of the Holdback Agreement; (d) in accordance with Section 2.3(b) of this Agreement, subject to Purchaser’s and Parent’s receipt of confirmation of the Paying Agent’s receipt and acceptance of the duly executed Exchange Documents from the Shareholders, Parent shall authorize and instruct its transfer agent to act upon any instructions of the Paying Agent, given in accordance with the terms hereof and the Paying Agent Agreement, with respect to issuances of stock certificates representing the Closing Residual Stock Consideration (bearing such restrictive legends as may be required by Parent’s legal counsel and transfer agent, consistent with the terms of this Agreement and the Transaction Documents); (e) the Company Bylawsshall deliver to the Purchaser appropriate payoff letters from the holders of Indebtedness of the Company and its Subsidiary; (f) simultaneously with the Closing, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesSubsidiary, out of the Cash Consideration, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on of the Indebtedness Schedule Company and its Subsidiary, by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness in accordance with a mutually agreeable Flow of Funds Memorandum duly executed by the Purchaser and the Company (the "Flow of Funds Memorandum"); (dg) simultaneously with the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) Closing, the Purchaser shall pay, or cause to be paid, on behalf of the CompanyCompany and its shareholders, all out of the Cash Consideration, the Transaction Expenses by wire transfer of immediately available funds to each Person who is owed a portion thereofaccounts as directed by the Company in accordance with the Flow of Funds Memorandum; (fh) simultaneously with the Closing, the Purchaser shall deliver pay, or cause to be paid, on behalf of the Subsidiaries Company and the Bonus Amount (for distribution by Shareholders, out of the Subsidiaries to each respective employee who is owed a portion thereof as set forth on Cash Consideration, the Bonus Amount Schedule) SCP Funds by wire transfer of immediately available funds to the respective account(sSCP Account, which sum shall be held and disbursed pursuant to the terms of the SCP Assignment and Assumption Agreement to fully pay and discharge all obligations under the Special Compensation Plan; (i) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Shareholders, out of the Cash Consideration, the Expense Fund Amount by wire transfer of immediately available funds to the account designated by such Subsidiariesthe Shareholder Representative in the Flow of Funds Memorandum (the "Expense Fund"); (j) the Parties shall deliver executed counterparts of each Transaction Document to which they are party; (k) the Company shall deliver to Purchaser a certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, certifying that the shares of Preferred Stock and Common Stock are not United States real property interests within the meaning of Section 897(c) of the Code; and (gl) the Purchaser, the Company Parent, the Merger Sub, the Company, the Shareholders and the Sellers Shareholder Representative shall make such other deliveries as are required by Article IVIV hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate cause the following transactions to occur on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificates of Merger to be executed and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas; (b) the Purchaser shall deliver or cause the Closing Cash Consideration by wire transfer of immediately available funds to be delivered the Shareholders (other than to each Seller such Seller’s Allocation Percentage the Shareholders who own shares of Dissenting Stock) to the Estimated Purchase Priceaccount(s) designated by the Shareholders; (c) the Purchaser shall pay the Transaction Expenses that are identified in writing to the Purchaser at least three Business Days before the Closing Date, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause each Person to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause whom such Transaction Expenses are to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent the Indemnity Escrow Amount for deposit into an escrow account (the “Purchase Price Adjustment Indemnity Escrow Account”) ), and the Shareholder Representative Escrow Amount for deposit into a separate account (the “Shareholder Representative Escrow Account”), established pursuant to the terms of the Escrow Agreement; (e) each Shareholder shall deliver to the Purchaser shall pay, on behalf one or more certificates representing the number of shares of Common Stock held by such Shareholder as of immediately before the Company, all Transaction Expenses Effective Time or Affidavits of Lost Certificate in form and substance reasonably satisfactory to each Person who is owed a portion thereof;the Purchaser; and (f) the Purchaser shall deliver to Purchaser, the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the PurchaserMerger Sub, the Company and the Sellers Shareholder Representative (on behalf of the Shareholders) shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, by wire transfer of immediately available funds to the account(s) designated by the SellersSeller; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (dc) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ed) the Purchaser shall pay, on behalf of the CompanySeller, all Transaction Expenses to each Person who is owed a portion thereof; (e) Seller shall deliver to the Purchaser (i) stock certificates (or similar evidence) representing all of the Shares, which Shares shall constitute all of the issued and outstanding Equity Interests of the Company at Closing, free and clear of all Liens (other than those arising pursuant to applicable securities Laws), with blank transfer forms endorsed or stock powers executed in proper form for transfer, and with any required stock transfer stamps affixed thereto, and (ii) indirectly through its transfer of the Company at Closing, ownership of all issued and outstanding Equity Interests of each direct or indirect Subsidiary of the Company set forth on the Capitalization Schedule, free and clear of all Liens (other than those arising pursuant to applicable securities Laws); and (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IVARTICLE III hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: : (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PricePaying Agent the Closing Residual Cash Consideration (less the Special Vesting Class B Escrow Amount), as determined in accordance with Sections 1.02 and 1.04, by wire transfer of immediately available funds to the account(s) one or more accounts designated by the Sellers; Paying Agent to the Purchaser; (bc) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause deliver to be paid, the Representative (on behalf of each Unitholder) the Company, the Non-Voting MRPS Redemption Holdback Amount, by wire transfer of immediately available funds to the account(s) one or more accounts designated by the Representative to the Purchaser; (d) the Purchaser shall deposit (i) $5,000,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “ Escrow Agreement”), by and among the Purchaser, the Representative and ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and (ii) $25,000,000 (the “Indemnity Escrow Amount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; 9 (e) the Purchaser shall deposit the Special Vesting Class B Escrow Amount into an escrow account established pursuant to the terms and conditions of the Escrow Agreement; (f) the Company shall deliver to the Purchaser payoff letters, which shall be reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on the Indebtedness Payoff Schedule, and shall make arrangements reasonably satisfactory to the Purchaser for each such Non-Voting MRPS Shares; holder of Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing; (cg) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary required to be paid under the payoff letters delivered pursuant to Section 2.02(f) in order to fully discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule owed to the Persons thereunder, by wire transfer of immediately available funds to the account(s) accounts designated by the holders of in such Indebtedness; payoff letters; (dh) the Purchaser shall deliver Purchaser, the Purchase Price Adjustment Escrow Amount to Company and the Escrow Agent for deposit into an escrow account Representative (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms on behalf of the Escrow Agreement; Unitholders) shall make such other deliveries as are required by Article 3 hereof; (ei) the Purchaser shall pay, on behalf of the CompanyUnitholders and the Company and its Subsidiaries (as applicable), all the Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Expenses, by wire transfer of immediately available funds to the respective account(saccounts designated on the Transaction Expenses Schedule; and (j) designated either (i) the Company shall deliver to the Purchaser a certificate, duly completed and executed pursuant to Section 1.1445-11T(d)(2) of the Treasury Regulations, certifying that fifty percent or more of the value of the gross assets of the Company does not consist of United States real property interests, or that ninety percent or more of the value of the gross assets of the Company does not consist of United States real property interests plus cash or cash equivalents, or (ii) each Unitholder shall deliver to Purchaser a non-foreign affidavit dated as of the Closing Date in form and substance as required by the Treasury Regulations issued pursuant to Code Section 1445 stating that such SubsidiariesUnitholder is not a “foreign person” as defined in Code Section 1445. ARTICLE 3 CONDITIONS TO CLOSING 3.01 Conditions to the Purchaser’s and the Merger Sub’s Obligations. The obligations of the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser and the Merger Sub in writing) of the following conditions as of the Closing: (a) (i) The representations and warranties set forth in the first two sentences of Section 4.01, the first three sentences of Section 4.02, the first sentence, the last sentence and subsection (i) of the second sentence of Section 4.03, the first three sentences and the second to last sentence of Section 4.04 and Section 4.19 of this Agreement shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) in all material respects as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such 10 representations and warranties, (ii) the other representations and warranties set forth in Article 4 (other than those representations and warranties that address matters as of particular dates) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, and (iii) the other representations and warranties set forth in Article 4 that address matters as of particular dates shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of such dates, except where the failure of such representations and warranties referenced in the immediately preceding clauses (ii) and (iii) to be so true and correct has not had and would not have a Material Adverse Effect; and (b) The Company shall have performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated, and all other similar antitrust and competition approvals required in order to consummate the transactions contemplated by this Agreement shall have been obtained; (d) No judgment, decree or order shall have been entered and not withdrawn, and no provision of applicable Law shall be in effect, which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) The Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement; (f) If not sold to a third party prior to such time, the Company shall have transferred title to the processing facility located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, California (“West Plant”) from the Company and/or its Subsidiary which is the current record owner thereof to the Representative or an Affiliate thereof; (g) The Company (or the PurchaserRepresentative) shall have delivered to the Purchaser each of the following: (i) a certificate executed by an officer of the Company, dated as of the Closing Date, stating that the preconditions specified in Sections 3.01(a), (b) and (i) have been satisfied; (ii) certified copies of the charter and bylaws (or similar organizational documents) of the Company and each of its Subsidiaries; (iii) a copy of the Sellers shall make such other deliveries as are required resolutions of the Consenting Unitholders of the Company approving this Agreement and the consummation of the transactions contemplated by Article IV.this Agreement (the “Unitholder Consent”) (which has been delivered to the Purchaser concurrently with the execution of this Agreement); and 11

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Blocker I Seller shall deliver, or cause to be delivered, to the Blocker Purchaser all of the issued and outstanding Blocker I Equity, free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (b) the Blocker II Seller shall deliver, or cause to be delivered, to the Blocker Purchaser all of the issued and outstanding Blocker II Equity, free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (c) the Blocker III Seller and the Blocker IV Seller shall deliver, or cause to be delivered, to the Blocker Purchaser (i) all of the Direct Sale Units and (ii) all of the issued and outstanding Blocker III Equity, free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (d) the Blocker IV Seller shall deliver, or cause to be delivered, to the Blocker Purchaser all of the issued and outstanding Blocker IV Equity, free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (e) the Blocker V Seller shall deliver, or cause to be delivered, to the Blocker Purchaser all of the issued and outstanding Blocker V Equity, free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (f) the Blocker VI Seller shall deliver, or cause to be delivered, to the Blocker Purchaser all of the issued and outstanding Blocker VI Equity, free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (g) the Company and the Merger Sub shall cause a duly executed copy of the Certificate of ▇▇▇▇▇▇ to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger; (h) the Purchaser shall deliver or cause to be delivered to the Paying Agent the following: (i) an aggregate amount equal to the Blocker Sellers’ Closing Consideration and the Direct Sale Consideration (for distribution by the Paying Agent to the Blocker Sellers and Direct Seller as determined in accordance with Section 2.01) and (ii) an aggregate amount equal to the Unitholders’ Closing Consideration (for distribution by the Paying Agent to each Seller such Seller’s Allocation Percentage of Unitholder (other than the Estimated Purchase PriceBlockers and other than with respect to the Direct Sale Units)), in each case by wire transfer of immediately available funds to the account(s) designated by the SellersPaying Agent; (bi) the Company Purchaser shall redeem deliver or cause to be redeemed delivered an amount equal to the Non-Voting MRPS Shares consistent with Adjustment Escrow Amount to the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption AmountEscrow Agent, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesEscrow Account; (cj) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ek) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses (other than Transaction Expenses that are compensatory payments to employees or other service providers of the Company or its Subsidiaries) to each Person who that is owed a portion thereof; (fl) the Purchaser shall deliver to the Subsidiaries the Bonus Representative Holdback Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiariesthe Representative; (m) The Company shall deliver to the Purchaser the Payoff Letters and UCC-3 financing statements with respect thereto terminating all Liens arising in connection with the Credit Facilities, in each case, duly executed and delivered by the required parties under the Credit Facilities; and (gn) the Purchaser, the Company and the Sellers parties hereto shall make such other deliveries as are required by Article IV.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall will consummate the following transactions (the "Closing Transactions") on the Closing Date: (a) the Purchaser shall deliver Company and Merger Sub will cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.03, Parent will deposit, or cause to be delivered deposited, by wire transfer of immediately available funds, into a custodial account established pursuant to each Seller such Seller’s Allocation Percentage the terms and conditions of a paying agent agreement in a form to be mutually agreed upon among the Estimated Purchase PriceRepresentative, Parent and the Paying Agent (the "Paying Agent Agreement"), an amount (to be paid out in accordance with Section 1.03) equal to (i) the Merger Consideration (as determined in accordance with Section 1.02), minus (ii) the Option Merger Consideration; (c) Parent will deposit, or cause to be deposited with the Company, by wire transfer of immediately available funds, an amount equal to the Option Merger Consideration, to be paid out in accordance with Section 1.04; (d) Parent will pay, or cause to be paid, an amount equal to the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the account(s) designated by the SellersAdjustment Escrow Account; (be) the Company shall redeem or cause will deliver to be redeemed Parent payoff letters with respect to the Non-Voting MRPS Shares consistent with the terms and conditions Indebtedness set forth in the Company Bylaws, on Schedule 2.01(e) and the Purchaser shall pay, or cause will make arrangements reasonably satisfactory to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder Parent for holders of such Non-Voting MRPS SharesIndebtedness to deliver all related Lien releases to Parent as soon as practicable after the Closing; (cf) the Purchaser shall Parent will repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Indebtedness Schedule 2.01(e), by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness in the related payoff letters, which payoff letters shall be in form and substance reasonably satisfactory to Parent; (dg) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount Parent will pay, or cause to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall paybe paid, on behalf of the CompanyStockholders, all Optionholders and the Company and its Subsidiaries (as applicable), the unpaid Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds as directed by the Representative; (h) Parent will pay an amount equal to the respective account(s) designated by such SubsidiariesRepresentative Reserve Fund to the Representative; and (gi) the PurchaserParent, the Company and the Sellers shall Representative (on behalf of the Stockholders and Optionholders) will make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser shall make the following payments: (i) the Purchaser shall deliver to the Seller Representative (on behalf of and for delivery to the Sellers) the Preliminary Purchase Price by wire transfer of immediately available funds to one or cause more accounts designated by the Seller Representative to the Purchaser at least three (3) Business Days prior to the anticipated Closing Date; (ii) the Purchaser shall repay, on behalf of the Acquired Companies, all amounts required to be paid under the payoff letters delivered pursuant to each Seller such Seller’s Allocation Percentage of Section 1.04(c) in order to fully discharge the Estimated Purchase PriceIndebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the account(saccounts designated in such payoff letters, which the parties hereto agree shall be treated for Tax purposes (A) designated in the case of amounts paid with respect to the Holdco Seller’s pro rata share of any Indebtedness of Holdco or any of its Subsidiaries, as if the Purchaser paid such amounts to the Holdco Seller as part of the Purchase Price paid for the Purchased Holdco Interests and the Holdco Seller contributed such amounts to Holdco to fund the repayment by Holdco of such Indebtedness, (B) in the Sellerscase of Syntron Corp’s pro rata share of any Indebtedness of Holdco or any of its Subsidiaries, as if the Purchaser paid such amounts to the Corp Sellers as part of the Purchase Price paid for the Purchased Syntron Corp Interests and each Corp Seller contributed its pro rata share of such amounts to Syntron Corp for subsequent contribution by Syntron Corp to Holdco to fund the repayment by Holdco of such Indebtedness, and (C) in the case of amounts paid with respect to Indebtedness of Syntron Corp, as if the Purchaser paid such amounts to the Corp Sellers as part of the Purchase Price paid for the Purchased Syntron Corp Interests and each of the Corp Sellers contributed its pro rata share of such amounts to Syntron Corp to fund the repayment by Syntron Corp of such Indebtedness; (biii) the Company Purchaser shall redeem or cause deposit the Adjustment Escrow Amount into the Adjustment Escrow Account, the Indemnity Escrow Amount into the Indemnity Escrow Account and, if applicable, the Interim Breach Escrow Amount into the Interim Breach Escrow Account, each such account established pursuant to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth of an escrow agreement, substantially in the Company Bylawsform of Exhibit A attached hereto (the “Escrow Agreement”), by and among the Purchaser, the Seller Representative and U.S. Bank National Association, as escrow agent (the “Escrow Agent”), to be held for the purpose of securing the obligations of the Seller Representative and the Securityholders in Section 1.05(d) and Article 11; (iv) the Purchaser shall pay, or cause to be paid, on behalf of the CompanyAcquired Companies, the Non-Voting MRPS Redemption AmountEstimated Transaction Expenses, by wire transfer of immediately available funds to the account(saccounts designated on the Transaction Expenses Schedule; provided that any amounts treated as wages for income or employment Tax purposes (including, without limitation, the Option Surrender Payments) designated shall be paid to the applicable Acquired Company, which shall pay such amounts, less applicable withholding Taxes, to the applicable recipient through its payroll system no later than five (5) Business Days after the Closing Date; and (v) the Purchaser shall deliver to the Seller Representative, by wire transfer of immediately available funds, an amount equal to $1,000,000 (the “Representative Expense Amount”), for the Seller Representative to hold in the Representative Expense Account and disburse in accordance with the terms of this Agreement; (b) in accordance with the terms and subject to the conditions of the Option Surrender Agreements and this Agreement but without duplication of amounts payable pursuant to Section 1.04(a)(iv), at the Closing, in consideration for the payments specified in the Option Surrender Agreements, paid by or on behalf of Holdco through its payroll system to each Optionholder who has complied with the terms of the applicable Option Surrender Agreement, net of any applicable withholding Tax (each, an “Option Surrender Payment”), each Optionholder shall surrender for cancellation all Options held by such Optionholder. At the Closing, each unexercised Option shall be, by virtue of the consummation of the transactions contemplated by this Agreement and without any action on the part of the parties hereto, cancelled, terminated and shall no longer be exercisable by the former holder thereof for any equity interests of such Non-Voting MRPS SharesHoldco. Syntron Corp’s and Holdco’s manager or board of managers, as applicable, shall adopt the necessary resolutions and take all other actions necessary to effect the treatment of the Options contemplated by this Section 1.04(b). Subject to compliance with the terms of the applicable Option Surrender Agreements, the Option Surrender Payments payable at the Closing shall be paid as provided in Section 1.04(a)(iv); (c) the Seller Representative shall deliver to the Purchaser payoff letters, in form and substance reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on Schedule 1.04(c) (the “Repaid Indebtedness”), which shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance include a complete release of all Liens, liabilities and other obligations with respect to such Indebtedness identified on and authorization to file UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any Lien, in each case, effective upon the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders discharge of such IndebtednessIndebtedness at the Closing; (d) the Purchaser Seller Representative shall deliver the Purchase Price Adjustment Escrow Amount also deliver, or cause to be delivered, to the Escrow Agent Purchaser each of the following: (i) equity interest assignments, in form and substance reasonably satisfactory to the Purchaser, duly executed by the Sellers effecting the transfer of the Purchased Interests to the Purchaser (or one of the Purchaser’s Subsidiaries designated by the Purchaser); (ii) a certificate executed by an authorized officer or an authorized director of each of Syntron Corp and Holdco, in form and substance reasonably acceptable to the Purchaser, dated as of the Closing Date, stating that the preconditions specified in Sections 2.01(a), 2.01(b), 2.01(c) and 2.01(e) have been satisfied; (iii) a certificate of the Secretary (or officer with equivalent responsibilities) of each of Syntron Corp and Holdco, in form and substance reasonably satisfactory to the Purchaser, dated as of the Closing Date and attaching: (A) a copy of the certificate of formation of each of Syntron Corp and Holdco, as applicable, certified by the Secretary of State of the State of Delaware not more than ten (10) Business Days prior to the Closing Date; (B) a certificate of good standing of Syntron Corp and Holdco, as applicable, certified by the Secretary of State of the State of Delaware and issued not more than ten (10) Business Days prior to the Closing Date; (C) a copy of the limited liability company agreement of each of Syntron Corp and Holdco, as applicable; (D) a copy of the resolutions duly adopted by each of Syntron Corp’s and Holdco’s manager or board of managers, as applicable, authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby; and (E) in the case of Holdco, a copy of the resolutions duly adopted by Holdco’s board of managers providing for deposit into an escrow account the termination and cancellation of all outstanding Options in accordance with the terms of this Agreement and the Option Surrender Agreements, effective immediately prior to the Closing; (iv) evidence that Holdco has terminated Holdco’s 401(k) Plan, if and to the extent required under Section 6.06, prospectively effective no later than the day prior to the Closing Date; (v) evidence that all contracts and other arrangements listed on Schedule 1.04(d)(v) have been terminated on terms reasonably satisfactory to the Purchaser; (vi) copies of resignations or removals, effective as of the Closing and in form and substance reasonably satisfactory to the Purchaser, of each director, officer and manager of each Acquired Company (other than any such resignations which the Purchaser designates, by written notice to the Seller Representative, as unnecessary); (vii) instruments in a form reasonably satisfactory to the Purchaser evidencing (A) the consummation of the Restructuring Transactions not less than one (1) calendar day prior to the Closing Date, but not prior to January 1, 2019, and (B) the distribution to the Holdco Seller of the capital stock of Technisys, Inc. prior to the Restructuring Transactions (the “Purchase Price Adjustment Escrow AccountDistribution”); and (viii) established pursuant to the terms a copy of a CD or DVD-ROM containing a true, correct and complete copy of the Escrow Agreement;Acquired Companies’ electronic data room for “Project Surf” hosted by Intralinks as of the date hereof and as of the Closing. (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries Seller Representative each of the Bonus Amount following: (for distribution i) a certificate executed by an officer of the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds Purchaser, in form and substance reasonably acceptable to the respective account(sSeller Representative, dated as of the Closing Date, stating that the preconditions specified in Sections 2.02(a), 2.02(b) designated by such Subsidiariesand 2.02(d) have been satisfied; and (gii) a copy of the resolutions duly adopted by the Purchaser’s board of directors (or equivalent governing body) authorizing the execution, the Company delivery and performance of this Agreement and the Sellers shall make such other deliveries as are required by Article IVconsummation of the transactions contemplated hereby.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger; (b) in accordance with Section 1.03, the Parent shall deliver the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of vested In-the-Money Options, by wire transfer of immediately available funds to the account designated in writing by the Company; (c) the Parent shall deposit the Escrow Amount into the Escrow Account in accordance with the Escrow Agreement; (d) the Parent shall deliver the Holdback Amount to the Representative pursuant to Section 10.01(f); (e) subject to the Company delivering to Parent payoff letters and Lien releases as described in Section 5.05, the Parent shall repay, or cause to be delivered to each Seller such Seller’s Allocation Percentage repaid, on behalf of the Group Companies, all amounts necessary to discharge the Estimated Purchase Price, Indebtedness in such payoff letters by wire transfer of immediately available funds to the account(s) designated by of the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions obligees as set forth in the Company Bylaws, Estimated Closing Statement; (f) the Parent and the Purchaser Company shall make such other deliveries as are required by Article VII hereof; (g) the Parent shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, Estimated Transaction Expenses set forth in the Estimated Closing Statement by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof obligees as set forth on in the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such SubsidiariesEstimated Closing Statement; and (gh) the Purchaser, Parent shall pay (directly or through the Company and Paying Agent) that portion of the Sellers shall make such other deliveries as are required by Article IVStock Merger Consideration that is payable on the Closing Date pursuant to Section 1.04.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Sellers shall deliver to the Purchaser all of the certificates, if any, evidencing the Units, accompanied by duly executed unit powers or other applicable forms of assignment and transfer; (b) the Purchaser shall deliver or cause to be delivered to each Seller an amount equal to such Seller’s Allocation Percentage 's Pro Rata Share of the Estimated Purchase PriceClosing Cash Proceeds in respect of such Seller's Common Units, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesSeller; (c) the Purchaser shall deliver to the Company an amount equal to the Closing Phantom Award Amount for distribution by the Company to each Phantom Award Recipient of an amount equal to such Phantom Award Recipient's Applicable Phantom Award Portion through the payroll processing system of the Company in accordance with the Company's payroll processes and procedures; (d) the Purchaser shall deliver to the Company an amount equal to the Closing Option Amount for distribution by the Company to each Optionholder of an amount equal to such Optionholder's Applicable Option Portion through the payroll processing system of the Company in accordance with the Company's payroll processes and procedures; (e) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and or its Subsidiaries, as applicable, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (df) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “"Purchase Price Adjustment Escrow Account”") established pursuant to the terms of the Escrow Agreement; (eg) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses (other than Transaction Expenses that are compensatory payments to employees or other service providers of the Company or its Subsidiaries, if any) to each Person who is owed a portion thereof; (fh) the Purchaser shall deliver to the Subsidiaries Company an aggregate amount equal to all Transaction Expenses that are compensatory payments to employees or other service providers of the Bonus Amount (Company or its Subsidiaries, if any, in each case, for distribution by the Subsidiaries Company to each respective employee who is owed a portion thereof as set forth on such employees or other service providers through the Bonus payroll processing system of the Company in accordance with the Company's payroll processes and procedures; (i) the Purchaser shall deliver the Representative Holdback Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by the Representative; (j) the Company shall deliver to the Purchaser the Consulting Termination Agreement in the form attached hereto as Exhibit C, duly executed by the Sun Consultant and StonePoint Materials LLC; (k) the Company shall deliver to Purchaser a certificate of good standing (or its equivalent), dated not more than ten (10) days prior to the Closing Date, with respect to the Company and its Subsidiaries, in each instance, issued by the Secretary of State (or its equivalent) of the applicable jurisdiction of organization of such SubsidiariesPerson; (l) the Company shall deliver to the Purchaser copies of resolutions of the Company's Board of Managers approving the termination of the Company 401(k) Plan one Business Day prior to Closing contingent upon the consummation of the transaction contemplated by this Agreement; and (gm) the Purchaser, the Company and the Sellers parties hereto shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on at or prior to the Closing DateClosing: (a) the Purchaser Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04, Parent shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage holder of a Certificate surrendered to Parent at least three (3) Business Days prior to the Closing, together with a duly completed and executed Letter of Transmittal, the payment required with respect thereto pursuant to Section 1.04, by wire transfer of immediately available funds to the account designated in the applicable Letter of Transmittal; (c) in accordance with Section 1.03, Parent shall deliver the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the Estimated Purchase Priceholders of In-the-Money Options, by wire transfer of immediately available funds to the account designated in writing by the Company; (d) in accordance with Section 1.05, Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the SellersRepresentative; (be) Parent shall deposit the Company Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account; (f) Parent shall redeem deposit the Indemnification Escrow Amount into the Indemnification Escrow Account; (g) subject to Section 5.05, Parent shall repay, or cause to be redeemed repaid, on behalf of the Non-Voting MRPS Shares consistent Group Companies, the Payoff Amount, by wire transfer of immediately available funds to the account(s) designated in the Payoff Letter; (h) Parent shall deliver to the Company: (i) the Escrow Agreement, duly executed by Parent; (ii) a certificate of an authorized officer of Parent and Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Sections 8.02(a) and 8.02(b) have been satisfied; (iii) certified copies of resolutions of the requisite holders of the voting shares of Merger Sub approving the consummation of the transactions contemplated by this Agreement; and (iv) certified copies of the resolutions duly adopted by Parent’s Board of Directors (or its equivalent governing body) and Merger Sub’s Board of Managers authorizing the execution, delivery and performance of this Agreement. (i) Representative shall deliver to Parent the Escrow Agreement, duly executed by Representative; (j) The Company shall deliver to Parent: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 8.01(a) and 8.01(b) have been satisfied; (ii) certified copies of resolutions of the requisite shareholders of the Company for the Shareholder Approval approving the consummation of the transactions contemplated by this Agreement (the “Written Consent”); (iii) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, which certificate shall be in compliance with the terms and conditions requirements set forth in Treasury Regulations Section 1.1445-2(c)(3)(i), along with the Company Bylawsnotifications required under Treasury Regulation Sections 1.897-2(h)(2); and (iv) certified copies of resolutions duly adopted by the Company’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the Purchaser consummation of all transactions contemplated hereby and thereby; and (k) Parent shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, Transaction Expenses by wire transfer of immediately available funds to the account(s) designated as directed by the holder of Representative, as such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as are set forth on in the Bonus Amount Schedule) by wire transfer of immediately available funds pay-off, termination and discharge letters, in form and substance reasonably satisfactory to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVParent.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deposit Five Million Dollars ($5,000,000) (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Purchase Price Adjustment Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Purchase Price Adjustment Escrow Agreement”) by and among the Purchaser, the Representative and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit D; (c) the Purchaser shall deposit Ten Million Dollars ($10,000,000) (the “Indemnity Escrow Amount,” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Indemnity Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Indemnity Escrow Agreement”) by and among the Purchaser, the Representative and the Escrow Agent, substantially in the form of Exhibit E; (d) in accordance with Section 2.04 (Investment Transactions) and subject to Section 2.06 (Required Withholding), the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage holder of Investment Preferred Stock and each Investment Optionholder his, her or its respective portion of the Estimated Purchase PriceInvestment Transactions Amount (as determined in accordance with Section 2.04(a) (Investment Transactions)), by wire transfer of immediately available funds to the account(s) designated by accounts set forth on the SellersSellers Schedule; (be) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent in accordance with the terms and conditions set forth in the Company BylawsSection 1.03 (Exchange of Certificates; Lost Certificates), and the Purchaser shall pay, or cause deliver to be paid, on behalf each holder of Company Preferred Stock such holder’s portion of the Company, the Non-Voting MRPS Redemption AmountPreferred Stock Merger Consideration (as determined in accordance with Section 1.02(a) (Conversion of Capital Stock)), by wire transfer of immediately available funds to the account(s) designated by accounts set forth on the holder of such Non-Voting MRPS SharesSellers Schedule; (cf) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Preferred Optionholder such Preferred Optionholder’s portion of the Preferred Option Merger Consideration (as determined in accordance with Section 1.04(b) (Options)), by wire transfer of immediately available funds to the account set forth on the Sellers Schedule; (g) in accordance with Section 1.05 (Representative Holdback), the Purchaser shall deliver the Representative Holdback Amount to the Representative by wire transfer of immediately available funds; (h) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified listed on the Indebtedness Schedule Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness (it being agreed that all Indebtedness not repaid pursuant to this Section 2.03(h) shall remain an obligation of the Surviving Corporation or its Subsidiaries after the Closing); and the Company shall deliver to the Purchaser prior to the Closing Date appropriate payoff letters from the holders of Indebtedness listed on the Indebtedness Schedule and shall make arrangements reasonably satisfactory to the Purchaser for such holders of Indebtedness listed on the Indebtedness Schedule to deliver all related Lien releases to the Purchaser at the Closing; (di) simultaneously with the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) Closing, the Purchaser shall pay, or cause to be paid, on behalf of the CompanySellers or the Company (as applicable), all the Estimated Transaction Expenses to each Person who is owed a portion thereofby wire transfer of immediately available funds as directed by the Representative; (fj) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Common Stock (other than with respect to Dissenting Shares) such holder’s portion of the Subsidiaries Closing Residual Consideration (as determined in accordance with Section 1.02(b) (Conversion of Capital Stock)) less such holder’s portion of the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) Representative Holdback Amount, by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiariesaccount set forth on the Sellers Schedule; and (gk) the Purchasersubject to Section 2.06 (Required Withholding), the Company and Purchaser shall deliver to each Common Optionholder such Common Optionholder’s Closing Common Option Consideration (as determined in accordance with Section 1.04(a) (Options)) less such Optionholder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds to the account set forth on the Sellers shall make such other deliveries as are required by Article IVSchedule.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on (the “Closing DateTransactions”) at the Closing: (a) the Purchaser Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04, the Parent shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Closing Payment Amount set forth on the Estimated Purchase PriceClosing Statement to the Representative, by wire transfer of immediately available funds to the account(s) designated in writing by the SellersRepresentative; (bc) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent in accordance with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the CompanySection 1.05, the Non-Voting MRPS Redemption Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the holder of such Non-Voting MRPS SharesRepresentative; (cd) the Purchaser Parent shall deposit the General Indemnity Escrow Amount into the General Indemnity Escrow Account, the Tax Indemnity Escrow Amount into the Tax Indemnity Escrow Account, the Litigation Indemnity Escrow Amount into the Litigation Indemnity Escrow Account, the Appraisal Indemnity Escrow Amount into the Appraisal Indemnity Escrow Account and the Adjustment Escrow Amount into the Adjustment Escrow Account, each in accordance with the Escrow Agreement; (e) the Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesGroup Companies, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on under the Indebtedness Schedule Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (df) the Purchaser The Company shall deliver to the Purchase Price Adjustment Parent a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (g) The Company shall deliver to the Parent the Escrow Amount to Agreement duly executed by the Escrow Agent for deposit into an escrow account (and the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow AgreementRepresentative; (eh) The Parent shall deliver to the Company the Escrow Agreement duly executed by the Parent; and (i) the Purchaser Parent shall pay, or cause to be paid, on behalf of the Company, all the Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds as directed by the Representative, other than any amounts pursuant to the respective account(s) designated Transaction Bonus Plan that do not become payable until after the Closing Date (which amounts shall be paid or cause to be paid by the Parent pursuant to Section 6.06(b)). In the event that the Preferred Shareholders are entitled to receive distributions from an Escrow Account or pursuant to Section 1.05, such Subsidiaries; and (g) amounts shall be reduced by the Purchaser, amount of any additional payments due under the Transaction Bonus Plan on account of such distributions and delivered to the Surviving Company for distribution to the participants of the Transaction Bonus Plan and the Sellers shall make such other deliveries as are required by Article IVremainder delivered to the Representative for distribution to the Preferred Shareholders in accordance with this Agreement.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser shall deliver deliver, or cause to be delivered delivered, to each Seller such the Seller’s Allocation Percentage of , an amount equal to the Estimated Purchase PriceClosing Cash Proceeds, by wire transfer of immediately available funds to the account(s) designated by the SellersSeller; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule (the "Payoff Indebtedness") by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness pursuant to and in accordance with the Debt Payoff Letters; (c) the Purchaser shall pay, or cause to be paid, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; provided that all compensatory payments to the Company's or its Subsidiaries' employees shall be made through payroll on the first payroll date following the Closing; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “"Purchase Price Adjustment Escrow Account”") established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the "Indemnification Escrow Account") established pursuant to the terms of the Company, all Transaction Expenses to each Person who is owed a portion thereof;Escrow Agreement; and (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers parties hereto shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser shall deliver to the Seller the Preliminary Purchase Price by wire transfer of immediately available funds to the account set forth on Exhibit A; (b) the Purchaser shall deposit an amount equal to $1,500,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of the certain escrow agreement, a copy of which is attached hereto Exhibit B (the “Escrow Agreement”), dated as of even date herewith, by and among the Purchaser, the Seller and Citibank, N.A., as escrow agent (the “Escrow Agent”); (c) the Seller shall deliver to the Purchaser a written instrument of transfer duly executed by the Seller; (d) the Seller or cause the Company, as applicable, shall deliver to be delivered to the Purchaser each Seller such of the following: (i) a certified copy of the Organizational Documents of the Company; (ii) copies of the resolutions duly adopted by the Company’s board of directors and the Seller’s Allocation Percentage general partner authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby; (iii) the Escrow Agreement, duly executed by the Escrow Agent and the Seller; (iv) evidence that the Company’s engagement letter with Evercore Inc. has been assigned to the Seller effective as of 11:59 p.m. prevailing Eastern Time on the Closing Date; (v) evidence that the contracts set forth on Schedule 1.04(d)(v) have been assigned to the Company or a Subsidiary of the Company; and (vi) duly executed resignation letters, dated as of the date of this Agreement and effective as of the Closing, from each member of the board of directors, managers or equivalent governing body of each of the Persons set forth on Schedule 1.04(d)(vi). (e) the Purchaser shall deliver to the Seller each of the following: (i) a copy of the resolutions duly adopted by the Purchaser’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (ii) the Escrow Agreement, duly executed by the Escrow Agent and the Purchaser; and (f) the Purchaser shall pay, on behalf of the Seller or the Company (as applicable), the Estimated Purchase PriceTransaction Expenses (including, for the avoidance of doubt, any bonuses or similar payments to employees of the Company or any of its Subsidiaries that constitute Transaction Expenses) to the payees set forth on Exhibit A, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions accounts set forth in next to the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf name of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as applicable payee set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IV.Exhibit A.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser Sellers shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage the Purchaser all of the Estimated Purchase Pricecertificates, if any, evidencing the Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by wire transfer duly executed stock powers or other applicable forms of immediately available funds to the account(s) designated by the Sellersassignment and transfer; (b) the Company Sellers shall redeem or cause deliver to be redeemed the Non-Voting MRPS Shares consistent with Purchaser the terms and conditions set forth in Warrant Cancellation Agreement, duly executed by the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesFalcon; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule (the “Payoff Amount”) by wire transfer of immediately available funds to the account(s) designated in writing by the holders of such IndebtednessIndebtedness pursuant to and in accordance with the Payoff Letters; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses (other than Transaction Expenses that are compensatory payments to employees or other service providers of the Company or its Subsidiaries) to each Person who is owed a portion thereof; (f) the Purchaser shall pay to the Company, for further distribution to and by the Company’s and it Subsidiaries’ payroll provider in accordance with the Company’s payroll processes and procedures, all Transaction Expenses that are compensatory payments to employees or other service providers of the Company or its Subsidiaries, and in each case, cause the Company or its Subsidiaries, as applicable, to withhold any Tax amounts required to be withheld under applicable Law with respect to such payments in accordance with Section 2.07; (g) the Purchaser shall, pursuant to the Award Agreements (as defined in the Transaction Bonus Plan) entered into prior to Closing under the Transaction Bonus Plan, copies of which shall be made available to the Purchaser by the Seller Representative, deliver to the Subsidiaries Company the Transaction Bonus Amount Pool (for distribution by the Subsidiaries Company to each respective employee Participant under the Transaction Bonus Plan who is owed a portion thereof as set forth on the Bonus Amount Schedulein accordance with their respective Award Agreements) by wire transfer of immediately available funds to the respective account(s) designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date; (h) the Purchaser shall deliver the Seller Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative; (i) after taking into account the payments and deliveries set forth in Sections 2.03(c) through (h), the Purchaser shall pay, or cause to be paid, to each Seller and Falcon, such SubsidiariesPerson’s applicable Series B Share or Closing Series A/C Share of the Estimated Closing Cash Proceeds as set forth on the Payment Schedule, in each case, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date; (j) the Sellers shall deliver, or cause to be delivered, to the Purchaser evidence of the transfer, conveyance, and assignment by EBS to WSI of all of EBS’s right, title and interest in and to the “▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇,” domain name; and (gk) the Purchaser, the Company and the Sellers parties hereto shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Seller shall deliver to the Purchaser evidence of assignment of the Interests to the Purchaser, free and clear of all Liens; (b) the Purchaser shall deliver pay, or cause to be delivered paid, to each the Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, Price by wire transfer of immediately available funds to the account(s) designated by the SellersSeller (which account(s) and the amounts payable to the Seller with respect to each Interest shall be designated by the Seller to the Purchaser in writing at least two Business Days before the Closing Date); (bc) the Company shall redeem deliver to the Purchaser appropriate payoff letters from the holders of Indebtedness set forth on Schedule 1.4(c) (the “Payoff Letters”) (which Payoff Letters shall be delivered at least three Business Days before the Closing Date in form reasonably satisfactory to the Purchaser, and each of which shall (i) specify all amounts of Indebtedness owed to such holder, as well as any other amounts required to fully pay off all such Indebtedness on the Closing Date, and (ii) agreeing that, upon such holder’s receipt of the applicable payoff amount, (A) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Indebtedness shall be repaid and discharged in full and (B) any Liens such lender or holder may have in connection therewith shall automatically be released and terminated in full) and shall make customary arrangements for such holders of Indebtedness to deliver all evidence of related Lien releases to the Purchaser as soon as practicable after the Closing; (d) the Purchaser shall repay, or cause to be redeemed repaid, on behalf of the Non-Voting MRPS Shares consistent with Company, all amounts necessary to discharge fully the terms and conditions then outstanding balance of all Indebtedness set forth on Schedule 1.4(d), by wire transfer of immediately available funds to the account(s) designated in the Company BylawsPayoff Letters; (e) the Purchaser shall pay, and or cause to be paid, the Adjustment Escrow Amount by wire transfer of immediately available funds to the Escrow Agent; (f) the Purchaser shall pay, or cause to be paid, on behalf of the Company, all amounts necessary to discharge fully the Non-Voting MRPS Redemption Amountthen outstanding balance of all Estimated Transaction Expenses, by wire transfer of immediately available funds funds, to the account(s) designated by the holder of each Person to whom such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause Estimated Transaction Expenses are to be repaid, on behalf of paid; provided that any amounts treated as wages for income Tax purposes shall be paid to the Company and or its Subsidiariesapplicable Subsidiary, all amounts necessary which shall pay such amounts, less any applicable withholding Taxes, to discharge fully the then-outstanding balance of all Indebtedness identified such recipients through its payroll system on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such SubsidiariesClosing Date; and (g) the Purchaser, the Company Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IV2.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Company and Merger Sub shall cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger. (b) Parent shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage the Disbursing Agent: (i) an aggregate amount equal to (A) the sum of the Estimated Purchase PricePreferred Unit Merger Consideration and Common Unit Merger Consideration less (B) $100,000,000 (for further distribution by the Disbursing Agent to the holder of the Preferred Units and Common Units of an amount equal to the Preferred Value and Closing Common Unit Value, respectively and in each case, in respect of each Preferred Unit and each Common Unit held by the holder), by wire transfer of immediately available funds to the account(s) designated by the SellersDisbursing Agent; (bii) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Funded Indebtedness identified (for distribution by the Disbursing Agent, on behalf of the Indebtedness Schedule Company or its Subsidiaries, as applicable, to the holders of such Indebtedness) by wire transfer of immediately available funds to the account(s) account designated by the holders of such IndebtednessDisbursing Agent; (diii) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount for distribution by the Disbursing Agent to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (eiv) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Representative Holdback Amount (for distribution by the Subsidiaries Disbursing Agent to each respective employee who is owed a portion thereof as set forth on the Bonus Amount ScheduleRepresentative) by wire transfer of immediately available funds to the respective account(s) account designated by such Subsidiariesthe Disbursing Agent; and (v) all Transaction Expenses (other than Transaction Expenses that are compensatory payments to employees or other service providers of the Company or its Subsidiaries, if any) (for distribution by the Disbursing Agent, on behalf of the Company, to each Person who is owed a portion thereof) by wire transfer of immediately available funds to the account designated by the Disbursing Agent. (c) Parent shall deliver or cause to be delivered to Seller 1,470,589 validly issued, fully paid and non-assessable shares of Cognizant Common Stock (the “Common Stock Consideration”) free and clear of all Liens. (d) Parent shall pay or cause to be paid to an account designated by the Company: (i) an aggregate amount equal to the Optionholders’ Closing Consideration (for distribution by the Company or the applicable Subsidiary through the payroll processing system of the Company or such applicable Subsidiary to each Optionholder (or, for non-employee Optionholders, through the standard accounts payable procedures of the Company or such applicable Subsidiary to such persons) of such holder’s portion of the Estimated Closing Cash Proceeds as determined in accordance with Section 2.04); and (ii) an aggregate amount equal to all Transaction Expenses that are compensatory payments to employees or other service providers of the Company or its Subsidiaries, if any, (in each case, for distribution by the Company or such applicable Subsidiary to such employees or other service providers through the payroll processing system of the Company or such applicable Subsidiary). (e) Parent shall deliver or cause to be delivered to the Company and the Representative a duly executed counterpart of each of the Escrow Agreement, the Disbursing Agent Agreement, and the certificate delivered pursuant to Section 4.02(c). (f) the Company and the Representative shall deliver or cause to be delivered to Parent and Merger Sub, each of the following: (i) a duly executed counterpart of each of the Escrow Agreement, the Disbursing Agent Agreement, Consulting Termination Agreement and the certificates contemplated to be delivered pursuant to Section 4.01(c) and Section 12.08; (ii) duly executed copies of the Reorganization Documents by each of the parties thereto; (iii) duly executed copies of the Payoff Letters issued with respect to the Funded Indebtedness; (iv) duly executed letters of resignation from the directors, officers, and managers of the Company and its Subsidiaries, to the extent employed by, or an equityholder of, any AEI Consultant or any Affiliate thereof (other than the Company and its Subsidiaries), which are each set forth on Annex 7.07 attached hereto; (v) copies of the certificate of good standing (or its equivalent, if applicable) of the Company issued on or within five (5) days prior to the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Company’s organization; (vi) a duly executed certificate of the secretary or an assistant secretary of the Company and each of its Subsidiaries, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: (A) no amendments to the Governing Documents of such Person since the date hereof (expect as expressly provided in this Agreement, including the Reorganization Plan); (B) the current other Governing Documents of such Person; and (C) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of such Person relating to the approval, adoption or performance (as applicable) of this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby; (vii) a duly executed copy of the Consulting Termination Agreement by the Company and the AEI Consultants; (viii) written consent of the board of managers of the Company authorizing and directing the termination of the 401(k) Plans; (ix) the Certificate of ▇▇▇▇▇▇ executed by the Company; (x) evidence that each Optionholder Notice was provided in accordance with Section 7.10; and (xi) the Companies House Authentication Code for each of the UK Subsidiaries. (g) the PurchaserParent, Merger Sub, the Company and the Sellers Representative shall make such other deliveries as are required by Article IV. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, the failure of the Unitholder or any Optionholder to satisfy any of the deliveries set forth in Section 2.03 shall not affect Parent’s obligations to deliver to the Unitholder or any Optionholder (or the Disbursing Agent or the Company for further distribution to such Unitholder or Optionholder, as applicable) the portion of the Merger Consideration to which such other Unitholder or Optionholder is entitled at Closing.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties and Parent shall consummate the following transactions on at the Closing DateClosing: (ai) if the Purchaser Sold Shares are certificated, Seller shall deliver stock certificates (or cause local legal equivalent) evidencing the Sold Shares to be delivered to each sold by Seller such Seller’s Allocation Percentage of duly endorsed in blank, or accompanied by stock powers duly executed in blank, and (ii) if the Estimated Purchase PriceSold Shares are not certificated, by wire transfer of immediately available funds stock powers duly executed in blank with respect to the account(s) designated by the SellersSold Shares; (b) the Company Parent shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paidprovide, on behalf of Buyer, evidence of the Company, issuance of the NonEquity Consideration in book-Voting MRPS Redemption Amount, by wire transfer of immediately available funds entry form to the account(s) designated by the holder of such Non-Voting MRPS SharesSeller; (c) Buyer shall deposit the Purchaser Escrow Amount into the Escrow Account in accordance with the Escrow Agreement; (d) Buyer shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesGroup Companies, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on under the Indebtedness Schedule Credit Agreements as set forth in the Payoff Letters, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) Indebtedness in the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreementapplicable Payoff Letters; (e) the Purchaser shall pay, on behalf each of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company Buyer and the Sellers Seller shall make such other deliveries as are required by Article IVVII hereof; (f) Buyer shall pay, or cause to be paid, on behalf of the Group Companies, the Transaction Expenses set forth in the Estimated Closing Statement, by wire transfer of immediately available funds as directed by Seller at least three (3) Business Days prior to the anticipated Closing Date; and (g) Buyer shall pay the Closing Cash Payment to the account(s) designated by Seller.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) Within 90 days following the Purchaser Closing Date, ANDE shall deliver or cause the amount set forth in Exhibit A attached hereto (the “Capital Contribution”) to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, by wire transfer of Surviving Company in immediately available funds adjusted to reflect the account(s) designated by the SellersClosing Balance Sheet and the, Adjusted Working Capital and CIP Statement calculated and prepared as set forth in Section 1.04(b); (b) Within 90 days following the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company BylawsClosing Date, and the Purchaser shall payANDE will prepare, or cause to be paidprepared, and deliver to Marathon an unaudited Closing Date balance sheet (the “Closing Balance Sheet”) along with all supporting schedules and computations and calculation of Adjusted Working Capital and Adjusted CIP (the “Adjusted Working Capital and CIP Statement”). The Closing Balance Sheet shall be prepared in accordance with GAAP applied on behalf a basis consistent with its application in the preparation of the Companyunaudited financial statements used to determine the Capital Contribution, except as otherwise required pursuant to this Agreement, while the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares;Adjusted Working Capital and CIP Statement shall be calculated in accordance with Section 1.04(c). (c) Upon receipt from ANDE, Marathon shall have 15 days to review the Purchaser Adjusted Working Capital and CIP Statement (the “Review Period”). At all times during the Review Period, ANDE shall repaymake information and personnel reasonably available to Marathon to provide information and answer questions regarding the computation of the Closing Date Balance Sheet and Adjusted Working Capital and Adjusted CIP. If Marathon disagrees with ANDE's computation of Adjusted Working Capital and Adjusted CIP, or cause to be repaidMarathon may, on behalf or prior to the last day of the Company Review Period, deliver a notice to ANDE (the “Notice of Objection”), which sets forth its objections to ANDE’s calculation of Adjusted Working Capital and its SubsidiariesAdjusted CIP; provided that the Notice of Objection shall include only objections based on (i) non-compliance with the standards set forth in Section 8.01 for the determination of Adjusted Working Capital and Adjusted CIP, all and (ii) mathematical errors in the computation thereof. Any Notice of Objection shall specify those items or amounts necessary with which Marathon disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Marathon's calculation of Adjusted Working Capital and Adjusted CIP based on such objections to discharge fully the then-outstanding balance extent that Marathon can based on ANDE’s computations. To the extent not set forth in the Notice of Objection, Marathon shall be deemed to have agreed with ANDE’s calculation of all Indebtedness identified on other items and amounts contained in the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;Adjusted Working Capital and CIP Statement. (d) Unless Marathon delivers the Purchaser Notice of Objection to ANDE within the Review Period, Marathon shall deliver be deemed to have accepted ANDE's calculation of Adjusted Working Capital and Adjusted CIP and the Purchase Price Adjustment Escrow Amount Adjusted Working Capital and CIP Statement shall be final, conclusive and binding. If Marathon delivers the Notice of Objection to ANDE within the Escrow Agent for deposit into Review Period, Marathon and ANDE shall, during the 30 days following such delivery or any mutually agreed extension thereof, use commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Adjusted Working Capital and Adjusted CIP. If, at the end of such period or any mutually agreed extension thereof, Marathon and ANDE are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an escrow account independent accounting firm of national reputation selected by Marathon’s and ANDE’s respective independent certified public accountants (the “Purchase Price Adjustment Escrow AccountIndependent Expert”) established pursuant ). The parties shall instruct the Independent Expert promptly to review Sections 1.04(b), 1.04(c), and 8.01 and to determine solely with respect to the terms disputed items and amounts so submitted whether and to what extent, if any, the Adjusted Working Capital or Adjusted CIP set forth in the Adjusted Working Capital and CIP Statement requires correction. The Independent Expert shall base its determination solely on written submissions by ANDE and Marathon and not on an independent review. ANDE and Marathon shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to ANDE and Marathon, as promptly as practicable but in no event later than 45 days after its retention, a report which sets forth its resolution of the Escrow Agreement;disputed items and amounts and its calculation of Adjusted Working Capital and Adjusted CIP; provided that in no event shall the Adjusted Working Capital and Adjusted CIP as determined by the Independent Expert be outside the range of ANDE's calculation of Adjusted Working Capital and Adjusted CIP set forth in the Adjusted Working Capital and CIP Statement and Marathon's calculation of the Adjusted Working Capital and Adjusted CIP set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage of ownership in the Surviving Entity. Each Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter, including customary indemnities in favor of the Independent Expert. (e) the Purchaser shall payANDE, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company Marathon and the Sellers Merging Entities, as applicable, shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the The parties hereto shall consummate are consummating the following transactions on concurrently with the Closing Dateexecution of this Agreement: (a) the Purchaser Company and the Merger Sub shall deliver or cause the Certificate of Merger to be delivered to each Seller such Seller’s Allocation Percentage executed, acknowledged and filed with the Secretary of State of the Estimated Purchase Price, by wire transfer State of immediately available funds to the account(s) designated by the SellersDelaware; (b) the Company Purchaser shall redeem or cause deposit with the Paying Agent, for distribution by the Paying Agent in accordance with Section 1.04 and Section 1.10, an amount equal to be redeemed (i) the Non-Voting MRPS Shares consistent with Closing Merger Consideration, less (ii) the aggregate Closing Option Consideration, less (iii) the Representative Holdback Amount, less (iv) the Management Holdback Escrow, less (v) the aggregate exercise price of the Options that are outstanding immediately prior to the Effective Time; (c) the Purchaser shall deposit $25,000,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions set forth of an escrow agreement (the “Escrow Agreement”) by and among the Purchaser, the Representative and Citibank, N.A., as escrow agent (the “Escrow Agent”), in the Company Bylawsform of Exhibit G attached hereto, and shall deposit the Management Holdback Escrow into a separate escrow account (the “Management Holdback Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; (d) the Purchaser shall execute and deliver the Warrant to the Representative and the Purchaser and the Representative shall pay, or cause to be paid, on behalf enter into a registration rights agreement in the form of Exhibit H hereto (the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares“Registration Rights Agreement”); (ce) (i) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all of the Estimated Indebtedness identified on set forth in the Indebtedness Schedule Pre-Closing Statement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Estimated Indebtedness, and (ii) the Representative shall cause the delivery to the Purchaser of pay-off letters from the holders of Indebtedness outstanding on the Closing Date; (df) in accordance with Section 1.08, the Purchaser shall deliver the Purchase Price Adjustment Escrow Representative Holdback Amount to the Escrow Agent for deposit into an escrow account Representative by wire transfer of immediately available funds; (g) each member of the board of managers (or other equivalent governing body) and each officer of the Company, each of its Subsidiaries and the Blocker Corp shall deliver to the Purchaser a resignation therefrom in the form of Exhibit I attached hereto; (h) each of GTCR Co-Invest III, L.P., GTCR Fund IX/A, L.P. and GTCR Fund IX/B, L.P. shall execute and deliver to the Purchaser a release, confidentiality and non-interference agreement in the form of Exhibit J attached hereto; (i) the Company shall deliver to the Purchaser and the Merger Sub each of the following: (i) a certification dated as of the Closing Date that the Company is not described in Section 1.897-7T of the Treasury Regulations promulgated under the Code; (ii) the written consent of the holders of Units (the “Purchase Price Adjustment Escrow AccountWritten Consent”) established pursuant representing the Company Unitholder Approval; (iii) written evidence of the termination of all agreements set forth on the Terminated Affiliated Transactions Schedule, which terminations shall be effective on or prior to the terms Closing Date, and the Company and its Subsidiaries shall have no further obligation or liability thereunder; and (iv) certified copies of resolutions duly adopted by the Company’s board of managers and the Blocker Seller’s general partner authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (j) the Purchaser and the Merger Sub shall deliver to the Representative certified copies of the Escrow resolutions duly adopted by the Purchaser’s board of directors (or its equivalent governing body) and the Merger Sub’s board of managers (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement; (ek) the Purchaser shall pay, or cause to be paid, on behalf of the Company, all its Subsidiaries, the Sellers and the Representative (or any of their respective Affiliates), the Estimated Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on in the Bonus Amount Schedule) Pre-Closing Statement by wire transfer of immediately available funds as directed in writing by the Representative; (l) the Purchaser shall deliver, or cause the Surviving Company (at the Purchaser’s expense) to deliver, a prepaid insurance policy (i.e., “tail coverage”) (the “Tail D&O Policy”), which policy provides liability insurance coverage for the individuals who were officers, managers and directors of the Company and its Subsidiaries at or prior to the respective Closing Date; (m) subject to Section 3.03, the Purchaser shall deliver or cause the Surviving Company to deliver to each Optionholder such holder’s Closing Option Consideration (as determined in accordance with Section 1.05), less such Optionholder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds (or by such other method as is directed by the Representative) to the account(s) designated by the Representative; provided, that (i) if an Optionholder is a current or former employee of the Surviving Company or any of its Subsidiaries on the Closing Date or (ii) in the case of any amounts required to be paid with respect to Incentive Units for which elections under Section 83(b) of the Code were not made, the Purchaser shall cause the Surviving Company to make such payment to such Optionholder or holder of Incentive Units through the payroll system of the Surviving Company and its Subsidiaries; (n) the Blocker Corp shall deliver to Purchaser a certification dated as of the Closing Date that interests in the Blocker Corp are not U.S. real property interest as of such date, as described in Section 1.897-2(g)(1)(ii)(A) of the Treasury Regulations promulgated under the Code; (o) the Blocker Seller shall deliver to the Purchaser stock certificates representing all of the Shares, which certificates shall be endorsed to the Purchaser or accompanied by stock powers executed in blank; and (gp) the Purchaser, the Company Representative and the Sellers paying agent shall make such other deliveries as are required by Article IVenter into a paying agent agreement in the form of Exhibit M hereto (the “Paying Agent Agreement”).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on at or prior to the Closing DateClosing: (a) the Purchaser Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) Parent shall deliver or cause to the Payments Administrator, by wire transfer of immediately available funds, an amount equal to the Closing Cash Consideration minus the aggregate Closing Option Consideration minus the MIP Closing Consideration, which aggregate amount shall be delivered paid out by the Payments Administrator to each Seller such Seller’s Allocation Percentage holders of Company Stock in accordance with Section 1.04 and to holders of Warrants in accordance with Section 1.03(d); (c) in accordance with Section 1.03, Parent shall deliver the aggregate Closing Option Consideration and the MIP Closing Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the Estimated Purchase Priceholders of Cash-Out Options and the MIP Participants, respectively, by wire transfer of immediately available funds to the account designated in writing by the Company; (d) in accordance with Section 1.05, Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the SellersRepresentative; (be) Parent shall deposit the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account; (f) Parent shall deposit the Indemnification Escrow Amount into the Indemnification Escrow Account; (g) Parent shall deliver to the Company: (i) the Escrow Agreement and the Payments Administrator Agreement, each duly executed by Parent; (ii) a certificate of an authorized officer of Parent and Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Sections 8.02(a) and 8.02(b) have been satisfied; (iii) certified copies of resolutions of the requisite holders of the voting shares of Merger Sub approving the consummation of the transactions contemplated by this Agreement; and (iv) certified copies of the resolutions duly adopted by Parent's Board of Directors (or its equivalent governing body) and Merger Sub's Board of Directors authorizing the execution, delivery and performance of this Agreement. (h) Representative shall deliver to Parent: (i) the Escrow Agreement and the Payments Administrator Agreement, each duly executed by Representative. (i) The Company shall redeem deliver to Parent: (i) the Escrow Agreement and the Payments Administrator Agreement, each duly executed by the Company; (ii) a certificate of an authorized officer of the Company in his or cause her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 8.01(a) and 8.01(b) have been satisfied; (iii) certified copies of resolutions, in form reasonably acceptable to Parent, of the requisite stockholders of the Company for the Stockholder Approval approving the consummation of the transactions contemplated by this Agreement (the "Written Consent"); (iv) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States real property holding corporation" within the meaning of Section 897(c) of the Code, which certificate shall be redeemed the Non-Voting MRPS Shares consistent in compliance with the terms and conditions requirements set forth in Treasury Regulations Section 1.1445-2(c)(3)(i), along with the Company Bylawsnotifications required under Treasury Regulations Section 1.897-2(h)(2); (v) certified copies of resolutions duly adopted by the Company's Board of Directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the Purchaser consummation of all transactions contemplated hereby and thereby; and (vi) the Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware and a certificate of good standing for the Company from the Secretary of State of the State of Delaware; and (j) Parent shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, Transaction Expenses by wire transfer of immediately available funds as such amounts are set forth in the pay-off, termination and discharge letters delivered to Parent not less than five (5) Business Days prior to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repayClosing Date, or cause in form and substance reasonably satisfactory to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVParent.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser shall deliver pay, or cause to be delivered paid, to each the Seller such Seller’s Allocation Percentage of an amount equal to the Estimated Purchase PriceClosing Cash Amount, less the Deposit, together with any interest accrued thereon, by wire transfer of immediately available funds to the account(s) designated in writing by the SellersSeller; (b) the Company DKL shall redeem or cause to be redeemed issued to the Non-Voting MRPS Shares consistent with Seller or its designee(s) in book entry form the terms and conditions Closing Unit Consideration, all of which DKL Common Units shall contain or be subject to the legend set forth in below (the Company Bylaws, “Private Placement Legend”) on the books and the Purchaser shall pay, or cause to be paid, on behalf records of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds Transfer Agent: (c) DKL shall deliver to the account(sSeller or its designee(s) designated by documentation evidencing the holder issuance of such Nonthe Closing Unit Consideration to the book-Voting MRPS Sharesentry account of the Seller; (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesGroup, all amounts necessary to discharge fully set forth in the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule Payoff Letters by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness in the applicable Payoff Letters; (de) the Seller and the Company shall cause to be delivered to the Purchaser one or more customary payoff letters, in each case, duly executed, with respect to all Indebtedness set forth on Schedule 2.03(d) (the “Payoff Debt”) and shall be in a form reasonably satisfactory to the Purchaser acting in good faith, including that upon payment of the amount specified in such payoff letter: (A) all commitments thereunder are terminated, (B) all outstanding obligations of the Company Group arising under or related to the applicable Payoff Debt are repaid, discharged and extinguished in full; (C) all Liens and security interests in connection therewith and/or related thereto shall be released; (D) the payee shall (i) take all actions reasonably requested by the Company to evidence and record such discharge and release as promptly as practicable and (ii) shall authorize the Company to file the releases and terminations attached thereto; and (E) the payee shall return to the Company all instruments evidencing the applicable Payoff Debt (including all notes) and all collateral securing the applicable Payoff Debt (each such payoff letter, a “Payoff Letter,” and collectively, the “Payoff Letters”); (f) the Seller shall deliver to the Purchaser evidence, effective as of the Closing, that (i) all UCC filings in favor of secured parties in connection with any Indebtedness and (ii) all Liens (other than Permitted Encumbrances) in favor of such secured parties in respect of the Purchased Assets have been (or immediately upon consummation of the Closing will be) terminated and released; (g) the Seller shall deliver to the Purchaser short form certificates dated within ten (10) days of the Closing Date as to the good standing of each member of the Company Group issued by the Secretary of State of the State of Delaware; (h) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ei) the Purchaser shall deliver the Indemnity Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms of the Escrow Agreement; (j) the Purchaser shall pay, on behalf of the CompanyCompany Group, all Transaction Expenses set forth on the Closing Statement to each Person who is owed a portion thereof; (fk) the Seller shall deliver to the Purchaser evidence of resignations or removals, effective as of the Closing, of each of the directors, managers and officers of each member of the Company Group appointed or designated to such positions by the Seller; (l) the Seller and the Purchaser shall deliver duly executed counterparts to the Subsidiaries Assignment Agreement; (m) the Bonus Amount Seller or its designee(s) and DKL shall deliver duly executed counterparts to the Registration Rights Agreement; (n) the Seller and the Purchaser shall deliver duly executed counterparts to the Transition Services Agreement; (o) the Seller shall deliver to the Purchaser a duly completed IRS Form W-9 in respect of the Seller (or, if the Seller is treated as an entity disregarded as separate from its regarded owner for distribution U.S. federal income tax purposes, the Person that is treated as its regarded owner for such purposes); (p) the Seller and the Purchaser shall deliver duly executed counterparts to the joint instructions to the Escrow Agent, in a form as reasonably agreed upon by the Subsidiaries parties, instructing the Escrow Agent to each respective employee who is owed deliver the Deposit, together with any interest accrued thereon, to Seller; (q) the Seller shall deliver to the Purchaser evidence that all Affiliate Arrangements, other than the Affiliate Arrangements that are being assigned, conveyed and transferred to the Seller or its Non-Company Affiliate as Excluded Items pursuant to Section 7.19, have been terminated as of Closing; (r) the Seller shall deliver to the Purchaser evidence of a portion thereof as Bill of Sale, duly executed by Seller or its applicable Non-Company Affiliate and the Company, pursuant to which the Seller or its applicable Non-Company Affiliate shall have sold, granted, assigned, conveyed and transferred unto the Company the Assets set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds Schedule 8.03 prior to the respective account(sClosing; (s) designated by the Seller shall deliver to the Purchaser evidence that the Excluded Items have been assigned, conveyed and transferred to the Seller or its Non-Company Affiliate and evidence that such Subsidiariesassignee has assumed all obligations and liabilities associated with such Excluded Items, regardless of whether such obligations or liabilities arose prior to, at or after the Closing Date; and (gt) the Purchaser, the Company and the Sellers parties hereto shall make such other deliveries as are required by Article IVIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Company and the Merger Sub shall cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger; (b) the Purchaser shall deliver or cause to be delivered to the Paying Agent an aggregate amount equal to the Members’ Closing Consideration and the Warrantholders’ Closing Consideration (for distribution by the Paying Agent to each Seller such Seller’s Allocation Percentage of the Estimated Purchase PriceMember and Warrantholder in accordance with Section 2.03), by wire transfer of immediately available funds to the account(s) designated by the SellersPaying Agent; (bc) the Company shall redeem Purchaser shall, as instructed by the Representative, deliver or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in delivered to the Company Bylaws, and an aggregate amount equal to the Purchaser shall pay, or cause Optionholders’ Closing Consideration (for distribution by the Company to be paid, on behalf each Optionholder of such holder’s portion of the Company, the Non-Voting MRPS Redemption AmountEstimated Closing Cash Proceeds as determined in accordance with Section 2.04(d)), by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesRepresentative; (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding then‑outstanding balance of all Indebtedness identified on the Indebtedness Schedule and set forth in the Payoff Letters by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness in such Payoff Letters; (de) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ef) the Purchaser shall deliver the Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Representative; (g) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds Transaction Expenses Schedule and pursuant to the respective account(s) designated by such Subsidiariesinvoices in respect thereof; and (gh) the Purchaser, the Merger Sub, the Company and the Sellers Representative (on behalf of the Members, Optionholders and Warrantholders) shall make such other deliveries as are required by Article IV.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Company shall cause the Contribution to occur prior to the Closing (if it has not occurred prior to the Closing Date); (b) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (c) the Purchaser shall deposit an amount equal to (i) the Common Stock Merger Consideration plus (ii) the Closing Residual Cash Consideration, by wire transfer of immediately available funds into the account established by the Representative for purposes of the Representative paying the Stockholders in accordance with Section 1.03; (d) in accordance with Section 1.03, the Representative shall deliver to each holder of Company Common Stock such holder’s portion of the Common Stock Merger Consideration (as determined in accordance with Section 1.02), by check, cash or wire transfer of immediately available funds to the account(s) designated by such holder in such holder’s Transmittal Letter; (e) in accordance with Section 1.03, the Representative shall deliver to each holder of Preferred Stock such holder’s portion of the Closing Residual Cash Consideration (as determined in accordance with Section 1.02), by check, cash or wire transfer of immediately available funds to the account(s) designated by such holder in such holder’s Transmittal Letter; (f) the Purchaser shall deposit $5,000,000 (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms and conditions of an escrow agreement by and among the Purchaser, the Representative and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”); (g) the Purchaser shall deposit $30,000,000 (the “Indemnity Escrow Amount” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; (h) the Purchaser shall repay, or cause to be delivered to each Seller such Seller’s Allocation Percentage repaid, on behalf of the Estimated Purchase PriceCompany, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness in respect of the Company Note, by wire transfer of immediately available funds to the account(s) designated by NPC LLC and, upon receipt of such repayment, NPC LLC shall deliver to the SellersCompany the Company Note marked “paid in full”; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (ci) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified set forth on the Indebtedness Schedule 2.02(i), by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (gj) the Purchaser, the Company and the Sellers Representative (on behalf of the Stockholders) shall make such other deliveries as are required by Article IVIII hereof; (k) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Stockholders and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative; and (l) the Purchaser shall fund an amount equal to the OLTL Reserve Amount to the Company.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to each the Seller such Seller’s Allocation Percentage of the Estimated Purchase PriceClosing Cash Consideration, by wire transfer of immediately available funds to the account(s) designated by the SellersSeller; (b) the Company Purchaser shall redeem or cause deposit $19,875,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth of an escrow agreement (the “Escrow Agreement”) by and among the Purchaser, the Seller and Wilmington Trust Company, as escrow agent, or such other escrow agent as may be reasonably agreed by to the parties hereto (the “Escrow Agent”), substantially in the Company Bylawsform of Exhibit B attached hereto, it being agreed that Purchaser and the Purchaser Seller shall pay, or cause negotiate in good faith with respect to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated any changes thereto proposed by the holder of such Non-Voting MRPS SharesEscrow Agent; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified for borrowed money set forth on the Indebtedness Schedule 2.02, by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessIndebtedness (provided that all such amounts repaid by Purchaser shall be included in Indebtedness for purposes of Article I); (d) the Purchaser Seller shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms Purchaser stock certificates representing all of the Escrow AgreementShares, free and clear of all Liens, which certificates shall be duly endorsed to Purchaser or accompanied by transfer powers duly executed in blank; (e) the unless Purchaser shall payrequests in writing otherwise, on behalf a resignation from each director and officer of the CompanyCompany and each of its Subsidiaries, all Transaction Expenses to effective as of the Closing, resigning from his or her position(s) as a director and/or officer of the Company and each Person who is owed a portion thereofof its Subsidiaries; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the Purchaser, the Company and the Sellers Seller shall make such other deliveries as are required by Article IVIII hereof; and (g) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable), the Estimated Transaction Expenses by wire transfer of immediately available funds as directed by the Seller.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of Sellers (in accordance with their Pro Rata Ownership Percentages) the Estimated Closing Purchase Price, by wire transfer of immediately available funds to the account(s) account of each Seller designated in writing by the Sellers' Representative or such Seller to Purchaser; (b) Purchaser shall deposit the Company shall redeem or cause Indemnification Escrow Amount into an escrow account (the "Indemnification Escrow Account") with [***] (the "Escrow Agent") pursuant to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and Escrow Agreement attached hereto as Exhibit E (the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares"Escrow Agreement"); (c) Purchaser shall deposit the Adjustment Escrow Amount into an escrow account (the "Adjustment Escrow Account") with the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement; (d) Sellers' Representative shall deliver to Purchaser appropriate payoff letters ("Payoff Letters") (including a customary per diem) from the holders of Indebtedness for each item of Indebtedness set forth on the Repaid Indebtedness Schedule and has made arrangements for such holders of such Indebtedness to deliver, subject to the receipt of the applicable payoff amounts, all related Lien releases (or authorization to file Lien releases) to Purchaser as soon as practicable after the Closing; (e) Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-then outstanding balance of all items of Indebtedness identified set forth on the Repaid Indebtedness Schedule Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (df) the Purchaser shall pay, or cause to be paid, on behalf of Sellers and the Company (as applicable), the Estimated Transaction Expenses by wire transfer of immediately available funds as directed by the Company; (g) Purchaser shall deposit the Sellers’ Representative Holdback Amount into an account designated by the Sellers’ Representative in writing prior to Closing; (h) Sellers shall deliver to Purchaser the Purchase Price Adjustment Escrow Amount Purchased Interests, free and clear of all Liens other than applicable federal and state securities Law restrictions, pursuant to assignments of limited liability company interests duly executed by each Seller; (i) The Company shall deliver to Purchaser a statement in accordance with Treasury regulations Section 1.1445-2(c) that it is not a U.S. real property holding corporation; (j) The Company shall deliver to Purchaser certified copies of resolutions duly adopted by the Company's managers, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (k) Sellers' Representative shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the termination of each Affiliate Agreement set forth on the Terminated Contracts Schedule at or prior to Closing such that the Company have no liability pursuant to each such Affiliate Agreement; (l) Sellers' Representative shall deliver to Purchaser resignations and releases of managers and officers of the Company in a form reasonably acceptable to Purchaser; (m) Purchaser, Sellers' Representative and the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms shall each execute and deliver a counterpart of the Escrow Agreement; (en) Sellers' Representative shall deliver the Purchaser shall payEmployment Agreement in the form attached hereto as Exhibit F-1 duly executed by [***], on behalf the Offer Letter in the form attached hereto as Exhibit F-2 duly executed by [***], the Offer Letter in the form attached hereto as Exhibit F-3 duly executed by [***] and the Employee Invention Assignment Agreement in the form attached hereto as Exhibit F-4 duly executed by each of the Company[***] and [***], all Transaction Expenses to each Person who is owed a portion thereofrespectively; (fo) the Purchaser Sellers' Representative shall deliver to the Subsidiaries Restrictive Covenant Agreements in the Bonus Amount (for distribution forms attached hereto as Exhibit G duly executed by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries[***] and [***], respectively; and (gp) each of the Purchaser, the Company and the Class B Sellers shall make such other deliveries as are required by Article IVhave delivered a duly executed ▇▇▇▇▇▇▇.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Purchaser Seller shall deliver or cause to be delivered to each the Purchaser: (i) all of the stock certificates evidencing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers or an express indemnity in the Agreed Form in the case of any certificate found to be missing; (ii) a letter of resignation in the Agreed Form from Seller such Seller’s Allocation Percentage Shareholder as an officer and director of any Member of the Company Group; (iii) evidence that all intercompany liabilities between the Company Group, on one hand, and the Seller and its Affiliates and their respective family members, on the other hand, have been settled; and (iv) a copy of the resolutions of the board of directors of the Acquired Company approving the transactions contemplated hereby. (b) the Purchaser shall deliver to the Seller the Estimated Purchase Price, Price less the Indemnity Escrow Amount by wire transfer of immediately available funds to the account(s) designated by the Sellers; Seller (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the which account(s) shall be designated by the holder of such Non-Voting MRPS SharesSeller to the Purchaser in writing at least two business days before the Closing Date); (c) the Acquired Company shall deliver to the Purchaser appropriate payoff letters from the holders of Indebtedness set forth on the Indebtedness Payoff Schedule attached hereto; (d) the Purchaser shall repay, or cause to be repaid, on behalf of the Company Group and its Subsidiariespursuant to the payoff letters delivered pursuant to Section 1.04(c), all amounts necessary to discharge fully the then-then outstanding balance of all the Indebtedness identified set forth on the Indebtedness Schedule Payoff Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, pay on behalf of the Company, all Company Group the Estimated Company Transaction Expenses to each Person who is owed a portion thereofExpenses; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Indemnity Escrow Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; andEscrow Agent; (g) the PurchaserCompany Group shall provide evidence that the Acquired Company has taken such actions, approved by the Purchaser (such approval not to be unreasonably withheld), as required by Treasury Regulation § 1.409A-3(j)(4)(ix)(B) to provide for (a) termination of the Sentel Corporation Deferred Compensation Plan and any other plan required to be aggregate with such plan under Code Section 409A (collectively, “SENTEL DCPs”); (b) removal of all special post-change in control provisions from the SENTEL DCPs; and (c) payment of all benefits due under the SENTEL DCPs on or as soon as practical after the Closing Date; (h) the Acquired Company shall pay to the employees, former employees, and independent consultants of the Members of the Company Group (i) all annual bonuses and other bonuses relating to periods ending on the Closing Date and (ii) all bonuses and other payments, including payments under Management Incentive Interest Award Agreements, relating to the consummation of the transactions contemplated by this Agreement; and (i) the Purchaser and the Sellers Seller shall make such other deliveries as are required by Article IVII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing Date:Closing. (a) the Purchaser shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage of the Estimated Purchase Price, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the The Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiariesor AQ Seller, all amounts necessary to discharge fully release the then-outstanding balance Liens upon the assets of all the Company and its Subsidiaries under the Funded Indebtedness identified on as set forth in lien release letters with respect to such Funded Indebtedness (the Indebtedness Schedule “Release Letters”) delivered to the Purchaser at least two (2) Business Days prior to the Closing Date which Release Letters will provide that upon receipt by the lenders of the amounts set forth in each such Release Letter, the Company and its Subsidiaries shall have no further obligations with respect to the applicable Funded Indebtedness, such amounts to be paid by wire transfer of immediately available funds to the account(s) designated to the Purchaser prior to the Closing by the holders of such Indebtedness;Funded Indebtedness in the Release Letters. (b) The Purchaser shall deposit, or cause to be deposited, the Escrow Amount in the Escrow Account by wire transfer of immediately available funds to an account designated in writing to the Purchaser prior to the Closing by the Escrow Agent. (c) The Purchaser shall deliver, or cause to be delivered, to the Paying Agent for the benefit of the Representative, the Representative Expense Holdback Amount, by wire transfer of immediately available funds to an account designated in writing to the Purchaser prior to the Closing by the Paying Agent. (d) the The Purchaser shall deliver the Purchase Price Adjustment Escrow Amount deliver, or cause to be delivered, to the Escrow Agent Paying Agent, for deposit into an escrow account the benefit of the Sellers, the Closing Cash Proceeds less the amount (the “Purchase Price Adjustment Escrow AccountPayoff Amount”), if any, by which the amount delivered in respect of Funded Indebtedness pursuant to Section 1.04(a) exceeds Estimated Indebtedness, by wire transfer of immediately available funds to an account designated in writing to the Purchaser prior to the Closing by the Paying Agent, such Closing Cash Proceeds to be delivered by the Paying Agent to each Seller in accordance with such Seller’s respective percentage set forth opposite such Seller’s name on the attached Schedule I (such Seller’s “Allocation Percentage”) established pursuant based on a schedule provided to the terms Paying Agent by the Representative (with the portion of Closing Cash Proceeds distributable to AQ Seller being reduced by the Escrow Agreement;Payoff Amount). (e) AQ Seller shall deliver to the Purchaser a duly executed assignment instrument transferring the Company Interests, other than the Blocker Interests, to the Purchaser. (f) Each Blocker Seller shall deliver to the Purchaser certificates, if applicable, duly endorsed in blank or with duly executed transfer powers attached or duly executed transfer instruments representing all of the issued and outstanding Blocker Stock of the Blocker Corp set forth opposite such Blocker Seller’s name on the attached Schedule I (or, in the case of any lost, stolen or destroyed certificates with respect to any shares of Blocker Stock, an affidavit of lost certificate with respect to such shares of Blocker Stock). (g) The Purchaser shall pay, or cause to be paid, on behalf of the CompanyCompany or AQ Seller, all Estimated Transaction Expenses to each Person who is owed a portion thereof;thereof as identified in writing, together with wire instructions, by the Company to the Purchaser prior to the Closing. (fh) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the The Purchaser, the Company and the Sellers shall make such other deliveries as are required by Article IVARTICLE IX.

The Closing Transactions. Subject to At the terms and conditions set forth in this AgreementClosing, the parties hereto shall consummate the following transactions on the Closing Datetransactions: (a) the Seller shall deliver to the Purchaser all of the certificates, if any, evidencing the Shares, accompanied by duly executed stock powers or other applicable forms of assignment and transfer; (b) the Purchaser shall deliver or cause to be delivered to each the Seller such Seller’s Allocation Percentage of an amount equal to the Estimated Purchase PriceClosing Cash Proceeds, by wire transfer of immediately available funds to the account(s) designated by the Sellers; (b) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesSeller; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding then‑outstanding balance of all Indebtedness, including Indebtedness identified on the Indebtedness Schedule Lien Release Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) the Seller shall deliver to the Purchaser duly executed lien and guarantor releases in respect of the Indebtedness set forth on the Lien Release Schedule; (e) the Purchaser shall deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the "Indemnification Escrow Account") established pursuant to the terms of the Escrow Agreement; (f) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “"Purchase Price Adjustment Escrow Account”") established pursuant to the terms of the Escrow Agreement; (eg) the Purchaser shall pay, on behalf of the CompanyCompany and its Subsidiaries, all Transaction Expenses to each Person who is owed a portion thereofthereof in accordance with Exhibit C hereto; (fh) the Purchaser shall shall, as instructed by the Seller and in accordance with Exhibit C hereto, deliver to the Subsidiaries Company the Sale Bonus Amount payable at Closing (for distribution distribution, subject to applicable withholding, by the Subsidiaries Company to each respective employee who is owed a portion thereof certain members of management as set forth on the Sale Bonus Amount ScheduleSchedule (the "Sale Bonus Recipients")) by wire transfer of immediately available funds to the respective account(s) designated by the Seller; (i) the Escrow Agreement shall be executed and delivered by each of the Purchaser, the Escrow Agent and the Seller; (j) CDI Intermediate Holdings, LLC shall deliver to the Purchaser the certificate attached hereto as Exhibit E that complies with the requirements of Treasury Regulations §1.1445 2(b)(2)(iv)(B); provided, however, that the sole remedy for failure to deliver such certificate shall be that the Purchase will withhold the appropriate amounts of U.S. federal income Tax; (k) the Consulting Termination Agreement shall be executed and delivered by the AEI Consultant and EdgeRock Technologies, LLC; (l) the Seller shall deliver to the Purchaser certificates dated as of a date not more than ten Business Days prior to the Closing Date as to the good standing of the Company and each of its Subsidiaries issued by the appropriate Governmental Body of the jurisdiction of the Company's and each of its Subsidiaries' organization and each jurisdiction in which the Company and each of its Subsidiaries is licensed or qualified to do business as a foreign entity as of the Closing Date; provided, however, in the event that the Seller is unable to deliver any such good standing certificate prior to the Closing, then the Seller will deliver such certificate to the Purchaser promptly following the Closing and the Seller will be solely responsible for paying any and all filing fees, Taxes, penalties, interest amounts and other costs and expenses associated therewith; (m) the Seller shall deliver to the Purchaser executed resignations of the officers, directors and managers of the Company and its Subsidiaries specified on the Director and Officer Schedule; (n) the Seller shall deliver to the Purchaser a certificate of an authorized officer of the Seller, dated as of the Closing Date, certifying solely in their capacity as an officer (i) that attached thereto are true, correct and complete copies of all resolutions adopted by the board of managers of the Seller authorizing the execution, delivery and performance of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (ii) the incumbency and true signatures of those officers of the Seller duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and the Seller Documents and to execute and deliver this Agreement and the Seller Documents; and (go) the PurchaserCompany shall deliver to the Purchaser a certificate of an authorized officer of the Company, dated as of the Closing Date, certifying solely in their capacity as an officer (i) that attached thereto are true, correct and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Sellers shall make Company Documents and the consummation of the transactions contemplated hereby and thereby, and that all such other deliveries resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, (ii) the incumbency and true signatures of those officers of the Company duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and the Company Documents and to execute and deliver this Agreement and the Company Documents, (iii) that attached thereto is a true, correct and complete copy of the certificate of incorporation of the Company, as are required by Article IVin full force and effect on the date hereof, and such certificate of incorporation has not been amended except as reflected in such copy, and (iv) that attached thereto is a true, correct and complete copy of the bylaws of the Company, as in full force and effect on the date hereof, and such bylaws have not been amended except as reflected in such copy.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on (the “Closing DateTransactions”) at the Closing: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver or cause to be delivered to each Seller holder of Company Stock such Sellerholder’s Allocation Percentage portion of the Estimated Purchase PriceCommon Merger Consideration (as determined in accordance with Section 2.02(a)), by wire transfer of immediately available funds to the account(s) designated by the SellersRepresentative; (bc) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause deliver to be paid, on behalf the Company an aggregate amount equal to the Option Merger Consideration (for distribution by the Company to each Optionholder of such holder’s portion of the Company, the Non-Voting MRPS Redemption AmountOption Merger Consideration (as determined in accordance with Section 2.04)), by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesRepresentative; (cd) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesCompany, all amounts necessary to discharge fully the then-outstanding balance of all Funded Indebtedness identified on the Indebtedness Schedule certificate delivered pursuant to Section 4.01(e)(iii) by wire transfer of immediately available funds to the account(s) designated by the holders of such Funded Indebtedness; (de) the Purchaser shall deliver (i) the Purchase Price General Escrow Amount to the Escrow Agent for deposit into an escrow account (the “General Escrow Account”) established pursuant to the terms of the Escrow Agreement and (ii) the Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (ef) the Purchaser shall deliver the Representative Holdback Amount to the Representative; (g) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereofthereof (it being understood that all such payments shall be deductions from the Transaction Price as set forth in Section 2.02 hereof); (fh) the Purchaser shall deliver to the Subsidiaries Company an aggregate amount equal to the Deferred Option Bonus Amount (for distribution by the Subsidiaries Company to each respective employee Optionholder who is owed a portion thereof as set forth on the Deferred Option Bonus Amount Schedule) ), by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiariesthe Representative; and (gi) the Purchaser, the Merger Sub, the Company and the Sellers Representative (on behalf of the Stockholders and the Optionholders) shall make such other deliveries as are required by Article IVARTICLE IV hereof. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, the failure of any Stockholder or Optionholder to satisfy any of the deliveries set forth in Section 2.03, Section 2.04 or Section 4.01(k) shall not affect the Purchaser’s obligations to deliver to any other Stockholder or Optionholder the portion of the Merger Consideration to which such other Stockholder or Optionholder is entitled at Closing.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions on the Closing Datetransactions: (a) at the Purchaser Closing, the Company and the Merger Sub shall deliver or cause the Certificate of Merger to be delivered to each Seller such Seller’s Allocation Percentage executed and filed with the Secretary of State of the Estimated Purchase Price, by wire transfer State of immediately available funds to the account(s) designated by the SellersDelaware; (b) on the Company Closing Date, promptly following the Effective Time, the Parent shall redeem or cause to be redeemed deposit the Non-Voting MRPS Shares consistent Escrow Amount into the Escrow Account in accordance with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS SharesEscrow Agreement; (c) on the Purchaser Closing Date, promptly following the Effective Time, the Parent shall repay, or cause to be repaid, on behalf of the Company and its SubsidiariesGroup Companies, all amounts necessary to discharge fully the then-then outstanding balance of all Indebtedness identified on under the Indebtedness Schedule Credit Agreements by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (d) at the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; (e) the Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) by wire transfer of immediately available funds to the respective account(s) designated by such Subsidiaries; and (g) the PurchaserClosing, the Company Parent and the Sellers Company shall make such other deliveries as are required by Article IVARTICLE VII hereof; (e) on the Closing Date, promptly following the Effective Time, the Parent shall pay, or cause to be paid, on behalf of the Company, the Unpaid Transaction Expenses by wire transfer of immediately available funds as directed by the Representative; (f) on the Closing Date, promptly following the Effective Time, the Parent shall pay an amount equal to the Representative Reserve Fund to the Representative by wire transfer of immediately available funds to an account designated by the Representative; (g) on the Closing Date, promptly following the Effective Time, the Parent shall pay the Unitholder Closing Cash Payment to the Paying Agent for further distribution by the Paying Agent to the Unitholders in accordance with the Merger Consideration Schedule and Section 1.05(a); and (h) on the Closing Date, promptly following the Effective Time, the Parent shall pay the Optionholder Closing Cash Payment to the Company for further distribution by the Company to holders of Vested In-the-Money Options through the Company’s payroll system in accordance with the Merger Consideration Schedule and Section 1.05(b) (in each case, any such payment to be made to any Employee Optionholder, to be reduced by applicable withholdings) (provided, that, notwithstanding the foregoing, if such holder is a Non-Employee Optionholder, then the Parent shall make, or cause the Paying Agent to make, such payment directly to such holder via wire transfer to the account(s) designated by such holder in such holder’s Option Acknowledgement Agreement (rather than through the Company’s payroll system)).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on at the Closing DateClosing: (a) Holdco Seller shall deliver to Purchaser: (i) an assignment of membership interest agreement transferring ownership of the Transferred Interests to Purchaser from Holdco Seller, in the form set forth in Exhibit A attached hereto, duly executed by Holdco Seller; (ii) either a duly and properly executed certificate of Holdco Seller dated as of the Closing Date, certifying that Holdco Seller is not a “foreign person” for purposes of Section 1445 of the Code, conforming to the requirements of Section 1.1445-2(b)(2) of the Treasury Regulations, or a duly and properly executed IRS Form W-9; (iii) a certificate, duly executed by an executive officer of Holdco Seller, dated as of the Closing Date, stating that the Closing conditions set forth in Section 2.01(a) (to the extent related to the representations and warranties in Article IV) and Section 2.01(b) (to the extent related to the covenants of Holdco Seller and Stockholder) have been satisfied; (iv) the resolutions of HoldCo Seller’s board of directors approving the Pre-Closing Reorganization and the execution, delivery and performance by Holdco Seller of the transactions contemplated by the Transaction Documents (including this Agreement); and (v) evidence, reasonably satisfactory to Purchaser, of the consummation of the Pre-Closing Reorganization. (b) The Company shall deliver or cause to be delivered to each Seller such Seller’s Allocation Percentage Purchaser: (i) appropriate payoff letters from the holders of the Estimated Indebtedness set forth on Section 1.03(b)(i) of the Disclosure Schedules and shall make arrangements reasonably satisfactory to Purchaser for the holders of such Estimated Indebtedness to deliver all related Lien releases to Purchaser as soon as practicable after the Closing; (ii) director and officer resignation letters from each director or officer of the Company; (iii) a certificate executed by the secretary of the Company certifying that attached thereto is a true and complete copy of: (A) the limited liability company agreement of the Company, as in effect on the Closing Date; and (B) the resolutions of the board of directors or the board of managers of the Company, as applicable, duly authorizing the Pre-Closing Reorganization, the execution, delivery and performance by the Company of this Agreement and transactions contemplated hereby, and that such resolutions are in full force and effect as of the Closing Date; (iv) a certificate, duly executed by an executive officer of the Company, dated as of the Closing Date, stating that the Closing conditions set forth in Section 2.01(a) (to the extent related to the representations and warranties in Article III), Section 2.01(b) (to the extent related to the covenants of the Company) and Section 2.01(c) have been satisfied; (v) all Books and Records, other than to the extent protected by attorney-client privilege or work product as described in Section 11.15; provided that the Company having physical possession or access to such Books and Records at, or through its employees continuing after the Closing, its headquarters location shall satisfy such delivery obligation; (vi) evidence satisfactory to Purchaser that the Tail Policies have been purchased by the Company, subject to the payment of the premium as provided in Section 1.03(c)(iii); (vii) a good standing certificate, issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Closing Date and certifying that the Company is in good standing under the Laws of the State of Delaware; (viii) the certificate of formation of the Company, as in effect on the Closing Date, certified by the Secretary of State of the State of Delaware as of a recent date prior to the Closing Date; (ix) a bills of sale or other appropriate documents of conveyance conveying, transferring and assigning to Holdco Seller, Stockholder or its or his designees the Excluded Assets; (x) an assignment and assumption agreement pursuant to which the Company assigns to Holdco Seller each of the agreements set forth on Section 1.03(b)(ii) of the Disclosure Schedules, duly executed by the Company and Holdco Seller; and (xi) an amendment to each of the three Real Property Leases, in the forms set forth in Exhibits ▇-▇, ▇-▇ and B-3, duly executed by the Company and Shank’s Properties. (c) Purchaser shall pay, or caused to be paid: (i) to Holdco Seller, the Estimated Purchase Price, Price by wire transfer of immediately available funds to the account(s) account designated by the SellersHoldco Seller; (bii) the Company shall redeem or cause to be redeemed the Non-Voting MRPS Shares consistent with the terms and conditions set forth in the Company Bylaws, and the Purchaser shall pay, or cause to be paid, on behalf of the Company, the Non-Voting MRPS Redemption Amount, by wire transfer of immediately available funds to the account(s) designated by the holder of such Non-Voting MRPS Shares; (c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiariespursuant to the payoff letters delivered pursuant to Section 1.03(b)(i), all amounts necessary to discharge fully the then-then outstanding balance of all the Estimated Indebtedness identified on set forth in or determined pursuant to the Indebtedness Schedule applicable payoff letter, in each case, by wire transfer of immediately available funds to the account(s) designated by the holders of such Estimated Indebtedness; (diii) the Purchaser shall deliver premium for the Purchase Price Adjustment Escrow Amount Tail Policies to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms insurer of the Escrow Agreement;such policies; and (eiv) the Purchaser shall pay, on behalf of the Company, all Estimated Transaction Expenses to the Persons entitled thereto, in each Person who is owed a portion thereof; (f) the Purchaser shall deliver to the Subsidiaries the Bonus Amount (for distribution by the Subsidiaries to each respective employee who is owed a portion thereof as set forth on the Bonus Amount Schedule) case, by wire transfer of immediately available funds to the respective account(s) accounts designated by such Subsidiaries; andHoldco Seller. (gd) the Purchaser shall deliver, or cause to be delivered, to Stockholder and Holdco Seller a certificate, duly executed by an executive officer of Purchaser, dated as of the Company Closing Date, stating that the Closing conditions set forth in Section 2.02(a) and the Sellers shall make such other deliveries as are required by Article IVSection 2.02(b) have been satisfied.