Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers’ Representative: (A) the Closing Date Cash Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules); (B) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock). (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (iii) deliver to the Escrow Agent: (A) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”) of the Common Stock Payment, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”); and (B) the Escrow Agreement, executed by Buyer. (b) At the Closing, Sellers’ Representative and the Company shall deliver to Buyer: (i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents, executed by Sellers, and all other agreements, documents, instruments or certificates required to be delivered by Sellers, Sellers’ Representative or the Company at or prior to the Closing pursuant to Section 7.02.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver Deliver the Purchase Price (prior to Sellers’ Representativeapplication of the Closing Cash Adjustment and the Working Capital Adjustment) by wire transfer or other immediately available funds (or via the payroll practices of the Company as described below) to the accounts set forth in the Closing Direction Letter as follows: (A) the Closing Date Cash Payment by wire transfer of immediately available funds Adjustment Escrow Amount to an account designated the Escrow Agent for deposit in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules)Adjustment Escrow Account; (B) Stock certificates the Indemnification Escrow Amount to the Escrow Agent for deposit in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); andIndemnification Escrow Account; (C) the Ancillary Documents aggregate amount of the Closing Repaid Indebtedness to the respective payees thereof; (D) the Closing Payments to the respective payees thereof; (E) the Deal Bonus Payments to the Company (which Enterprises will cause the Company to pay (1) no later than the next payroll of the Company to the recipients thereof who are employees of the Company and all (2) on the Closing Date to any other agreementsrecipient thereof, documentsin each case, instruments or certificates minus the amounts required to be delivered by Buyer at deducted and withheld from the recipient under the Code, any provision of any other applicable Law or prior any Benefit Plan); (F) the Stockholder Representative Retained Amount to the Stockholder Representative; and (G) the appropriate portion of the Stockholder Closing pursuant Payment Amount payable to those Stockholders that have, as of the Closing Date, complied with Section 3.05 (subject to Section 7.03 of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock3.06(b)). (ii) pay, on behalf of Deliver to Enterprises and the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (iii) deliver to the Escrow Agent: (A) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”) of the Common Stock Payment, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”); and (B) Stockholder Representative the Escrow Agreement, duly executed by Buyeran authorized officer of Buyer and by the Escrow Agent. (b) At the Closing, Sellers’ Representative and the Company Enterprises shall deliver to Buyer: (i) stock the Escrow Agreement, duly executed by the Stockholder Representative; (ii) written resignations of each of the officers and directors of Enterprises and the Company, effective as of the Closing; (iii) the Certificate of Merger, duly executed by Enterprises; (iv) a Noncompetition, Nonsolicitation and Confidentiality Agreement, in the form attached hereto as Exhibit C-1, duly executed by each Person listed on Exhibit C-2; (v) such affidavits, certificates evidencing or agreements as may be reasonably required by the Sharestitle insurance company approved by Buyer to issue at the Closing title insurance policy (or irrevocable “▇▇▇▇-ups” of the title insurance commitment(s) equivalent to title insurance policy) with respect to the Owned Real Property, free dated as of the Closing Date, conforming to the specifications set forth in Section 6.12; (vi) such lien termination statements and clear of similar releases and documents as are necessary to release or terminate all Encumbrances, duly endorsed other than the Permitted Encumbrances, affecting the properties and assets of Enterprises and the Company (including on the Company Common Stock), in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoform and substance reasonably satisfactory to Buyer; and (iivii) the Ancillary Documentsoriginal minute books, executed by Sellersstock records and similar organizational documents of Enterprises and the Company. (c) Subject to the provisions of this Agreement, at the Closing, Enterprises, Buyer and Acquisition Sub shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other agreements, documents, instruments filings or certificates recordings required under the DGCL to effect the Merger. The Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be delivered agreed by Sellers, Sellers’ Representative or Enterprises and Buyer in writing and specified in the Company at or prior Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the Closing pursuant to Section 7.02“Effective Time”).

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver Deliver to Sellers’ RepresentativeSeller: (A) the Closing Date Cash Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules); (B) Stock certificates a stock certificate in the name of each Seller representing such a number of shares of Buyer’s Common Stock Buyer Shares in an aggregate amount equal to such Seller’s pro rata portion the lesser of (based on each Seller’s respective ownership percentage i) Seven Million Two Hundred Eighty Thousand and No/100 Dollars ($7,280,000.00) at a per share price equal to the IPO Price or the Uplisting Price, as the case may be (to the extent the IPO or the Uplisting occurs first), or (ii) eighty percent (80%) of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Subject Acquisition Shares”); and (CB) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.03 of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock). (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of Deliver immediately available funds to the accounts and Seller in the amounts specified on the Closing Indebtedness Certificate; and amount of Five Hundred Thousand and No/100 Dollars (B$500,000.00) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds for Seller’s payment to the accounts and in the amounts specified on the Closing Transaction Expenses CertificateSeller’s creditors. (iii) deliver Deliver to the Escrow Agent: (A) Stock certificates in the name of each Seller a stock certificate representing such a number of shares of Buyer’s Common Stock Buyer Shares in an aggregate amount equal to such Seller’s pro rata portion the lesser of (based on each Seller’s respective ownership percentage of i) One Million Eight Hundred Twenty Thousand and No/100 Dollars ($1,820,000.00) at a per share price equal to the Company set forth in Section 3.02 of IPO Price or the Disclosure SchedulesUplisting Price, as the case may be (to the extent the IPO or the Uplisting occurs first), or (ii) of $600,000 twenty percent (the “Escrow Amount”20%) of the Common Stock Payment, which Subject Acquisition Shares representing the parties agree is equal Buyer Shares to 114,943 shares be held for the purpose of Buyer’s Common Stock (such shares, securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”)Company referenced in Article VII; and (B) the Escrow Agreement, executed by Buyer. (b) At the Closing, Sellers’ Representative and the Company shall deliver Seller shall: (i) Deliver to Buyer: (iA) stock certificates evidencing an assignment of the Shares, free Membership Interests to Buyer in form and clear of all Encumbrancessubstance satisfactory to Buyer (the “Assignment”), duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoSeller; and (iiB) the other Ancillary Documents, executed by Sellers, Documents and all other agreements, documents, instruments or certificates required to be delivered by Sellers, Sellers’ Representative or the Company Seller at or prior to the Closing pursuant to Section 7.026.02. (ii) Deliver the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer shallwill: (i) deliver pay to Sellers’ Representative: (A) the Closing Date Cash Payment Parent Shareholders by wire transfer of immediately available funds to an account designated funds, the amounts determined in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each accordance with Schedule 2.2(a)(i) of the individuals that constitute Acquired Companies Disclosure Letter and the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount Exhibits A through B attached to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedulessuch Schedule 2.2(a)(i); (Bii) Stock certificates pay to the Madison Group Sellers’ Representative by wire transfer of immediately available funds, the amounts determined in accordance with Schedule 2.2(a)(i) of the Acquired Companies Disclosure Letter and the Exhibits A through B attached to such Schedule 2.2(a)(i); (iii) pay, or cause the Company to pay, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, the Indebtedness of the Acquired Companies other than the Continuing Indebtedness as of the Closing Date as specified in the name of each Seller representing such number of shares of Buyer’s Common Stock equal notice delivered to such Seller’s pro rata portion the Buyer prior to Closing pursuant to Section 2.2(b); (based on each Seller’s respective ownership percentage of iv) pay directly or reimburse, or cause the Company set forth to pay directly or reimburse, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, those Sellers’ Transaction Expenses specified in the notice delivered to the Buyer prior to Closing pursuant to Section 3.02 of 2.2(b); (v) deposit the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such sharesEscrow Amount, the “Initial Shares”)Working Capital Escrow Amount and the Special Escrow Amount with the Escrow Agent, and deliver to the Representatives the Escrow Agreement and Special Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (Cvi) pay to the Ancillary Documents and Company, by wire transfer of immediately available funds, the Transaction Bonuses; (vii) deliver to the Madison Group Sellers’ Representative a copy of Buyer’s instructions to Buyer’s transfer agent to issue the respective amount of Buyer’s Stock to each Buyer’s Stock Recipient in accordance with Schedule 2.2(a)(i) of the Acquired Companies Disclosure Letter; (viii) deliver to the Representatives all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement (including Section 7.03 of this Agreement, including, without limitation, (i8.3 hereof) or the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock). (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness CertificateAncillary Agreements; and (Bix) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds such other documents or instruments as Representatives reasonably request and are reasonably necessary to consummate the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (iii) deliver to the Escrow Agent: (A) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”) of the Common Stock Payment, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”); and (B) the Escrow Agreement, executed by BuyerContemplated Transactions. (b) At the Closing, Sellers’ Representative and the Company shall Parent Shareholders will deliver to the Buyer: (i) a certificate or certificates representing the Equity Securities of the Parent duly endorsed or accompanied by stock certificates evidencing powers duly endorsed in blank and all other documents and instruments necessary to vest in the SharesBuyer all of the Parent Shareholders’ right, title and interest in and to the Equity Securities of the Parent, free and clear of all Encumbrances, duly endorsed Liens in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; anda form reasonably satisfactory to Buyer; (ii) the Ancillary DocumentsEscrow Agreement and the Special Escrow Agreement, duly executed by the Parent Shareholders’ Representative; (iii) properly prepared and executed certificates of non-foreign status under Treas. Reg. §1.1445-2(b)(2) dated as of the Closing Date, in form and substance satisfactory to Buyer and executed by each respective Parent Shareholder; (iv) the Books and Records of the Parent; and (v) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Contemplated Transactions. (c) At the Closing, the Madison Group Sellers’ Representative, on behalf of each member of the Madison Group Sellers, will deliver to the Buyer: (i) all documentation and instruments necessary to vest in the Buyer all of such Madison Group Seller’s right, title and interest in and to the Units, free and clear of all Liens in a form and substance satisfactory to Buyer; (ii) the Escrow Agreement and the Special Escrow Agreement, duly executed by the Madison Group Sellers’ Representative; (iii) properly prepared and executed certificates of non-foreign status under Treas. Reg. §1.1445-2(b)(2) dated as of the Closing Date, in form and substance satisfactory to Buyer and executed by each respective Madison Group Seller; (iv) the Books and Records of the Acquired Companies; and (v) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Contemplated Transactions. (d) At the Closing, Parent will deliver to the Buyer: (i) all copies of the consents, approvals and notices (if any) listed in Schedule 2.4(d)(i) of the Parent Shareholders Disclosure Letter (which Schedule, notwithstanding anything to the contrary in this Agreement, cannot be changed after the date of this Agreement to remove any consents, approvals, or notices) obtained or provided, as the case may be, in form and substance satisfactory to the Buyer; (ii) evidence satisfactory to the Buyer of the completion of the matters set forth in Section 7.4(b); (iii) customary pay-off letters or similar acknowledgments of the discharge of any Indebtedness of the Parent or any Acquired Company other than the Continuing Indebtedness in a form reasonably satisfactory to Buyer setting forth the amount owed as of the Closing Date and indicating that upon payment of such amount, such Indebtedness will be discharged in full and all other agreements, documents, instruments or certificates required to related Liens will be delivered by Sellers, Sellers’ Representative or the Company at or prior to released and removed; (iv) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2) dated as of the Closing Date, in form and substance satisfactory to Buyer; (v) the resignations and Officer Release Agreements, effective as of the Closing, pursuant to Section 7.027.3; (vi) a copy of (A) the certificate of incorporation, as amended (or similar incorporation or formation documents), of Parent and each Acquired Company, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date not earlier than November 15, 2013 and accompanied by a certificate of an officer or other appropriate person of each such entity, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or similar incorporation or formation documents) since such date and (B) all other Organizational Documents of Parent and each Acquired Company, certified by an officer or other appropriate person of each such entity; (vii) resolutions adopted by the board of directors (or other governing authority as applicable) of both Parent and the Company, each authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Contemplated Transactions, certified by an officer or other appropriate person of each such entity that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Contemplated Transactions; (viii) good standing certificates for Parent and each Acquired Company from the Secretary of State (or other appropriate Person) of the jurisdiction in which each such entity is incorporated or organized and from the Secretary of State (or other appropriate Person) in each other jurisdiction in which Parent or such Acquired Company is qualified to do business as a foreign entity, in each case dated as of a date not earlier than November 15, 2013; and (ix) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Contemplated Transactions.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer Purchasers shall: (i) deliver pay to Sellers’ Representative: (A) Seller the Closing Date Cash Payment by wire transfer of immediately available funds to an account of Seller designated in writing by Sellers’ Representative Seller to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules)Purchasers; (B) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock). (ii) pay, on behalf of the Company or SellersCompany, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness CertificateWorksheet; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses CertificateWorksheet. (iii) deliver to the Escrow Agent: (A) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage Agent an original copy of the Company set forth Joint Instructions stipulated in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”section 1.3(a) of the Common Stock PaymentEscrow Agreement, which duly executed by an authorized representative of the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”)Purchasers; and (Biv) deliver to Seller all agreements, documents, instruments or certificates required to be delivered by Purchasers at or prior to the Escrow Closing pursuant to Section 6.03 of this Agreement, executed by Buyer. (b) At the Closing, Sellers’ Representative and the Company Seller shall deliver to Buyerto: (i) Purchaser, a stock certificates certificate evidencing the Shares, free and clear of all EncumbrancesLiens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax Tax stamps affixed thereto, if any; (ii) Purchaser, a certification of Seller’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b), signed under penalties of perjury, substantially in the form attached hereto as Exhibit D; (iii) Purchaser, properly completed and executed Internal Revenue Service Form 8023 and any other forms and documents necessary to make the Section 338(h)(10) Election for the Company; (iv) Escrow Agent, an original copy of the Joint Instructions stipulated in section 1.3(a) of the Escrow Agreement, duly executed by an authorized representative of the Seller Parties; and (iiv) the Ancillary DocumentsPurchaser, executed by Sellers, and all other agreements, documents, instruments or certificates required to be delivered by Sellers, Sellers’ Representative or the Company Seller at or prior to the Closing pursuant to Section 7.026.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer each of the SG Parties shall: (i) deliver to Sellers’ Representative: (A) the Closing Date Cash Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 a certificate duly executed by an authorized officer of the Disclosure Schedules); such SG Party (B) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shareseach, the a “Initial SharesClosing Contribution Certificate”); and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement, including, without limitation, setting forth (i) the Employee Retention Bonus Agreements with certain employees number, if any, of additional shares of Turning Point Common Stock to be contributed by such SG Party in the Exchange, such shares to be deemed to be Contributed Shares for all purposes under this Agreement following delivery of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonusesapplicable Closing Contribution Certificate, and (ii) the Seller Retention Bonus Agreements with number of Additional Shares subject to such SG Party’s Disposition Rights that such Applicable SG Party will cause to be contributed in the Sellers, providing for delivery Exchange and the identity of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock).each applicable Additional Person; (ii) pay, on behalf request that Turning Point instruct its designated transfer agent to credit the aggregate number of such SG Party’s Contributed Shares (and the Company or Sellers, the following amounts: (A) Indebtedness aggregate number of the Company any Additional Shares subject to such SG Party’s Disposition Rights that such SG Party will cause to be paid at Closingcontributed in the Exchange) to the Company’s balance account with such transfer agent, with such accompanying instruments and documentation (including stock certificates, properly endorsed or accompanied by wire duly executed stock powers, as applicable) as may be required by such transfer agent to effect the transfer of immediately available funds to the accounts such Contributed Shares and in the amounts specified on the Closing Indebtedness CertificateAdditional Shares; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (iii) deliver to the Escrow Agent: (A) Stock certificates in the name of Company each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in documents, certificates and items required to be delivered by such SG Party pursuant to Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”) of the Common Stock Payment, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”); and (B) the Escrow Agreement, executed by Buyer5.2. (b) At the Closing, Sellers’ Representative and the Company shall deliver to Buyershall: (i) stock certificates evidencing instruct its designated transfer agent to credit to each SG Party’s balance account with such transfer agent (or to any Additional Person’s balance account with such transfer agent, as applicable) a number of newly-issued, fully paid and non-assessable shares of Class A Common Stock equal to (subject to Section 1.1(b)) the Sharesproduct of (x) the number of Contributed Shares contributed to the Company by such SG Party at the Closing (or the number of Additional Shares contributed to the Company by any Additional Person at the Closing, free and clear of all Encumbrancesas applicable), duly endorsed in blank or accompanied multiplied by stock powers or other instruments of transfer duly executed in blank(y) the Exchange Ratio, with all such accompanying documentation as may be required stock by such transfer tax stamps affixed theretoagent to effect the transfer of such shares of Class A Common Stock; and (ii) deliver to the Ancillary Documents, executed by Sellers, and all other agreements, SG Parties each of the documents, instruments or certificates and items required to be delivered by Sellers, Sellers’ Representative or the Company at or prior to the Closing pursuant to Section 7.025.3.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer the following transactions shall be effected by the Parties: (a) Parent shall: (i) (x) deliver to Sellers’ Representative: (A) the Closing Date Cash Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules); (B) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock). (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at ClosingPaying Agent, by wire transfer of immediately available funds to a bank account(s) designated in writing by the accounts and Paying Agent, an amount equal to the Aggregate Closing Merger Consideration allocable to the shares of Common Stock covered by a completed letter of transmittal, substantially in the amounts specified on form of Exhibit C hereto (a “Letter of Transmittal”) delivered by the applicable Stockholders to the Paying Agent at least two (2) Business Days prior to the Closing Indebtedness Certificate; and Date and (y) cause the Paying Agent to pay to each Stockholder, who shall have delivered a completed Letter of Transmittal to the Paying Agent at least two (2) Business Days prior to the Closing Date, an amount equal to the product obtained by multiplying (A) the number of the shares of Common Stock covered by such Stockholder’s Letter of Transmittal by (B) the Per Share Amount, which amount shall be payable by wire transfer of immediately available funds to the account designated in such Stockholder’s Letter of Transmittal or otherwise provided to the Paying Agent; provided, however, that if a Stockholder shall deliver a Letter of Transmittal to the Paying Agent after the Closing Date, (x) Parent shall pay to the Paying Agent for further distribution to such Stockholder, an amount equal to the product obtained by multiplying (A) the number of the shares of Common Stock covered by such Stockholder’s Letter of Transmittal by (B) the Per Share Amount, which amount shall be payable by wire transfer of immediately available funds to the account designated in such Stockholder’s Letter of Transmittal no more than three (3) Business Days after receipt by the Paying Agent of such Letter of Transmittal; provided, further, that, with respect to any Transaction Expenses unpaid at Closingshares of Common Stock that constitute Restricted Shares immediately prior to the Closing and identified on the Payment Schedule, any payment in respect of such Restricted Shares shall be paid by the Company through its ordinary payroll processes (including with respect to any applicable tax withholding); (ii) (x) deliver to the Company, by wire transfer of immediately available funds to a bank account(s) designated in writing by the accounts Company, an aggregate amount equal to the In-The-Money Option Payment allocable to all In-the-Money Options and in (y) cause the amounts specified Company to pay to each Optionholder an amount equal to the In-The-Money Option Payment allocable to such Optionholder’s In-the-Money Options as set forth on the Closing Transaction Expenses Certificate.Payment Schedule, which amount shall be payable by the Company through its ordinary payroll processes (including with respect to any applicable tax withholding); (iii) (x) deliver to the Company, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Company, an aggregate amount equal to the Restricted Stock Unit Payment allocable to all Restricted Stock Units and (y) cause the Company to pay to each RSU Holder an amount equal to the Restricted Stock Unit Payment allocable to such RSU Holder’s Restricted Stock Units as set forth on the Payment Schedule, which amount shall be payable by the Company in accordance with its ordinary payroll processes (including with respect to any applicable tax withholding); (iv) deliver to the Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Representative (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the Reserve Amount; (v) deliver to the Escrow Agent: , by wire transfer of immediately available funds to a bank account(s) designated in writing by the Escrow Agent (Asuch designation to be made at least two (2) Stock certificates in Business Days prior to the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion Closing Date) as an escrow account(s) (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of “Escrow Account”), $600,000 2,500,000 (the “Escrow Amount”) to be held by the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Common Stock PaymentEscrow Agreement; (vi) (a) deliver, which by wire transfer of immediately available funds to a bank account(s) designated in the parties agree Payoff Letter or in writing by each Person to whom any portion of the Credit Facilities Payoff Amount is owed (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to 114,943 shares the portion of Buyer’s Common Stock the Credit Facilities Payoff Amount owing to such Person, on behalf of the Company and the Company Subsidiaries and (b) deliver, by wire transfer of immediately available funds to a bank account(s) designated in any additional payoff letter required to be delivered to Parent under Section 6.10(ii), an amount in cash equal to the portion required to be paid pursuant to any such payoff letter, on behalf of the Company and the Company Subsidiaries; (vii) deliver, by wire transfer of immediately available funds to a bank account(s) designated in writing by each Person to whom any portion of the Company Expenses is owed (such sharesdesignation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the “Escrowed Shares” portion of the Company Expenses owing to such Person, on behalf of the Company and such stock certificatesthe Company Subsidiaries; (viii) deliver to the Representative and the Escrow Agent, a copy of the “Escrow Certificates”)Agreement, duly executed by ▇▇▇▇▇▇; and (Bix) deliver to the Escrow AgreementRepresentative, a copy of the paying agent agreement, duly executed by Buyer▇▇▇▇▇▇ and the Paying Agent. (b) At the Closing, Sellers’ Representative and the The Company shall deliver to Buyer: (i) stock certificates evidencing Parent and the SharesEscrow Agent, free and clear a copy of all Encumbrancesthe Escrow Agreement, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents, executed by Sellers, the Representative and all other agreements, documents, instruments or certificates required to be delivered by Sellers, Sellers’ Representative or the Company at or prior to the Closing pursuant to Section 7.02Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer shall: (i) deliver deposit with the Escrow Agent an amount equal to Sellers’ Representative:the Adjustment Escrow Amount; (Aii) pay to the Shareholders, on behalf of ▇▇▇▇▇▇, an amount equal to the Estimated Closing Date Cash Payment (by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on accordance with the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure SchedulesPayment Spreadsheet); (Biii) Stock certificates deliver to the Representative an escrow agreement substantially in the name form of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion Exhibit B hereto (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial SharesEscrow Agreement”), duly executed by the Buyer; (iv) deliver to Holdco all documents, instruments or certificates necessary to transfer the Transferred Interests to the Buyer; and (Cv) deliver to the Ancillary Documents and Shareholders all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement (including Section 7.03 of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock7.3 hereof). (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (iii) deliver to the Escrow Agent: (A) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”) of the Common Stock Payment, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”); and (B) the Escrow Agreement, executed by Buyer. (b) At the Closing, Sellers’ Representative and the Company Shareholders, as applicable, shall deliver deliver, or cause to be delivered, to the Buyer: (i) a certificate or certificates representing the Transferred Interests, duly endorsed or accompanied by stock certificates evidencing powers duly endorsed in blank and with all required stock Transfer Tax stamps affixed; (ii) all other documents and instruments necessary to vest in the SharesBuyer all of the Holdco’s right, title and interest in and to the Transferred Interests, free and clear of all EncumbrancesLiens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind; (iii) all copies of the consents, approvals and notices (if any) listed on Schedule 2.3(b)(iii) obtained or provided, as the case may be, in form and substance satisfactory to the Buyer; (iv) the Escrow Agreement, duly endorsed executed by the Representative; (v) evidence of the termination of any Contracts between the Acquired Companies, on the one hand, and any Shareholder, any Affiliate of a Shareholder or any family member of a Shareholder, on the other hand, as set forth in blank Section 6.4; (vi) the Books and Records; (vii) the Landlord Estoppel Certificates, in form and substance satisfactory to the Buyer; (viii) customary payoff letters from the holders of Indebtedness with respect to Indebtedness of the type described in clauses (a) and (b) of the definition of Indebtedness (the “Indebtedness for Borrowed Money”), including appropriate releases of all security interests recorded against the Acquired Companies’ assets and termination of any guarantees (in each case, in a form and substance reasonably satisfactory to the Buyer); (ix) duly signed resignations (including releases of claims) in form and substance reasonably satisfactory to the Buyer, effective as of the Closing, of (A) all members of the boards of directors or managers (as applicable) of each of the Acquired Companies of their positions as directors or managers (as applicable) and (B) if requested by the Buyer prior to the Closing, any officers of any Acquired Company of their positions as officers; (x) a copy of (A) the certificate of incorporation, as amended (or similar incorporation or formation documents), of each Acquired Company, certified, as applicable, by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date reasonably promptly prior to the Closing and accompanied by stock powers a certificate of the Secretary or other instruments appropriate officer of transfer each such entity, dated as of the Closing, stating that no amendments have been made to such certificate of incorporation (or similar incorporation or formation documents) since such date and (B) all other Organizational Documents of each Acquired Company, certified by the Secretary or other appropriate officer of each such entity; (xi) good standing certificates for each Acquired Company that is a United States entity from the Secretary of State of the jurisdiction in which case such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which Acquired Company is qualified to do business as a foreign corporation, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing; (xii) good standing certificates for each Acquired Company that is not a United States entity from the jurisdiction in which case such entity is incorporated or organized, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing; (xiii) a certificate signed by the Secretary or Assistant Secretary of the Company and Holdco, dated as of the Closing Date, certifying as to (A) the accuracy and full force and effect of resolutions adopted by the board of directors of the Company and Holdco regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate, (B) the accuracy and full force and effect of resolutions adopted by the Shareholders, the Company and Holdco regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate, and (C) the names and signatures of the trustees, officers, or other persons of the Shareholders, Holdco and the Company authorized to sign this Agreement; (xiv) a properly prepared and duly executed IRS Form W-9 of Holdco; (xv) the Intellectual Property assignment agreements substantially in blankthe form of Exhibit E hereto (the “Intellectual Property Assignment Agreement”), with all required stock transfer tax stamps affixed theretoduly executed by each of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (xvi) such documents as may reasonably be requested by the Buyer; and (iixvii) the Ancillary Documents, executed by Sellers, and all other agreements, documents, instruments or certificates required to be delivered by Sellersthe Shareholders, Sellers’ and the Representative or the Company as applicable, at or prior to the Closing pursuant to this Agreement (including Section 7.027.2 hereof).

Transactions to be Effected at the Closing. (a) At On the ClosingClosing Date, Buyer each of the Harbinger Parties shall: (i) deliver to Sellers’ Representative: the Company a certificate (Athe “Closing Contribution Certificate”) duly executed by an authorized officer of such Harbinger Party, setting forth the number, if any, of additional shares of SBH Common Stock to be contributed by such Harbinger Party in the Transaction and indicating whether such shares are certificated or uncertificated. From and after delivery of the Closing Date Cash Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative Contribution Certificate, such shares shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules); (B) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required be deemed to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 Contributed Shares for all purposes of this Agreement, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock).; (ii) pay, on behalf provide written notice to SBH of the Company or Sellers, Transaction and the following amounts: (A) Indebtedness contribution of the Company to be paid at Closing, by wire transfer of immediately available funds Contributed Shares to the accounts and in Company and, provided that the amounts specified on Company is eligible to receive the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at ClosingContributed Shares through DTC, by wire request that SBH instruct its designated transfer agent to credit the aggregate number of immediately available funds uncertificated Contributed Shares to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.Company’s balance account with DTC through its Deposit Withdrawal Agent Commission system; (iii) deliver to the Escrow Agent: (A) Stock Company stock certificates representing the Contributed Shares that are certificated, in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Escrow Amount”) of the Common Stock Paymentcase, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such properly endorsed or accompanied by duly executed stock certificates, the “Escrow Certificates”)powers; and (Biv) deliver to the Escrow AgreementCompany each of the documents, executed certificates and items required to be delivered by Buyersuch Harbinger Party pursuant to Section 5.2. (b) At On the ClosingClosing Date, Sellers’ Representative and the Company shall deliver to Buyershall: (i) (A) subject to Section 1.4(b), issue to each Harbinger Party stock certificates evidencing representing a number of newly-issued, fully paid and non-assessable shares of Company Common Stock obtained by multiplying (x) the Sharesnumber of Contributed Shares contributed to the Company by such Harbinger Party at the Closing by (y) the Exchange Ratio, free and clear of all Encumbranceswhich certificates shall be, duly in each case, properly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed stock powers, and (B) instruct its designated transfer agent to update the stock ledger of the Company to reflect the issuance described in blank, with all required stock transfer tax stamps affixed theretoclause (A); and (ii) deliver to the Ancillary Documents, executed by Sellers, and all other agreements, Harbinger Parties each of the documents, instruments or certificates and items required to be delivered by Sellers, Sellers’ Representative or the Company at or prior to the Closing pursuant to Section 7.025.3.

Transactions to be Effected at the Closing. At the Closing: (a) At the Closing, Buyer shall: each Seller shall deliver to Purchaser: (i) deliver certificates representing such Seller's shares of Common Stock, as set forth next to Sellers’ Representative: such Seller's name on the Seller Purchase Price Allocation Schedule; (Aii) certificates representing such Seller's shares of Preferred Stock, as set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule, in each case duly endorsed to Purchaser or accompanied by stock powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by each other Seller, shall represent 100% of the shares of Common Stock and Preferred Stock of the Company outstanding as of the Closing Date; (iii) if such Seller is a participant in the Phantom Stock Plan, documents evidencing that such Seller has been paid all amounts owing to such Seller pursuant to the Phantom Stock Plan and releasing the Company from any further Liability with respect to the Phantom Stock Plan; (iv) if such Seller is a party to an Executive Stock Agreement, documents evidencing that such Seller has received the shares of restricted Common Stock issuable to such Seller in connection with such Executive Stock Agreement and releasing the Company from any Liability with respect to the shares of restricted Common Stock to be issued pursuant to such Executive Stock Agreement; (v) if such Seller is identified on Schedule 1.04(a)(v), a counterpart of an Other Seller Noncompetition and Confidentiality Agreement executed by such Seller and (vi) a certificate dated as of the Closing Date Cash Payment by wire transfer stating such Seller's name, tax identifying number and address, stating that such Seller is not a "foreign person", sworn to under penalties of immediately available funds perjury and otherwise in form and substance sufficient to an account designated in writing by Sellers’ Representative to Buyer on satisfy the Closing Date. Sellers’ Representative shall have requirement of Treasury Regulation Section 1.1445-2(b)(2) (the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules"FIRPTA Certificate");. (Bb) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal Purchaser shall deliver to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement, including, without limitationEscrow Agent, (i) cash in an amount equal to the Employee Retention Bonus Agreements with certain employees of the CompanyClosing Escrow Amount, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with Notes to be issued to each Seller and (iii) certificates representing the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Purchaser Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock)to be issued to each Seller. (iic) pay, on behalf Pursuant to the terms of the Company or SellersClosing Escrow Agreement, the following amounts: Closing Escrow Agent shall (Ai) Indebtedness of the Company to be paid at Closing, deliver by wire transfer to such bank account of Well▇ ▇▇▇go Bank, National Association designated in writing by the Company (such designation to be made at least three business days prior to the Closing Date), immediately available funds in an amount equal to the accounts Credit Facility Amount, as shown on payoff letters obtained by the Company from Well▇ ▇▇▇go Bank, National Association and in the amounts specified on delivered to Purchaser at least one day prior to the Closing Indebtedness CertificateDate, (ii) deliver payment to the applicable accounts designated therefor of all Transaction Expenses, (iii) deliver payment of all amounts required to liquidate all outstanding Phantom Stock accounts, and (iv) deliver the remainder of the Closing Escrow Amount and deliver the Seller Notes and the certificates representing the Purchaser Common Stock in accordance with the Seller Purchase Price Allocation Schedule. (d) Purchaser shall deliver to the Working Capital Escrow Agent the Working Capital Adjustment Escrow Amount to be held pursuant to the Working Capital Adjustment Escrow Agreement; and (Be) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (iii) Purchaser shall deliver to the Indemnification Escrow Agent: (A) Stock certificates in Agent the name of each Seller representing such number of shares of Buyer’s Common Stock equal Indemnification Escrow Amount to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of be held pursuant to the Company set forth in Section 3.02 of the Disclosure Schedules) of $600,000 (the “Indemnification Escrow Amount”) of the Common Stock Payment, which the parties agree is equal to 114,943 shares of Buyer’s Common Stock (such shares, the “Escrowed Shares” and such stock certificates, the “Escrow Certificates”)Agreement; and (B) the Escrow Agreement, executed by Buyer. (b) At the Closing, Sellers’ Representative and the Company shall deliver to Buyer: (i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents, executed by Sellers, and all other agreements, documents, instruments or certificates required to be delivered by Sellers, Sellers’ Representative or the Company at or prior to the Closing pursuant to Section 7.02.