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

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. At the Closing: (a) At the ClosingSeller shall or shall cause its subsidiaries, the Buyer will: as applicable, to deliver to Purchaser or its subsidiaries, as applicable, (i) pay certificates representing the Shares and the Foreign Shares (which delivery of the Foreign Shares shall be made in such jurisdictions as Seller may direct, provided that delivery in such jurisdictions results in no material incremental cost to Purchaser or its subsidiaries), duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed and (ii) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the Sellers conditions and compliance with the covenants set forth in this Agreement; and (b) Purchaser shall or shall cause its subsidiaries, as applicable, to deliver to Seller or its subsidiaries, as applicable, (i) payment, by wire transfer of to bank account(s) designated in writing by Seller (such designation to be made at least two business days prior to the Closing Date), in immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) of an aggregate amount equal to (A) the Purchase Price (B)(1) minus the absolute amount of Estimated Closing Net Debt, if Estimated Closing Net Debt is a negative number or (B2) plus the Aggregate VCS Payment absolute amount of Estimated Closing Net Debt, if Estimated Closing Net Debt is a positive number, and (C)(1) plus the absolute amount of the Estimated Working Capital Adjustment, if the Estimated Working Capital Adjustment is a positive number or (2) minus the absolute amount of the Estimated Working Capital Adjustment, if the Estimated Working Capital Adjustment is a negative number (such amount, the “Closing Date Amount; ”) and (ii) pay such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the Company (by wire transfer of immediately available funds conditions and compliance with the covenants set forth in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall deliver to Sellers: (i) pay to the Sellers Purchase Price (less the Holdback Consideration) by wire transfer of immediately available funds to bank accounts and in U.S. Dollars amounts set forth on Exhibit A, which Exhibit A shall be prepared by Sellers and delivered to such account or accounts specified by Buyer at least five (5) Business Days before Closing and shall set forth the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) portion of the Purchase Price minus (B) to be paid by Buyer to each Seller at Closing in accordance with the Aggregate VCS Payment Amount;Allocation Percentage of each Seller; and (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates Transaction Documents required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement, including, but not limited to, those Transaction Documents set forth in Section 7.03. (b) At the Closing, each Seller will Sellers shall deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result an assignment of the transactions contemplated byMembership Units to Buyer in form and substance reasonably satisfactory to Buyer (the “Assignment”), or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; andduly executed by Sellers; (ii) all documents, instruments or certificates Transaction Documents required to be delivered by such Seller Sellers or the Company at or prior to the Closing pursuant to Section 7.1 this Agreement, including, but not limited to, those Transaction Documents set forth in Section 7.02; and (iii) from each Seller, a properly completed and duly executed IRS Form W-9. (c) Immediately prior At the Closing, Buyer shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then‑outstanding balance of all Indebtedness set forth on Exhibit B by wire transfer of immediately available funds to the account(s), in the amounts, and in accordance with the payoff instructions indicated in the payoff letters delivered by the holders of such Indebtedness. (d) At the Closing, Buyer shall repay, or cause to be repaid, on behalf of the Company and Sellers, by wire transfer of immediately available funds, all amounts necessary to discharge fully all Closing Date Sellers Expenses, in the amounts and in accordance with the payment instructions set forth on Exhibit B. (e) Sellers shall prepare and deliver Exhibit B to Buyer at least five (5) Business Days before Closing. (f) All deliveries, payments, and other transactions and documents relating to the Closing shall be interdependent, and none shall be effective unless or until all are effective (except for any of which the party or parties entitled to the benefit thereof has expressly waived in writing satisfaction or performance thereof as a condition precedent to the Closing). (g) At the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding Buyer shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at retain the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal Holdback Consideration subject to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this terms and conditions of Section 2.3(c) shall be made concurrently with the Closing2.07.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall deliver to Seller: (i) pay The Cash Consideration, subject to the Sellers (any Closing Adjustment pursuant to Section 2.04(a), by wire transfer of immediately available funds to an account of Seller designated in U.S. Dollars writing by Seller to such account or accounts specified by the Sellers to the Buyer no later than five (5) Business Days prior to the ClosingClosing Date minus Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the “Holdback Escrow Fund”). The Holdback Escrow Fund shall be held in escrow pursuant to Section 2.05 of this Agreement and the terms and conditions of an aggregate amount equal to escrow agreement substantially in the form attached hereto as Exhibit A (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount“Escrow Agreement”); (ii) pay to stock certificates evidencing the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountStock Consideration; and (iii) deliver to the Sellers Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (b) At the Closing, each Seller will shall deliver to the Buyer: (i) all such Seller’s rightstock certificates evidencing the Shares, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank in form and substance reasonably satisfactory to Buyer, with all required stock transfer tax stamps affixed thereto; (other than Liens ii) the Closing Cash Deficiency (xas provided in Section 2.04(a) arising pursuant tobelow), or as a result if any, by wire transfer of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant immediately available funds to an Instrument of Assignmentaccount designated by Buyer no later than two (2) Business Days prior to the Closing Date; and (iiiii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (c) Immediately prior Except for the Indebtedness identified in Exhibit B attached hereto, for which payoff letters will be delivered to Buyer pursuant to Section 7.02(l) below, as of the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at ▇▇▇▇▇▇▇▇ and the Closing Company to have no Indebtedness. At the Closing, Buyer shall pay or cause to be satisfied paid, on behalf of ▇▇▇▇▇▇▇▇ and cancelled by the Company’s payment , the amounts of Indebtedness indicated pursuant to each holder Section 7.02(l) by wire transfer of any Value Creation Share Award at the Closing in an amount in cash equal immediately available funds to the amount due to Persons or bank accounts specified in such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closingpayoff letters.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) each Seller shall deliver to the Sellers Purchaser all other agreements, documents, instruments or and certificates required to be delivered by such Seller (and, where applicable, executed by such Seller and/or the Buyer Company or a duly authorized officer of such Seller and/or Company) at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the BuyerPurchaser shall: (i) all such Seller’s right, title and interest in and deliver to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” Paying Agent, free and clear of all Liens any withholding or deductions, an amount equal to the Closing Payment Amount minus the Adjustment Escrow Amount, the Indian Cash Escrow Amount and (other than Liens only if a Carve-out has occurred) the Carve-out Escrow Amount and minus the Banking Institutions Payoff Amount (x) arising pursuant to, or net of the amount by which the Purchase Price has been reduced as a result of the transactions contemplated by, or described in, this Agreement, (y) arising Banking Institutions Payoff Amount also constituting Indebtedness pursuant to Section 2.2(a)) in immediately available funds (the “Paying Agent Amount”) to the account specified by the Paying Agent to the Purchaser to be further allocated by the Paying Agent, in accordance with Section 2.8 and Section 2.10 below, as follows: A. to each Seller (other than holders of Section 102 Shares), such Seller’s Relevant Portion of the Paying Agent Amount; B. the Non-Section 102 Amount to, at the choice of the Sellers’ Representative as shall be communicated to the Paying Agent within ten (10) Business Days hereof: (i) the payroll processing service or system of the applicable securities Laws non-Israeli resident Subsidiary; who shall remit such amounts to the applicable Non-Section 102 Holders through local payroll (less the applicable Taxes required to be withheld with respect to such payment) or (ii) a paying agent designated by the Sellers’ Representative (reasonably acceptable to the Purchaser); C. the Warrant Amount to the Company Warrantholder; D. an amount equal to the Section 102 Amount, as set forth on the Consideration Allocation Certificate to the 102 Trustee, to be held and released in accordance with the provisions of Section 102, subject to the receipt (zon or after Closing) for Taxes not yet due or delinquent or being contested by the 102 Trustee of a duly executed Option Cancellation Agreement and in good faith) pursuant to an Instrument of Assignmentaccordance with Section 2.8 below; and (ii) the Section 3(i) Amount to the Section 3(i) Holders, (iii) deliver to the Escrow Agent an amount equal to the Adjustment Escrow Amount, the Indian Cash Escrow Amount, the Indian Sale Proceeds Escrow Amount and (only if a Carve-out has occurred) the Carve-out Escrow Amount, free and clear of any withholding or deductions, by wire transfer of immediately available funds to the Escrow Account, which amount is to be held and released in accordance with the provisions of Sections 2.7(g), 2.7(i) and 2.7(j), and the Escrow Agreement; (iv) deliver to each Banking Institution to the bank account designated by such Banking Institution in the applicable Bank Payoff Letter an amount equal to such Banking Institution’s portion of the Banking Institutions Payoff Amount; and (v) deliver to each Seller all agreements, documents, instruments or certificates required to be delivered by such Seller the Purchaser at or prior to the Closing pursuant to Section 7.1 7.3 of this Agreement. (c) Immediately prior All transactions to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding take place at the Closing shall be deemed to take place simultaneously on the Closing Date, and no transaction hereunder shall be deemed to have been completed, or any document delivered, until all such transactions have been completed and all agreements, documents, instruments or certificates required to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closingdelivered hereunder have been delivered.

Transactions to be Effected at the Closing. and Post-Closing. (a) At the Closing, the Buyer willshall: (i) pay subject to that certain Direction Letter issued by Sellers to Buyer as of even date hereof (“Direction Letter”): (A) deliver to Sellers the Sellers Initial Cash Payment (by wire transfer of immediately available funds funds) to an account designated in U.S. Dollars to such account or accounts specified writing by the Sellers to the Buyer no later than two Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountClosing Date; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iiiB) deliver to the Sellers and Redacted [Private Identifying Information], as applicable and in accordance with the terms contained on Exhibit 2.03(a), (i) shares of Buyer’s common stock (the “Buyer Closing Shares”) and (ii) warrants to purchase shares of Buyer’s common stock, such warrant substantially in the form attached as Exhibit F (the “Warrants”). The Buyer Closing Shares and the Warrants are subject to those terms contained on Exhibit 2.03(a); (C) commit to issue to the Sellers, as applicable and in accordance with the terms contained on Exhibit 2.03(a), shares of Issuer’s common stock (collectively, the “Earnout Shares” and, together with the Buyer Closing Shares, the “Transaction Shares”) in accordance with the terms contained on Exhibit 2.03(a); and (D) deliver the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 6.03 of this Agreement. (ii) pay, on behalf of the Company or Sellers, the Indebtedness to be paid at Closing, by wire transfer of immediately available funds in the amounts specified as follows under the heading “Initial Cash Purchase Price”):‌ provided, however, that the parties acknowledge that $200,000 of the Initial Cash Purchase Price will be funded directly to the Company and the Company shall pay such amount to the third party creditors owed portions of such amount as “Redacted” [Private Identifying Information] accounts payable as indicated above. (b) At the Closing, each Seller will shall deliver to the Buyer: (i) all such Seller’s rightcertificates evidencing the Units, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by stock powers or other than Liens (x) arising pursuant toinstruments of transfer duly executed in blank, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentwith all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by such each Seller at or prior to the Closing pursuant to Section 7.1 6.02. (c) The parties further agree and acknowledge that (a) the Cash Purchase Price, (b) the Company’s assumption of the Company Note, (c) Buyer’s issuance of the Buyer Closing Shares and Warrants; and (d) Buyer’s commitment to issue the Earnout Shares in accordance with Exhibit 2.03(a) collectively are sufficient consideration for the Sellers’ sale of the Units and that no adjustment to the Purchase Price in accordance with this Agreement will affect the validity of the sale of the Units to Buyer or the other transactions contemplated by this Agreement. (cd) Immediately prior The Remaining Cash Payment shall be due and payable as follows: (i) The Remaining Cash Payment will be due to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause following recipients and in the amounts specified as follows under the heading “Remaining Cash Purchase Price”): (ii) Upon each Value Creation Share Award outstanding at Issuer financing (that occurs after the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing Public Date) in an amount resulting in cash equal gross proceeds to the Issuer of less than $5,000,000, then one-half (1/2) of each such financing’s proceeds (but in no event more than the aggregate amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(cof outstanding unpaid Remaining Cash Payment) shall be made concurrently become immediately due and payable in accordance with the Closing.Section 2.03(d)(i) above,

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall deliver: (i) pay to Sellers’ Representative, the Sellers (Closing Cash Consideration by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts specified that shall be designated in writing by the Sellers Sellers’ Representative to the Buyer no later than two Business Days prior to the Closing) an aggregate amount equal Closing Date for further payment by Sellers’ Representative to Sellers in accordance with Sellers’ applicable Selling Percentages (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount;or such other manner as agreed to by Sellers); and (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account applicable lenders or accounts specified by creditors, the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; andOutstanding Debt; (iii) deliver to the applicable third-party payees, the Transaction Costs; (iv) to Sellers’ Representative, the Common Stock Consideration for further distribution by Sellers’ Representative to Sellers in accordance with Sellers’ applicable Selling Percentages (or such other manner as agreed to by Sellers); provided that, with respect to each distribution of shares of Sterling Common Stock comprising the Common Stock Consideration to the individual Sellers, the number of shares of Sterling Common Stock deliverable to the individual Sellers shall be rounded up or down, as shall be determined by Sellers’ Representative, to the nearest whole number to eliminate fractional shares and so that the aggregate number of shares comprising the Common Stock Consideration are delivered to Sellers as a whole; (v) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement8.03. (b) At the Closing, each Seller will shall deliver to the Buyer: (i) all stock certificates evidencing the Shares held by such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by stock powers or other than Liens (x) arising pursuant toinstruments of transfer duly executed in blank, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentwith all required stock transfer tax stamps affixed thereto; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement8.02. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to Sellers the Sellers (Net Cash Consideration by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to accounts of Sellers set forth in the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountClosing Worksheet; (ii) pay issue the Seller Units in the name of each Seller and other Person entitled thereto in accordance as set forth in the Closing Worksheet, but retain such Seller Units in escrow until released as provided herein; (iii) issue and deliver the Non-escrow Units to the Company (by wire transfer of immediately available funds Sellers entitled thereto as set forth in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountClosing Worksheet; and (iiiiv) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (b) At the Closing, each Seller will Sellers shall deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result an assignment of the transactions contemplated byMembership Interests to Buyer in form and substance reasonably satisfactory to Buyer (the “Assignment”), or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentduly executed by each Seller; and (ii) all other agreements, documents, instruments or certificates required to be delivered by such Seller Sellers at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (c) Immediately prior In addition to the Closingdeliveries contemplated by Sections 2.03(a) and 2.03(b), all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing (or, in the case of the Release Agreements described in clause (ii) below, as soon as practicable, but in no event more than ten (10) Business Days, following the Closing), Sellers shall deliver or cause to be satisfied delivered to Buyer: (i) a list of and cancelled by the Company’s payment amount due to each holder of any Value Creation Share Award at Company Indebtedness; (ii) subject to the last few sentences of this Section 2.03(c), a release and waiver of claims agreement (specifically including, in the case of Persons having options or equity interests in the Company, a waiver of all applicable appraisers’ and/or dissenters’ rights), in a form reasonably acceptable to Buyer (each, a “Release Agreement”), duly executed by each of Casual Dining Ventures, Inc., M▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, F▇▇▇ ▇▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇, T&T and each Greenstalk Entity; (iii) evidence reasonably satisfactory to Buyer that the Ultimate Net Loss Obligation Agreement dated October 12, 2012 between the Company and Franchise Credit, LLC has been, or as of the Closing in an amount in cash equal shall be, terminated, it being understood that the payoff letter or confirmation of satisfaction from Franchise Credit, LLC, together with the Repayment and Release Agreement effective as of December 18, 2017, by and among the Company, J▇▇▇ ▇▇▇▇ and Franchise Credit, LLC, shall be sufficient evidence thereof; and (iv) evidence reasonably satisfactory to Buyer that Chitowngus LLC is waiving and declining to exercise its right to terminate the amount due Area Director Agreement dated December 22, 2010, as amended by the Amendment to such holder under Area Director Agreement dated December 22, 2010, by and between the Value Creation Shares Plan arising from or otherwise triggered by Company and Chitowngus LLC, which right to terminate arises as a result of the transactions contemplated by hereby. Notwithstanding anything to the contrary expressed or implied in this Agreement (less any applicable withholding Taxes). The payments to be made by Agreement, Buyer understands that Sellers and the Company pursuant to this Section 2.3(c) are in dispute with T&T and the Greenstalk Entities, which disputes make it unlikely that Sellers shall be made concurrently with able to deliver a Release Agreement from T&T or any Greenstalk Entity on or prior to the tenth (10th) Business Day following the Closing. Accordingly, when and if Sellers and T&T or the Greenstalk Entities agree to the number of Units to which any such Person is entitled, Sellers shall so notify Buyer in writing and the number of Seller Units issued to such Person on the Closing Date shall be adjusted to reflect such agreement (with any upward adjustment reducing, on a pro rata basis, the number of Seller Units issued to Sellers and any downward adjustment increasing, on a pro rata basis, the number of Seller Units issued to Sellers).

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willAcquirors shall deliver: (i) pay the Cash Consideration to (x) the Administrative Agent under the AS Credit Facility in the amount specified in the payoff letter to be delivered by such Administrative Agent prior to the Sellers (Closing Date to repay certain amounts due under the AS Credit Facility, in cash by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts designated in such payoff letter; (y) certain Affiliates of the Sellers in the amounts specified in a payoff letter to be delivered by the Sellers to the Buyer prior to the Closing) an aggregate amount equal Closing Date to (A) repay certain intercompany indebtedness of the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (Acquired Companies, in cash by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts specified designated in such payoff letter; and (z) to the Sellers (distributed to each Seller on a pro rata basis in accordance with each Seller’s respective ownership of the Company Common Stock as of the Closing Date) the remaining amount of the Cash Consideration after giving effect to the payments under clauses (x) and (y) above; (ii) stock certificate(s) evidencing the Stock Consideration in the names and denominations requested by the Sellers, free and clear of all Liens; (iii) funds to pay the Transaction Expenses, estimated to be approximately $50 million with the final amount thereof to be agreed to between the Sellers to and the Buyer Acquirors prior to the Closing) an amount equal , to the Aggregate VCS Payment Amountpayees of the amounts owed thereto; and (iiiiv) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by the Buyer Acquirors at or prior to the Closing pursuant to Section 7.2 8.02 of this Agreement. (b) At the Closing, each Seller will shall deliver to the BuyerAcquirors, on behalf of such Seller: (i) all stock certificate(s) evidencing such Seller’s rightShares, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Liens, other than Liens (x) arising pursuant toPermitted Liens, duly endorsed in blank or as a result accompanied by stock powers or other instruments of the transactions contemplated bytransfer duly executed in blank, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentwith all required stock transfer tax stamps affixed thereto; and (ii) all other agreements, documents, instruments or certificates required to be delivered by such Seller the Sellers at or prior to the Closing pursuant to Section 7.1 8.03 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to Sellers: (A) in accordance with the Sellers (allocations set forth in Schedule 1 attached hereto, the cash portion of the Closing Date Payment by wire transfer of immediately available funds to accounts designated in U.S. Dollars writing by Sellers’ Representative to such account or accounts specified by the Sellers to the Buyer no later than two Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus Closing Date; (B) the Aggregate VCS Payment Amount; (ii) pay shares of AgEagle Stock referred to in Section 2.02(a)(ii), in book entry form, to each Seller in the amounts set forth opposite each Seller’s name on Schedule 1 attached hereto; provided that, the Company shall have up to five (by wire transfer 5) Business Days following the Closing Date to deliver confirmation of immediately available funds in U.S. Dollars to the issuance of such account or accounts specified by shares of AgEagle Stock; and (C) the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 2.03(b); (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; provided, that, the Buyer shall wire transfer $190,504.15 to Silicon Valley Bank representing the outstanding amount of the Paycheck Protection Program Loan previously obtained by the Company (the “PPP Loan”), which amount shall be held in escrow in accordance with Section 2.03(b)(v) below; (iii) deliver to the Sellers’ Representative a duly executed certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary 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; (iv) deliver to the Sellers’ Representative a duly executed certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (v) deliver to Sellers the Ancillary Documents and all other agreements, documents, instruments or certificates as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement shall be delivered by Sellers at or prior to the Closing. (b) At the Closing, each Seller will Sellers or Sellers’ Representative shall deliver to the Buyer: (i) all such Seller’s rightstock certificates evidencing the Shares, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens 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; (other than Liens ii) executed counterparts of all approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules; (xiii) arising duly executed resignations of the directors and officers of the Company requested by Buyer pursuant toto Section 5.01; (iv) the Estimated Closing Working Capital Statement contemplated in Section 2.04(a)(ii); (v) a duly executed escrow agreement between Sellers’ Representative and Silicon Valley Bank, the Company’s PPP Loan lender, which escrows for the benefit of the Sellers an amount equal to $190,504.15, representing the outstanding PPP Loan received by the Company, with the amount to be released at such time, and conditional upon, the PPP Loan having been forgiven by the U.S. Small Business Administration (or as applicable lender thereof) and no further amounts are due thereunder; (vi) a result good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (vii) a duly executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) that no Seller is a foreign person within the meaning of Section 1445 of the Code; (viii) a duly executed certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Sellers’ Representative certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors (or equivalent governing body) of each Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated byhereby 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; (ix) a duly executed certificate of the Secretary or described in, an Assistant Secretary (or equivalent officer) of Sellers’ Representative certifying the names and signatures of the officers of each Seller authorized to sign this Agreement, (y) arising pursuant the Ancillary Documents and the other documents to applicable securities Laws be delivered hereunder and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentthereunder; and (iix) the Ancillary Documents and all other agreements, documents, instruments or certificates required as Buyer reasonably requests and are reasonably necessary to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by consummate the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with delivered by Sellers at or prior to the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver the Buyer willfollowing payments: (i) pay The following amount shall be payable by wire transfer or other immediately available funds, to or on behalf of Kamber, to the Sellers account(s) set forth in the Closing Direction Letter: (Ownership Percentage of Kamber) x (Adjusted Closing Price) (ii) The following amount shall be payable by wire transfer or other immediately available funds, to or on behalf of ▇▇▇▇▇▇▇▇▇, to the account(s) set forth in the Closing Direction Letter: ((Ownership Percentage of ▇▇▇▇▇▇▇▇▇) x (Adjusted Closing Price)) + (37.5% of the Additional Closing Payment) (iii) The following amount shall be payable by wire transfer or other immediately available funds, to or on behalf of ▇▇▇▇▇, to the account(s) set forth in the Closing Direction Letter: ((Ownership Percentage of ▇▇▇▇▇) x (Adjusted Closing Price)) + (37.5% of the Additional Closing Payment) (iv) the Indebtedness, payable by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to recipients thereof set forth in the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountPayoff Letters; (iiv) pay to the Company (Sellers Representative Holdback Amount, payable by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to account set forth in the Closing) an amount equal to the Aggregate VCS Payment AmountClosing Direction Letter; and (iiivi) deliver the Option Consideration, payable by wire transfer of immediately available funds to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to a Company account set forth in the Closing pursuant to Section 7.2 of this AgreementDirection Letter. (b) At the Closing, each Seller will deliver to Buyer shall retain the Buyer: (i) all such Seller’s right, title Deferred Payments and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result 25% of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant Additional Closing Payment; provided that it shall have no duty to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by segregate such Seller at or prior to the Closing pursuant to Section 7.1 this Agreementfunds. (c) Immediately prior to At the Closing, Sellers shall deliver stock certificates representing all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at of the Closing to be satisfied and cancelled Shares, duly endorsed in blank by the Company’s payment to each record holder of thereof, or accompanied by stock powers duly executed in blank, in proper form for transfer approved by Buyer, together with any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from other transfer or otherwise triggered transmittal documentation reasonably requested by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the ClosingBuyer.

Transactions to be Effected at the Closing. (a) At On or prior to the ClosingClosing Date, the Buyer willfollowing transactions shall be effected: (i) pay The Buyer shall deliver to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account Seller one or accounts specified by the Sellers to more stock certificates representing the Buyer prior to Shares, duly executed by authorized officers of the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount;Buyer. (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers The Seller shall deliver to the Buyer prior to one or more stock certificates representing the Closing) an amount equal to the Aggregate VCS Payment Amount; andSeller Shares, duly executed by authorized officers of Giant. (iii) deliver to the Sellers This Agreement and all other agreements, documents, instruments or certificates required to be delivered on the Closing Date by the Buyer respective parties shall be delivered at or prior to the Closing pursuant Date in accordance with the terms hereof. (iv) On and as of the Closing Date, GIANT shall have sufficient cash and working capital to allow GIANT to operate in the ordinary course of business consistent with past practices. Further, sufficient cash shall be available on the date of Closing to pay federal and state income taxes on taxable income through the date of Closing. Notwithstanding anything to the contrary in this Agreement, the Buyer and the Seller acknowledge and agree that if the Seller determines, in its reasonable discretion, that GIANT requires additional cash on the Closing Date for the condition in the immediately preceding sentence to be satisfied, then the Sellers may promptly contribute a portion of the proceeds of the Purchase Price (after receipt thereof from the Buyer) to GIANT to ensure that such condition will be satisfied after giving effect to any such contribution, without violating this Section 7.2 1.05(a)(iv). (v) The amount of working capital and taxes due to be available on the date of Closing shall be mutually agreed upon by the Sellers and Buyer, but in no event, shall the amount of working capital available at closing be less than the amount of working capital on Giant’s balance sheet as of the date of execution of this Agreement. (vi) Buyer shall confirm and acknowledge to Sellers that F▇▇▇▇ ▇▇▇▇▇▇▇ receive the following compensation in connection with his position as the General Manager of Giant consistent with his past compensation. (vii) F▇▇▇▇ ▇▇▇▇▇▇▇ and A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be required to execute a non-compete agreement agreeing not to compete in a similar business of the Buyer. The term of the non-compete agreement shall be for a period of not less than 5 years commencing upon the termination of his employment contract with the Buyer and shall contain such other provisions as shall be mutually agreed upon prior to Closing. (viii) Sellers and the Giant shall sell and assign all their Intellectual Property Rights for the Product in the Territory to Purchaser, and Buyer shall immediately assume all future expenses related to the prosecution and maintenance of Intellectual Property Rights for the Products in the Territory. In the event Buyer requests the assistance of Sellers and in the prosecution and maintenance of the Intellectual Property Rights for the Product in the Territory, Sellers and the Giant Beverage shall so cooperate with Purchaser. (ix) Sellers and Giant shall provide Buyer and convey the following assets of Giant with copies of all current hard and soft marketing, contacts, suppliers, email database, software, hardware and website including domain names backend materials available in Sellers’s possession relating to websites listed in Exhibit__ in the Territory on or prior to closing the Transaction. (x) Post-closing, F▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall assume the position of Chief Executive Officer of Giant. (xi) The Buyer shall execute a lease agreement for a term of 5 years with Iemmiti & Iemmiti, LLC as the Lessor for 3 of the 4 units located at 1▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, obligating the Buyer to pay monthly rent of $8,500 on the lst of each month beginning on _____, 2017 (and an amount reflecting the pro-rated month for the time period between signing this Purchase Agreement and the lst of the next month), which monthly lease amount shall be subject to a 2 ½ % increase each succeeding year of said lease. (xii) The Buyer shall assume the credit card and all supplier’s debt in the amount of $165,119 and $107,235, respectively, as reflected on the balance sheet of the Seller as of July 31, 2017. (xiii) F▇▇▇▇ ▇▇▇▇▇▇▇ and A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall each execute the Non-Competition, Non-Solicitation and Non-Disclosure Agreements attached here to as Exhibits _. (b) At As of the Closing, each in the event that there is an adjustment to the Balance Sheet of the Seller will deliver as of July 31, 2017, i.e. higher or lower liabilities or higher or lower assets than previously agreed to by the Buyer and the Seller, the Seller shall hold back the Note until there is an appropriate adjustment to the Note on a dollar for dollar basis thereby increasing or decreasing the principal amount of the Note due from Hispanica to F▇▇▇▇ ▇▇▇▇▇▇▇ and A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the circumstances dictate. If the liabilities are higher or lower than 5% when comparing the July 31, 2017 balance sheet, there shall be no such adjustment. (c) Should there be new payables due after the Closing that the Seller failed to disclose to the Buyer:, there shall be corresponding decreases on a dollar for dollar basis in the Share Consideration. (id) all such Seller’s right, title and interest in and The Closing is further subject to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, satisfaction or as a result waiver of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at following conditions on or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.Date:

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall deliver to Seller: (i) pay to the Sellers (by wire transfer Cash Consideration, or proof of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amountpayment of Cash Consideration; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement.; (b) At the Closing, each Seller will shall deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result An executed copy of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws Stock Power and (z) for Taxes not yet due or delinquent or being contested Assignment of Uncertificated Shares in good faith) pursuant to an Instrument the form of Assignment; andExhibit A hereto; (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller and the Company at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (ciii) Immediately The Seller shall furnish to the Buyer on or before the Closing Date true and complete copies of the unaudited balance sheet of the Company as of December 31, 2022, and the related statements of operations and cash flows for the year then ended (the “Financial Statements”), setting forth in each case in comparative form the corresponding figures for the corresponding dates and periods of the previous fiscal year, together with reports of auditors thereon. (iv) The Seller hereby agrees to deliver to Buyer within 30 days of the date hereof those due diligence items (“Due Diligence Items”) requested by Buyer or set forth herein. Buyer shall have until the receipt of all Due Diligence Items, completion of the Financial Statements and thirty (30) days thereafter (“Due Diligence Period”) to review and to approve the Due Diligence Items and any other information or documentation it acquires, including, but not limited to the Financial Statements. If Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the Closingexpiration of the Due Diligence Period, all unvested or not fully vested Value Creation Share Awards then outstanding Buyer, at its option, may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become fully vestednull and void and of no further force and effect and the parties hereto shall have no further obligation to one another. However, in lieu of such immediate termination of this Agreement, Buyer may at its option notify the Seller shall cause each Value Creation Share Award outstanding at in writing of those matters as to which it has reasonable concerns and extend the Closing Due Diligence Period as to be satisfied and cancelled by those items only for a period of an additional thirty (30) days in order to give the Companyparties the opportunity to resolve such concerns. Buyer’s payment failure to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by terminate this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) 2.03 shall be made concurrently with not affect Buyer’s right to require the Closingsatisfaction of all conditions to closing set forth in this Agreement.

Transactions to be Effected at the Closing. (a) At The Purchaser shall deliver to the Closing, the Buyer willSeller: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to at the Closing) an aggregate amount equal to (A) , the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer Purchaser at or prior to the Closing pursuant to Section 7.2 9 of this Agreement; (ii) after the ROFR Closing Date, such number of shares of the Acquisition Stock as are not purchased by the ROFR Stockholders, if any; and (iii) after the ROFR Closing Date, $4.30 per share of Acquisition Stock as is purchased by the ROFR Stockholders, if any, in cash or other immediately available funds. (b) At the Closing, each the Seller will shall deliver to the BuyerPurchaser: (i) all such Seller’s rightstock certificates evidencing the Acquired Stock, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by stock powers or other than Liens (x) arising pursuant toinstruments of transfer duly executed in blank, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentwith all required stock transfer tax stamps affixed thereto; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such the Seller and/or the Company at or prior to the Closing pursuant to Section 7.1 8 of this Agreement. (c) Immediately prior to On or promptly after the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding the Purchaser shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal deliver to the amount due ROFR Stockholders, a notice regarding their rights to purchase shares of the Acquisition Stock. Pursuant to such holder under notice, the Value Creation Shares Plan arising from or otherwise triggered by ROFR Stockholders shall have 15 days to elect to purchase Acquisition Stock and, if some but not all of the transactions contemplated by ROFR Stockholders elect to purchase shares of Acquisition Stock, those electing shall have an additional 10-day period to elect to purchase any remaining shares of Acquisitions Stock. For purposes of this Agreement Agreement, the “ROFR Closing Date” shall mean the later to occur of (less any applicable withholding Taxes). The payments i) the date upon which such notice periods shall have expired and none of the ROFR Stockholders shall have exercised their rights to be made by purchase Acquisition Stock and (ii) the Company pursuant to this Section 2.3(c) date upon which the Purchaser shall be made concurrently with have received the Closingfull purchase price for ​ ​ ​ ​ ​ all shares of Acquisition Stock which ROFR Stockholders shall have exercised their rights of first refusal.

Transactions to be Effected at the Closing. (a) At On the terms and subject to the conditions set forth in this Agreement, the Parties shall consummate the following closing transactions at the Closing, the Buyer will: (i) pay Buyer shall deliver to each Seller a Pro Rata Share of the Sellers (Closing Payment by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the account designated by such Seller in writing to Buyer no later than two Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountClosing Date; (ii) pay Buyer shall deliver to the Company (Escrow Agent, an amount equal to the Escrow Amount by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior account designated by Escrow Agent in writing to the Closing) an amount equal to the Aggregate VCS Payment Amount; andBuyer; (iii) Buyer shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, employment agreements in the form attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively (collectively the “Employment Agreements”), setting forth the terms of employment being offered; (iv) Seller Representative and the Company shall enter into and deliver the lease in the form attached hereto as Exhibit C (the “Lease”), setting forth the terms under which the Company will lease the Business Facility; (v) Each Seller shall deliver an assignment of the Membership Interests to Buyer in the form attached hereto as Exhibit D (the “Assignment”), duly executed by such Seller; (vi) The entire Indebtedness Amount (including Indebtedness listed on Section 3.09(a)(vii) of the Disclosure Schedules) shall be repaid in full and releases of all Encumbrances (other than Permitted Encumbrances) on all assets related to such Indebtedness, in form and substance reasonably satisfactory to Buyer, obtained; (vii) All Company Cash shall be distributed to Sellers in compliance with the Operating Agreement of the Company; (viii) Sellers and the Seller Representative shall deliver to Buyer, the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Sellers and the Seller Representative at or prior to the Closing pursuant to Section 6.01 of this Agreement; and (ix) Buyer shall deliver to Sellers and the Seller Representative, the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.2 6.02 of this Agreement. (bx) At Each of the ClosingPersons listed on Section 2.05 of the Disclosure Schedules shall have resigned from the position(s) with the Company set forth next to his or her name, each Seller will deliver effective immediately upon Closing and the originals of their respective resignation letters are provided to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller Purchaser at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to Sellers or Seller Representative (as applicable): (A) the Sellers (Closing Date Payment by wire transfer of immediately available funds to one or more accounts designated in U.S. Dollars writing by Seller Representative to such account or accounts specified by the Sellers to the Buyer no later than two (2) Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus Closing Date; and (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 9.03 of this Agreement. (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) all Transaction Expenses, 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 the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the "Escrow Fund") by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers set forth in ARTICLE X and the obligations of Sellers in Section 8.08. (b) At the Closing, each Seller will Sellers shall deliver to the Buyer: (i) all such Seller’s rightan Assignment of Membership Interests (each, title and interest in and to an "Interest Assignment"), transferring the percentage Interests of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” Seller Party, free and clear of all Liens (other than Liens (x) arising pursuant toEncumbrances, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentduly executed by such Seller; and (ii) fully executed originals of this Agreement and each of the Ancillary Documents to which the Seller Party is a party, and all other agreements, documents, instruments or certificates required to be executed and/or delivered by such Seller Party at or prior to the Closing pursuant to Section 7.1 9.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay to the Sellers (Oak by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by accordance with the Sellers to instructions set forth under the Buyer prior to heading “Payment Instructions” opposite Oak’s name on the Closing) Seller Spreadsheet an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountOak Closing Date Consideration; (ii) pay to the Company (each Class A Common Unit Holder by wire transfer of immediately available funds in U.S. Dollars accordance with the instructions set forth under the heading “Payment Instructions” opposite such Class A Common Unit Holder’s name on the Seller Spreadsheet an amount equal to such account Class A Common Unit Holder’s Closing Date Consideration; (iii) pay to each Class B Common Unit Holder by wire transfer of immediately available funds in accordance with the instructions set forth under the heading “Payment Instructions” opposite such Class B Common Unit Holder’s name on the Seller Spreadsheet an amount equal to such Class B Common Unit Holder’s Closing Date Consideration; (iv) pay, or accounts specified cause the Company to pay, in accordance with the written instructions provided by the Sellers Company, by wire transfer of immediately available funds, the Indebtedness of the Acquired Companies as of the Closing Date as specified in the Statement of Indebtedness and Transaction Expenses delivered to the Buyer prior to Closing pursuant to Section 2.2(b)(i)B; (v) pay, or cause the Closing) an amount equal Company to pay, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, those Sellers’ Transaction Expenses specified in the Statement of Indebtedness and Transaction Expenses delivered to the Aggregate VCS Payment Amount; andBuyer prior to Closing pursuant to Section 2.2(b)(i)B; (iiivi) deliver to Oak the Oak Indemnity Escrow Agreement, duly executed by the Buyer; (vii) deliver to the Representative the Non-Oak Sellers Indemnity Escrow Agreement, duly executed by the Buyer; (viii) deposit, or cause the Company to deposit, the Oak Indemnity Escrow Amount and the Non-Oak Sellers Indemnity Escrow Amount with the Escrow Agent; (ix) deliver to the Sellers an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units); and (x) deliver to the Representative all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement (including Section 7.2 of this Agreement8.3 hereof). (b) At the Closing, Oak will deliver to the Buyer: (i) a certificate or certificates representing the Oak Shares duly endorsed or accompanied by stock powers duly endorsed in blank and all other documents and instruments necessary to vest in the Buyer all of Oak’s right, title and interest in and to the Oak Shares, free and clear of all Liens; (ii) the Books and Records of Oak Blocker; and (iii) an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units). (c) At the Closing, each Class A Common Unit Holder will deliver to the Buyer an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units and each Class A Common Unit Holder as withdrawing as a member of Parent) and all other documentation and instruments necessary to vest in the Buyer all of such Class A Common Unit Holder’s right, title and interest in to the Class A Common Units, free and clear of all Liens; and (d) At the Closing, each Class B Common Unit Holder will deliver to the Buyer: (i) an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units and each Class B Unit Holder as withdrawing as a member of Parent) and all other documents and instruments necessary to vest in the Buyer all of such Class B Common Unit Holder’s right, title and interest in and to the Class B Common Units, free and clear of all Liens; and (ii) all original executed Restricted Unit Agreements with respect to the Class B Common Units set forth opposite such Class B Common Unit Holder’s name on the Seller Spreadsheet, which agreements shall be terminated as of the Effective Time. (e) At the Closing, each Seller and the Representative, as applicable, will deliver to the Buyer: (i) all such Seller’s rightcopies of the consents, title approvals and interest notices (if any) listed on Schedule 2.4(e)(i) to this Agreement (collectively, the “Required Consents”) obtained or provided, as the case may be, in form and substance satisfactory to the percentage Buyer; (ii) evidence satisfactory to the Buyer of outstanding Company Interests the completion of the matters set forth opposite in Section 7.4(b); (iii) customary pay-off letters or similar acknowledgments of the full discharge and satisfaction of any Indebtedness of Parent or any Subsidiary setting forth the amount owed as of the Closing Date and indicating that upon payment of such Seller’s name on Schedule A under the heading “Company Interests” free amount, such Indebtedness will be discharged in full and clear of all related Liens (other than Liens Permitted Liens) will be released and removed; (iv) the Non-Oak Sellers Indemnity Escrow Agreement, duly executed by the Representative; (v) the Oak Indemnity Escrow Agreement, duly executed by the Representative; (vi) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2); (vii) a properly completed and executed Form W-9 or Form W-8 as applicable; (viii) the Books and Records of each of the Acquired Companies; (ix) the resignations, effective as of the Closing, pursuant to Section 7.3; (x) arising pursuant toa copy of (A) the certificate of formation, as amended (or similar incorporation or formation documents), of 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 three (3) Business Days prior to the Closing and accompanied by a certificate of the Secretary or Assistant Secretary 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 each Acquired Company, certified by the Secretary or Assistant Secretary of each such entity; (xi) good standing certificates for 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 such Acquired Company is qualified to do business as a result foreign entity, in each case dated as of a date not earlier than five (5) Business Days prior to the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of AssignmentClosing; and (iixii) all other documents, instruments or certificates required to be delivered by such Seller the Sellers at or prior to the Closing pursuant to this Agreement (including Section 7.1 this Agreement8.2 hereof). (cf) Immediately prior to At the Closing, all unvested Parent will deliver to the Buyer each of the documents, instruments or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing certificates required to be satisfied and cancelled delivered by Parent at or prior to Closing (including Section 8.2). (g) At Closing, the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal Company will deliver to the amount due to such holder under Buyer the Value Creation Shares Plan arising from Seller Spreadsheet and each of the other documents, instruments or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments certificates required to be made delivered by the Company pursuant at or prior to this Closing (including Section 2.3(c) shall be made concurrently with the Closing8.2).

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected by the Parties: (ia) Buyer shall pay to the Sellers (Seller by wire transfer of immediately available funds to a bank account designated in U.S. Dollars writing by Seller (such designation to such account or accounts specified by the Sellers to the Buyer be made at least three (3) Business Days prior to the Closing) an aggregate amount equal to (A) Closing Date), the Estimated Purchase Price minus less the Escrow Amount. (Bb) Seller shall (i) deliver to Buyer termination and payoff letter(s) for the Aggregate VCS Payment Amount; Repaid Indebtedness in form and substance reasonably satisfactory to Buyer (the “Repaid Indebtedness Payoff Letters”) (drafts of which must be provided to Buyer no less than five (5) Business Days prior to the Closing Date) and (ii) pay cause any Encumbrances in connection with the Repaid Indebtedness to be removed (with evidence of the Company same, such as UCC termination statements, to be provided to Buyer at or as soon as reasonably practicable following the Closing). (c) Buyer shall pay, or cause to be paid, on behalf of Seller and/or the Companies, as applicable, by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified bank account(s) designated in writing by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and Seller (iii) deliver to the Sellers all other documents, instruments or certificates required such designation to be delivered by the Buyer at or made not less than three (3) Business Days prior to the Closing pursuant Date) the Repaid Indebtedness to the applicable lender(s) in accordance with the Repaid Indebtedness Payoff Letters. (d) Buyer shall deliver to Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the amount set forth on Section 7.2 2.2(d) of the Disclosure Schedule (the “Escrow Amount”), to be held by the Escrow Agent in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement. (be) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant toBuyer shall pay, or as a result cause to be paid, on behalf of the transactions contemplated bySeller and/or the Companies, or described inas applicable, this Agreement, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Companies (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required such designation to be delivered by such Seller at or made not less than three (3) Business Days prior to the Closing pursuant to Section 7.1 this AgreementDate) the Companies Expenses. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. At the Closing: (a) At the Company shall deliver to Seller and Purchaser counterparts of each of the Ancillary Agreements to be entered into by the Company at the Closing, duly executed by the Buyer willCompany; (b) Seller shall: (i) pay deliver to Purchaser certificates representing the Sellers Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate Transfer Tax stamps, if any, affixed; and (ii) deliver to Purchaser and the Company counterparts of each of the Ancillary Agreements to be entered into by Seller at the Closing, duly executed by Seller and, if party thereto, Parent; (c) Purchaser shall: (i) deliver to Seller payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least four Business Days prior to the Closing Date), of immediately available funds in U.S. Dollars to dollars in an amount (such account or accounts specified by amount, the Sellers “Estimated Payment Amount”) equal to the Buyer prior to the Closing) an aggregate amount equal to sum of (A) the Purchase Price minus product of (1) Estimated Closing Book Value multiplied by (2) the Agreed Multiple, (B) $10 million and (C) the Aggregate VCS Payment Estimated Adjustment Amount; (ii) pay , if any. In the event that the Estimated Closing Book Value is less than the Reference Book Value, Seller may, at its option, transfer to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) Closing an amount in Cash equal to the Aggregate VCS difference between the Reference Book Value and the Estimated Closing Book Value and, upon receipt of such amount by the Company, such Cash shall be taken into account as an asset in determining the Estimated Closing Book Value for the purpose of calculating the Estimated Payment Amount payable under this Section 1.03 and the Closing Date Book Value for the purpose of calculating the Final Purchase Price as determined pursuant to Section 1.04. In the event that the Estimated Closing Book Value is greater than the Reference Book Value (the amount of such excess, the “Estimated Book Value Excess Amount; and ”) and Seller, Parent or any subsidiary thereof (iiiother than the Company or any Subsidiary) deliver has contributed Cash to the Sellers all other documents, instruments Company or certificates required to be delivered by any Subsidiary after the Buyer at or date hereof and prior to the Closing Date (other than, for the avoidance of doubt, Cash contributed to the Company or any Subsidiary in exchange for the fair market value of the Reorganization Assets (including the Closing Date Reorganization Value) or the Extracted Entities (including the Extracted Entity Value) or in respect of any Parent Covers), then an amount (the “Estimated Adjustment Amount”) equal to (x) the aggregate amount of any Cash contributed to the Company or any Subsidiary after the date hereof and prior to the Closing Date (other than, for the avoidance of doubt, Cash contributed to the Company or any Subsidiary in exchange for the fair market value of the Reorganization Assets (including the Closing Date Reorganization Value) or the Extracted Entities (including the Extracted Entity Value) or in respect of any Parent Covers) by Seller, Parent or any subsidiary thereof (other than the Company or any Subsidiary), if any (the aggregate amount of such contribution, the “Estimated Contribution Amount”), or (y) in the event that the Estimated Contribution Amount exceeds the Estimated Book Value Excess Amount, the Estimated Book Value Excess Amount, shall be excluded as an asset in determining the Estimated Closing Book Value for the purpose of calculating the Estimated Payment Amount payable under Section 1.03 and the Closing Date Book Value for the purpose of calculating the Final Purchase Price as determined pursuant to Section 7.2 of this Agreement. 1.04 and shall instead be included in the Estimated Payment Amount pursuant to clause (bC) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentdefinition thereof; and (ii) all documents, instruments or certificates required deliver to Seller and the Company counterparts of each of the Ancillary Agreements to be delivered entered into by Purchaser at the Closing, duly executed by Purchaser and, if party thereto, CMI; (d) Seller shall permit the Letter of Credit to be withdrawn by the Purchaser; (e) the Company and the Subsidiaries shall (to the extent not previously transferred) sell, transfer and deliver the Reorganization Assets to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the Closing Date Reorganization Value reflected in the calculation of the Estimated Closing Book Value; (f) in the event that the conditions set forth in Article VI have been satisfied and the Company or any Subsidiary holds any of the entities listed on Section 1.03(f) of the Company Disclosure Letter (such entities the “Run-Off Entities”), the Company and the Subsidiaries shall sell, transfer and deliver any Run-Off Entities then held by the Company or any Subsidiary to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the amount set forth on Section 1.03(f) of the Company Disclosure Letter with respect to the applicable Run-Off Entity (collectively, the “Run-Off Entity Value”), and, in connection therewith, Seller and the Company shall cause Sirius Re Holdings, Inc. to execute and deliver a guarantee (in the form customarily provided by the Company or its applicable Subsidiary in connection with similar transactions by White Mountains Solutions Holding Company and as is anticipated to be provided in connection with the sale of the Run-Off Entities pursuant to the respective Run-Off Entity SPA) to Parent for liabilities and obligations of the Run-Off Entities; (g) in the event that the conditions set forth in Article VI have been satisfied and Regulatory Approvals from the Insurance Regulators in the State of Tennessee have not been obtained (or have not been obtained without the imposition of a Burdensome Condition) at or least four Business Days prior to the Closing pursuant Date, the Company and the Subsidiaries shall sell, transfer and deliver the entity listed on Section 1.03(g) of the Company Disclosure Letter (such entity, the “Solutions Entity”) to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the fair market value (as reasonably determined by Seller) of such entity (the “Solutions Entity Value”), and, in connection therewith, Seller and the Company shall cause Sirius Re Holdings, Inc. to execute and deliver a guarantee (in the form customarily provided by the Company or its applicable Subsidiary in connection with similar transactions by White Mountains Solutions Holding Company) to Parent for liabilities and obligations of the Solutions Entity (which guarantee shall survive the termination of the obligations under Section 7.1 this Agreement5.15); (h) in the event that the conditions set forth in Article VI have been satisfied and Regulatory Approvals from the Insurance Regulators in Hong Kong have not been obtained (or have not been obtained without the imposition of a Burdensome Condition), the Company and the Subsidiaries shall sell, transfer and deliver the entity listed on Section 1.03(h) of the Company Disclosure Letter (such entity, the “JV Entity” and, together with the Run-Off Entities and the Solutions Entity, the “Extracted Entities”) to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the fair market value (as reasonably determined by Seller) of such entity (the “JV Entity Value” and, together with the Run-Off Entity Value and the Solutions Entity Value, the “Extracted Entity Value”). (ci) Immediately prior Pursuant to the ClosingSection 1.05, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing deliver to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in Purchaser an amount in cash Cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by Seller Settlement Amount, if any, and the Company shall deliver to Seller an amount in Cash equal to the Company Settlement Amount, if any. (j) All payments made pursuant to this Section 2.3(c) shall 1.03 may be made concurrently with the Closingapplied to offset any other payment required under this Section 1.03.

Transactions to be Effected at the Closing. At the Closing: (a) At the ClosingPurchaser shall deliver or cause to be delivered to Seller and Intermediate Holdco, the Buyer will: (i) pay to the Sellers (payment by wire transfer of immediately available funds to bank accounts designated in U.S. Dollars to such account or accounts specified writing by the Sellers to the Buyer Seller and Intermediate Holdco at least two Business Days prior to the Closing) Closing Date, an aggregate amount equal to the Initial Closing Date Amount minus the Initial Unfunded Employee Liability Amount (A) the Purchase Price minus (B) the Aggregate VCS Payment Amountwith such aggregate amount to be split between such bank accounts as designated in writing by Seller); (iib) pay Seller and Intermediate Holdco shall deliver to Purchaser any certificates representing any certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Company Transferred Equity Interests, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller or Intermediate Holdco, as applicable; (c) Seller shall deliver or cause to be delivered to Purchaser the certificate(s) required to be delivered pursuant to Section 5.07(e) (Tax Certificates); (d) Seller shall deliver to Purchaser the certificate required to be delivered pursuant to Section 6.02(c) (Seller Certificate); (e) Purchaser shall deliver to Seller the certificate required to be delivered pursuant to Section 6.03(c) (Purchaser Certificate); (f) Purchaser shall deliver to Seller, and Seller shall deliver to Purchaser, the Escrow Agreement, duly executed by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by Purchaser, Seller and the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountEscrow Agent, respectively; and (iiig) Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to release and termination effective as of the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all any Liens (other than Liens (xPermitted Liens) arising pursuant toon the Transferred Equity Interests, the Companies or as a result any of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws their assets and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) any and all documents, instruments or certificates required to be delivered guarantees of indebtedness for borrowed money provided by such Seller at or prior to any of the Closing pursuant to Section 7.1 this AgreementCompanies. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. At the Closing: (a) At Each Seller shall deliver to Purchaser, in a form reasonably satisfactory to Purchaser, an instrument of conveyance evidencing the Closing, the Buyer will: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company uncertificated Membership Interests set forth opposite such Seller’s name on Schedule Annex A under the heading “Company Interests” free and clear of all Liens duly endorsed by such Seller for transfer to Purchaser. (b) Purchaser shall deliver to each Seller (other than Liens ▇▇. ▇▇▇ ▇▇▇▇▇▇) payment, by wire transfer to a bank account designated in writing by Member Representative (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required such designation to be delivered by such Seller made at or least three Business Days prior to the Closing Date), in immediately available funds in an amount equal to such Seller’s share of the Closing Date Amount (such share as designated in writing by Member Representative (on behalf of Sellers pursuant to Section 7.1 this Agreement6.11(b)) in a written schedule setting forth each Seller’s share of the Closing Date Amount by individual payment amount and percentage at least three Business Days before the Closing Date). (c) Immediately Purchaser shall deliver to ECS Federal Holding Co. a note in the amount equal to ECS Federal Holding Co.’s share of the Closing Date Amount (such share as designated in writing by Member Representative (on behalf of Sellers pursuant to Section 6.11(b)) in a written schedule setting forth each Seller’s share of the Closing Date Amount by individual payment amount and percentage at least three Business Days before the Closing Date) that earns interest at the short-term applicable Federal rate and matures two (2) days after the Closing Date, substantially in the form of Exhibit C. (d) Purchaser shall deposit with the Adjustment Escrow Agent, by wire transfer to the bank account designated in writing by the Adjustment Escrow Agent (the “Adjustment Escrow Account”) at least three Business Days prior to the ClosingClosing Date, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the Adjustment Escrow Amount, which amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered shall be held by the transactions contemplated by Adjustment Escrow Agent in an escrow fund (the “Adjustment Escrow Fund”), subject to the terms of the Adjustment Escrow Agreement and this Agreement (less any applicable withholding Taxesincluding Section 1.04(d)(ii). The payments ). (e) Purchaser shall deposit with the Indemnity Escrow Agent, by wire transfer to the bank account designated in writing by the Indemnity Escrow Agent (the “Indemnity Escrow Account”) at least three Business Days prior to the Closing Date, an amount equal to the Indemnity Escrow Amount, which amount shall be held by the Indemnity Escrow Agent in an escrow fund (the “Indemnity Escrow Fund”), subject to the terms of the Indemnity Escrow Agreement and this Agreement (including Article IX). (f) Purchaser shall deliver to Member Representative by wire transfer to a bank account designated in writing by Member Representative at least three Business Days prior to the Closing Date the Member Representative Amount. (g) Purchaser shall deliver to Member Representative a certificate of insurance or other written evidence in a form reasonably acceptable to Member Representative of in-force coverage effective as of the Closing under the R&W Insurance. (h) Member Representative shall deliver to Purchaser written resignations of each of the managers of the board of managers (or similar governing body) of the Company and the Company Subsidiaries to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with effective as of the Closing. (i) Each Seller shall deliver to Purchaser a properly completed Internal Revenue Service (“IRS”) Form W-9.

Transactions to be Effected at the Closing. The following events shall constitute the Closing in the following sequential order of events: (a) At the ClosingFirst, the Buyer willSeller shall deliver to Buyer: (i) pay such instruments of transfer required or reasonably requested by B▇▇▇▇ to transfer and assign the Closing Equity to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountBuyer; (ii) pay to the Company a duly executed Post Closing Funds Management Agreement; (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closingiii) an amount equal to the Aggregate VCS Payment Amounta duly executed Post Closing Assignment Agreement; (iv) a duly executed Transition Services Agreement; and (iiiv) deliver to the Sellers a duly executed Post Closing Covenant Agreement. (vi) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 6.02 of this Agreement. (b) Second, Buyer shall deliver to Seller: (i) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.2 6.03 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the a duly executed Post Closing pursuant to Section 7.1 this Funds Management Agreement; (iii) a duly executed Post Closing Assignment Agreement; (iv) a duly executed Transition Services Agreement; and (v) a duly executed Post Closing Covenant Agreement. (c) Immediately Upon the foregoing transfer of Closing Equity, exchange of executed documents, and the consent of the Parties, B▇▇▇▇ shall immediately deliver cash (i) to Platinum Bank, (“Lender”), in an amount to pay off all Indebtedness of the Seller, Targets and Acquired Companies, (the “Payoff Amount”), pursuant to a payoff letter or similar instrument provided by Lender no later than one (1) Business Day prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Closing Date and (ii) to Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due Purchase Price less the Payoff Amount to such holder under an account designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Value Creation Shares Plan arising from or otherwise triggered by Closing Date (together, the transactions contemplated by this Agreement (less any applicable withholding Taxes“Purchase Price Transaction”). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.;

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to Sellers the Sellers (Closing Date Payment less the Indemnification Escrow Amount, by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts specified designated in writing by the Sellers to the Buyer no later than three (3) Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountClosing Date; (ii) pay to pay, on behalf of the Company or Sellers, the following outstanding amounts (if any): (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in U.S. Dollars to such account or accounts specified the amounts designated in writing by the Sellers to the Buyer Buyer; and (B) any Transaction Expenses unpaid prior to the Closing) an amount equal , by wire transfer of immediately available funds to the Aggregate VCS Payment Amount; andaccounts and in the amounts designated in writing by Sellers to Buyer; (iii) deliver to the Sellers all Escrow Agent: (A) the Indemnification Escrow Amount (such amount, including any interest or other documentsamounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, instruments or certificates required the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to the account designated by the Escrow Agent, to be delivered held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VII; and (B) the Escrow Agreement; (iv) deliver to Sellers the Ancillary Documents, duly executed by the Buyer at or, in the case of the Consulting Agreement, the Company; and (v) such other documents or prior instruments as Sellers may reasonably request in order to consummate the Closing pursuant to Section 7.2 of transactions contemplated by this Agreement. (b) At the Closing, each Seller will Sellers shall deliver to the Buyer: (i) all such Seller’s rightstock certificates evidencing the Shares, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (ii) the Ancillary Documents, duly executed by the applicable counterparties thereto; (iii) all approvals, consents and waivers that are required to be listed on Section 3.05 of the Disclosure Schedules, duly executed by the appropriate counterparties; (iv) resignations of the officers and directors of the Company (solely in their respective capacities as such), duly executed by such officers and directors; (v) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized and each other than Liens (x) arising pursuant to, or jurisdiction in which the Company is required to be registered as a result of the transactions contemplated by, foreign corporation; (vi) an IRS Form W-9 (or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (zequivalent) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmenteach Seller, duly executed by such Seller; and (iivii) all documents, such other documents or instruments or certificates required as Buyer may reasonably request in order to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by consummate the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the ClosingAgreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall deliver: (i) pay to To Escrow Agent, the Sellers Indemnification Escrow Amount (as defined in Section 8.04) by wire transfer of immediately available funds into an account designated in U.S. Dollars writing by Escrow Agent to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal Closing Date, to (A) be held in escrow and administered by the Purchase Price minus (B) Escrow Agent in accordance with the Aggregate VCS Payment Amountterms of the Indemnification Escrow Agreement; (ii) To the appropriate parties, wire transfers in immediately available funds to satisfy the outstanding unpaid balance of the Stoneleigh Mortgages on the Closing Date and to pay any prepayment penalties or other fees, costs or expenses incurred in connection with the satisfaction of the Stoneleigh Mortgages; (iii) To the appropriate parties, wire transfers in immediately available funds to satisfy the Silarx Equipment Loan and the Stoneleigh Soft Costs Loan, unless Seller provides Buyer, at or prior to the Company Closing, written confirmation that the Silarx Equipment Loan and the Stoneleigh Soft Costs Loan have been paid off and satisfied; (iv) To Seller, an amount equal to the Aggregate Purchase Price minus the amounts disbursed pursuant to (i), (ii), and (iii) hereof, plus any prepayment penalties or other fees, costs or expenses incurred in connection with the satisfaction of the Stoneleigh Mortgages (to the extent not exceeding $70,000 in the aggregate), by wire transfer of immediately available funds to an account of Seller designated in U.S. Dollars writing by Seller to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountClosing Date; and (iiiv) deliver to To Seller, the Sellers Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (b) At the Closing, each Seller will shall deliver to the Buyer: (i) all such Seller’s rightcertificates evidencing the Equity Interests, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by stock or unit powers or other than Liens (x) arising pursuant toinstruments of transfer duly executed in blank, with all required stock or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentunit transfer tax stamps affixed thereto; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) shall pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) cash an aggregate amount equal to: (i) $10,350,000 minus the amount of the Free Cash Estimate (if it is a negative amount) (the “Closing Payment”) by wire transfer to (A) one or more accounts of such Sellers, as designated in writing by each Seller to Buyer no later than three Business Days prior to the Purchase Price minus (B) the Aggregate VCS Payment Amount; Closing Date, (ii) pay to the Company amount of the Free Cash Estimate (if it is a positive amount) by wire transfer to one or more accounts of immediately available such Sellers, as designated in writing by each Seller to Buyer and (iii) $1,050,000 (the “Initial Escrow Deposit”) to ▇▇ ▇▇▇▇▇▇ Chase, N.A. as escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement (the Initial Escrow Deposit, together with any additional funds that may be placed into the escrow account from time to time, shall be the “Escrow Funds”), which Escrow Funds shall be released in U.S. Dollars accordance with the terms and conditions of the Escrow Agreement. (b) At the Closing, Sellers’ Representative and Buyer shall enter into the Escrow Agreement with the Escrow Agent under which the Escrow Agent shall hold the Escrow Funds (i) pending evaluating the Actual Net Revenue Amount of the Domain Name Portfolio as set forth in Section 2.3(c) below and (ii) as a source of recovery for any indemnification claims against Sellers under Article VIII. (c) The Escrow Agreement will provide for payment of the Escrow Funds to such account or accounts specified by the Sellers at the end of the Escrow Period upon joint written instructions of Buyer and Sellers’ Representative, net of any reductions for pending or resolved indemnification claims against Sellers under Article VIII, to be adjusted as follows: for each dollar that the Actual Net Revenue Amount is less than the Target Net Revenue Amount, the Escrow Agent will, upon joint written direction from Buyer and Sellers’ Representative, holdback $75 from the Escrow Funds, which holdback amount will be released to Buyer. Notwithstanding the foregoing, in no event shall Sellers be liable or responsible to pay Buyer an amount in excess of $1,050,000 as a result of the foregoing calculation. The parties hereto acknowledge and agree that the Sellers do not make any representation, warranty, indemnity or guarantee of attaining any particular level of Actual Net Revenue Amount. (d) At the Closing, Sellers shall deliver to Buyer (i) certificates for the Shares duly endorsed or accompanied by stock powers duly endorsed in blank, (ii) all other documents and instruments reasonably necessary to vest in Buyer all of Sellers’ right, title and interest in and to the Buyer Shares, free and clear of all Liens, and (iii) all other documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing) an amount equal Closing pursuant to the Aggregate VCS Payment Amount; andthis Agreement. (iiie) At the Closing, Buyer shall deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. At the Closing: (a) At Seller shall execute, as applicable, and cause the ClosingDXP Affiliates, as applicable, to execute, and deliver to Purchaser the Buyer willfollowing: a Software License Agreement (the “ Software License Agreement”), in a form to be agreed on by the Seller and Purchaser, acting reasonably; (i) a ▇▇▇▇ of sale, in a form to be agreed on by the Seller and Purchaser, acting reasonably; (ii) an assignment and assumption agreement in respect of the Assigned Contracts, in a form to be agreed on by the Seller and Purchaser, acting reasonably (the “Assignment and Assumption Agreement”); (iii) an assignment of the Business Intellectual Property, including an assignment of the patents and an assignment of the patent application included as part of the Business Intellectual Property forming part of the Business Intellectual Property, to the extent such a form of assignment of such patents and the patent application may be required under the laws of any country in which the patents are granted and the patent application may have been made, all in forms to be agreed on by the Seller and Purchaser, acting reasonably; (iv) a Non-Competition and Non-Solicitation Agreement, in a form to be agreed on Seller and Purchaser, acting reasonably, executed by Seller (the “Non-Competition Agreement”) pursuant to which Seller will agree that it will not (and will not permit any Affiliates of Seller to), for a period of five years after the Closing Date, compete with the Business anywhere in the world or solicit any customers, employees or consultants of Purchaser or any Affiliates of Purchaser, subject to an agreed exclusion permitting Seller to solicit customers of Purchaser for those products, solutions and services of Seller that are not in competition with the Business. ; (v) a Transition Services Agreement, in a form to be agreed on by the Seller and Purchaser, acting reasonably ( the “Transition Services Agreement”), executed by Seller; and (vi) an Acknowledgment and Release in a form to be agreed on by the Seller and Purchaser, acting reasonably, signed by each DXP Affiliate, and, if reasonably required by Purchaser, any other Affiliate of Seller which may be using, or ever has used any of the Business Intellectual Property, acknowledging and confirming that such persons do not have any right, title or interest in and to the Business Intellectual Property, except pursuant to licenses that may be granted by Purchaser and releasing any claims such persons may have in respect of the Business Intellectual Property; (vii) the Escrow Agreement; (viii) a certificate signed by an officer of Seller with respect to the representations, warranties and covenants of Seller pursuant to Section 6.02(a) and Section 6.02(b); and {00906776.2 } 00900835.10 5 (ix) such other appropriately executed deeds (in recordable form), bills of sale, assignments, other instruments of transfer, assurances, certificates, consents, agreements, elections, documents or instruments relating to the Acquired Assets, as may be contemplated by this Agreement or as reasonably required by Purchaser to complete the transactions contemplated in this Agreement or to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement,; (b) Purchaser, or an Affiliate of Purchaser, as applicable, shall execute, as applicable, and deliver to Seller: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountSoftware License Agreement; (ii) pay the Assignment and Assumption Agreement; (iii) the Transition Services Agreement; (iv) the DXP Affiliate Transfer Agreements, if applicable; (v) the Escrow Agreement; (vi) a certificate signed by an officer of Purchaser with respect to the Company representations, warranties and covenants of Purchaser pursuant to Section 6.03(a)and Section 6.03(b); and (by wire transfer of immediately available funds in U.S. Dollars to vii) such account other appropriately executed deeds, assurances, certificates, consents, agreements, elections, documents or accounts specified by the Sellers instruments relating to the Buyer Acquired Assets, or as may be contemplated by this Agreement or as reasonably required by Seller to complete the transactions contemplated in this Agreement or to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement all in form and substance reasonably satisfactory to Seller and its counsel. (c) At the Closing Seller will deliver, or cause to be delivered, to Purchaser, all of the Records which are solely Related to the Business. Seller may, at its own cost, retain a copy of such Records, or any part thereof. (d) Seller will, for at least a period of six years after the Closing Date, have access to, and the right to copy, at its expense, the Records Related to the Business prior to the Closing) an amount equal , to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments extent such access or certificates copies are required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyerfor bona fide business purposes: (i) all such to perform its obligations under this Agreement; (ii) with respect to any claim by Purchaser against Seller’s right, title and interest in and or any claim by Seller against Purchaser, whether arising under this Agreement or otherwise; or (iii) required under Applicable Laws. (e) At Closing, Seller will deliver, or cause to be delivered, to Purchaser, a copy of the portions of Records that are not solely related to the percentage Business, that relate to the Business. (f) The party in possession (which for such purpose shall include files, books and records which may be held by any other Person on behalf of outstanding Company Interests set forth opposite a party) of any such Seller’s name on Schedule A under files, books or records existing at the heading “Company Interests” free Closing Date Related to the Business prior to the Closing shall use its reasonable efforts to not destroy such files, books or records for a period of six (6) years after the Closing Date without giving the other party at least 30 days’ prior written notice and clear of all Liens (other than Liens (x) arising pursuant topermitting such party to examine and copy such files, books and records prior to their destruction. Notwithstanding the foregoing, no party will be responsible or liable to another party for or as a result of any accidental loss or destruction of or damage to any such books or records. Access to such files, books and records shall be during normal business hours and upon not less than two days’ prior written request, shall be subject to such reasonable limitations as the transactions contemplated byparty or other Person having custody or control thereof may impose to preserve the confidentiality of information contained therein and shall not extend to material subject to a claim of privilege unless expressly waived by the party entitled to claim such privilege. (g) To the extent Seller retains any Records, or described incopies of Records, this Agreementor there are any other files, books and records which are in the possession of Seller or any of its Affiliates or agents Related to the Business (yincluding (i) arising pursuant a copy of all sales and purchase records, list of customers and vendors, cost and pricing information, business reports, plans and projections, correspondence with Governmental Entities or regulatory agencies Related to applicable securities Laws the Business and, in each case, all supporting files and (z) for Taxes not yet due documents, whether in written or delinquent other form, of any kind, whether held by Seller or being contested in good faith) pursuant to an Instrument of Assignmentany Affiliate thereof or others on their behalf, including computer systems and software documentation, disks, tapes and other computer storage media; and and (ii) litigation files, they shall make all documentssuch files, instruments or certificates required to books and records as may reasonably be delivered requested by such Seller at or prior to Purchaser available for inspection by Purchaser for the greater of (A) a period of six (6) years after the Closing pursuant to Section 7.1 this AgreementDate, and (B) the period of such retention. (ch) Immediately prior to Notwithstanding the Closingforegoing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at in the Closing to be satisfied and cancelled by the Company’s payment to each holder case of any Value Creation Share Award at the Closing in an amount in cash equal such files, books and records which are not held by Purchaser or Seller, but instead by others on their behalf, it shall be sufficient if Purchaser or Seller make, and continue to the amount due make, arrangements to authorize and permit Seller, or Purchaser, as applicable, or their respective agents or other representatives, to have access to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to files, books and records as provided in this Section 2.3(c) shall be made concurrently with the Closing2.02 as Seller or Purchaser, as applicable, reasonably requires.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willSeller shall deliver to Purchaser: (i) pay counterparts of each of the Related Documents duly executed by ▇▇▇▇▇▇ and each of the parties thereto other than Purchaser; (ii) evidence reasonably satisfactory to Purchaser of the termination, effective as of the Closing, of any employment or other similar Contracts between any Business Employee, on the one hand, and Seller, on the other hand; (iii) evidence reasonably satisfactory to Purchaser that all Liens on the Business Assets have been terminated and released as of the Closing; and (iv) such documents as Purchaser may reasonably request relating to the Sellers existence of Seller and the Business Assets, and the authority of Seller to enter into and perform its obligations under this Agreement and of Seller to enter into and perform the other Transaction Documents to which they are parties; and (b) At the Closing Purchaser shall, or shall cause the applicable Purchasing Affiliate to, deliver: (i) to Seller, payment, by wire transfer of immediately available funds to one or more accounts of Seller designated in U.S. Dollars writing by Seller (such designation to such account or accounts specified by the Sellers to the Buyer be made at least five Business Days prior to the Closing) Closing Date), in an aggregate amount equal to (A) the Purchase Price Price, minus (B) the Aggregate VCS Payment Escrow Amount; (ii) pay to the Company Escrow Agent, an amount equal to [***] (the “Escrow Amount”), by wire transfer of immediately available funds to the account of the Escrow Agent designated in U.S. Dollars to such account or accounts specified writing by the Sellers Escrow Agent (the “Escrow Account”); (iii) to Seller (and, in the Buyer prior case of the Escrow Agreement, Escrow Agent), duly executed and delivered counterparts of each of the Related Documents to the Closing) an amount equal to the Aggregate VCS Payment Amountwhich Purchaser or any of its Affiliates are a party; and (iiiiv) deliver to Seller, such documents as Seller may reasonably request relating to the Sellers all other documents, instruments or certificates required existence of Purchaser (and any Purchasing Affiliates) and the authority of Purchaser to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title enter into and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A perform its obligations under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments and of Purchaser and each Purchasing Affiliate to be made by enter into and perform the Company pursuant other Transaction Documents to this Section 2.3(c) shall be made concurrently with the Closingwhich they are parties.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected by the parties: (ia) the Sellers shall deliver to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer; (b) the Buyer shall pay to the Sellers (each Seller by wire transfer of immediately available funds to a bank account designated in U.S. Dollars writing by each such Seller (such designation to such account or accounts specified by the Sellers be made at least two (2) Business Days prior to the Buyer Closing Date), the following: (i) in respect of each share of Series A Preferred Stock outstanding immediately prior to the Closing held by such Seller, an amount equal to the sum of the Per Share Series A Liquidation Preference plus the Per Share Initial Consideration (based on the number of Common Shares into which such Series A Preferred Stock are convertible as of immediately prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount); (ii) in respect of each share of Series A-1 Preferred Stock outstanding immediately prior to the Closing held by such Seller, an amount equal to the Per Share Series A-1 Liquidation Preference plus the Per Share Initial Consideration (based on the number of Common Shares into which such Series A-1 Preferred Stock are convertible as of immediately prior to the Closing); and (iii) in respect of each Common Share outstanding immediately prior to the Closing held by such Seller, an amount equal to the Per Share Initial Consideration; (c) the Buyer shall pay to the Company (each Optionholder by wire transfer of immediately available funds to a bank account designated in U.S. Dollars writing by each such Optionholder (such designation to such account or accounts specified by the Sellers be made at least two (2) Business Days prior to the Buyer Closing Date), in respect of each vested Option held by such Optionholder immediately prior to the Closing, an amount equal to the Per Share Initial Option Consideration; (d) the Buyer shall deliver to the Sellers’ Representative by wire transfer of immediately available funds to a bank account designated in writing by the Sellers’ Representative (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Aggregate VCS Payment Reserve Amount; (e) the Buyer shall deliver by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal, in the aggregate, to the Seller Transaction Expenses, as specified by the Company in accordance with Section 2.1(b); (f) the Buyer shall deliver to the Bank by wire transfer of immediately available funds to such bank account of the Bank designated in writing by the Bank (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Company Debt under the Financing Agreement; and (iiig) the Buyer shall deliver by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Sellers all other documents, instruments or certificates required Company (such designation to be delivered by the Buyer made at or least two (2) Business Days prior to the Closing pursuant Date) an amount equal, in the aggregate, to Section 7.2 $104,500, in respect of this Agreement. (b) At the Closing, each Seller will deliver Company Debt owed to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result certain Affiliates of the transactions contemplated by, or described in, this Agreement, Company (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement“Affiliate Debt”). (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At Subject to the terms and conditions of this Agreement, at the Closing, the Buyer willPurchaser shall: (i) pay and deliver the Closing Payment to Sellers by means of a wire transfer of immediately available cash funds to an account as directed by ▇▇▇▇▇▇▇’ Representative in writing prior to the Closing (the “Sellers’ Account”); (ii) deliver subordinated promissory notes in the aggregate amount of $23,000,000 (the “Promissory Notes Amount”) in the form set forth on Exhibit D-1 hereto (each a “Subordinated Promissory Note” and, collectively, the “Subordinated Promissory Notes”) to Sellers in the amounts set forth on Exhibit D-2 set forth across from each Seller, in each case, duly executed by Purchaser; (iii) pay, or cause to be paid, the Escrow Amount to the Escrow Agent, to be held pursuant to and in accordance with the Escrow Agreement; (iv) on behalf of Company, cause the Estimated Closing Date Indebtedness to be repaid in full to the Person or Persons entitled thereto pursuant to the Pay-Off Letters; and (v) on behalf of Company, pay the Estimated Unpaid Company Transaction Expenses to the Person or Persons entitled thereto pursuant to the instructions delivered by Sellers’ Representative in writing at least three (3) Business Days prior to the Closing Date (which instructions shall include final invoices as contemplated by Section 2.5(a)(ii)), in each case, as further specified in Section 2.6. (vi) deliver to Sellers’ Representative, the Employment Agreement, duly executed by Company (as a subsidiary of Purchaser as of the Closing); (vii) deliver to Sellers’ Representative, the Retention Agreements, in each case, duly executed by Company (as a subsidiary of Purchaser as of the Closing); and (viii) deliver to Sellers’ Representative a counterpart signature page to the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇▇. (b) Subject to the terms and conditions of this Agreement, at the Closing, Sellers’ Representative shall deliver to Purchaser: (i) Subordinated Promissory Notes, duly executed by each of the applicable Sellers; (ii) the employment agreement, substantially in the form attached hereto as Exhibit E (the “Employment Agreement”), duly executed by ▇▇▇▇▇▇▇; and (iii) the retention agreements, substantially in the form attached hereto as Exhibit F (each a “Retention Agreement” and, collectively, the “Retention Agreements”), duly executed by each of, as applicable, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇’▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇. (iv) a counterpart signature page to the Escrow Agreement, duly executed by Sellers’ Representative. (c) The payment by Purchaser of the cash portions of the Purchase Price to the Sellers’ Account for distribution to Sellers shall constitute payment by Purchaser to each Seller and satisfaction of Purchaser’s obligation to pay such amount hereunder, and Purchaser shall thereafter have no liability or responsibility to any Person with respect to: (i) the allocation, determination, distribution or delivery of such cash portion of the Purchase Price among Sellers, including as may be required under any agreement among Sellers or under any Organizational Document or securities of Company; and (ii) any act or omission by Sellers’ Representative in the performance of its obligations under this Agreement. After such payment by Purchaser, Sellers’ Representative shall be solely responsible for allocating and distributing to each Seller, such Seller’s respective share of cash portion of the Purchase Price from the Sellers’ Account. The Closing Payment, including any adjustment thereto, also shall be allocated to Sellers in accordance with the Purchase Price Disbursement Schedule. The portion of the cash portion of the Purchase Price allocated to each Seller (net of obligations and any escrow for indemnification obligations established pursuant to this Agreement or by Sellers’ Representative in its sole discretion) shall be paid and distributed to such Seller by means of a wire transfer of immediately available funds in U.S. Dollars to an account designated by such account Seller to Sellers’ Representative prior to, on, or accounts specified by the Sellers to the Buyer prior to after the Closing) an aggregate amount equal . Each Seller agrees that Sellers’ Representative may withhold from the proceeds otherwise distributable to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all hereunder, and pay, such Seller’s right, title and interest in and to the percentage pro rata portion of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant toany fees or expenses incurred, or as a result estimated to be incurred, by or on behalf of Sellers in connection with the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested hereby. Nothing in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) is intended or shall be made concurrently with construed to confer on any Seller, rights against Purchaser relating to the Closingportion of the Purchase Price allocated to such Seller or the net proceeds received after delivery of same in the Sellers’ Account.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall deliver to Seller: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) Price, or proof of payment of the Aggregate VCS Payment Amount;Purchase Price (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (b) At the Closing, each Seller will the Sellers shall deliver to the Buyer: (i) all such Seller’s rightstock certificates evidencing the Shares, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by stock powers or other than Liens (x) arising pursuant toinstruments of transfer duly executed in blank, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentwith all required stock transfer tax stamps affixed thereto; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller and the Company at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (ciii) Immediately The Company shall furnish to the Buyer on or before the Closing Date true and complete copies of the audited consolidated balance sheets of the Company as of December 31, 2016 and December 31, 2017 and the related consolidated statements of operations, statement of changes in member’s equity and cash flows for the years then ended, together with the notes thereto, (the “Audited Financial Statements”), setting forth in each case in comparative form the corresponding figures for the corresponding dates and periods of the previous fiscal year, together with reports of auditors thereon. (iv) Each of the Company and the Seller hereby agree to deliver to Buyer within 60 days of the date hereof those due diligence items (“Due Diligence Items”) requested by Buyer or set forth herein. Buyer shall have until the receipt of all Due Diligence Items completion of the Audited Financial Statements and thirty (30) days thereafter (“Due Diligence Period”) to review and to approve the Due Diligence Items and any other information or documentation it acquires, including, but not limited to the Audited Financial Statements. If Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the Closingexpiration of the Due Diligence Period, all unvested or not fully vested Value Creation Share Awards then outstanding Buyer, at its option, may terminate this Agreement by written notice to Sellers delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become fully vestednull and void and of no further force and effect and the parties hereto shall have no further obligation to one another. However, in lieu of such immediate termination of this Agreement, Buyer may at its option notify the Company and Seller shall cause each Value Creation Share Award outstanding at in writing of those matters as to which it has reasonable concerns and extend the Closing Due Diligence Period as to be satisfied and cancelled by those items only for a period of an additional thirty (30) days in order to give the Companyparties the opportunity to resolve such concerns. Buyer’s payment failure to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by terminate this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) 2.03 shall be made concurrently with not affect Buyer’s right to require the Closingsatisfaction of all conditions to closing set forth in this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to each Seller, his, her or its Pro Rata Percentage of the Sellers (Purchase Price, less the Escrow Amount, and the Adjustment Escrow Amount, by wire transfer of immediately available funds to an account designated in U.S. Dollars writing by the Sellers’ Representative to Buyer no later than two Business Days prior to the Closing Date; (ii) pay, on behalf of the Company, to such account or accounts specified by as the Sellers Company specifies to Buyer pursuant to the Buyer prior to Estimated Closing Statement, the Closing) an aggregate amount equal to (A) of the Purchase Price minus (B) the Aggregate VCS Payment AmountEstimated Indebtedness; (iiiii) pay to deposit the Company (Escrow Amount, and the Adjustment Escrow Amount with the Escrow Agent by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified funds, which will be held by the Escrow Agent in accordance with the terms of the Escrow Agreement to secure the indemnification obligations of Sellers hereunder and be available in connection with certain adjustments to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountPurchase Price under Section 2.05; and (iiiiv) deliver to the Sellers Company, the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 8.03 of this Agreement. (b) At the Closing, to the extent not previously delivered, each Seller will shall deliver to the Buyer: (i) all an assignment of the Purchased Interests held by such Seller to Buyer in the form of Exhibit D hereto (the “Assignment”), duly executed by such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 8.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected by the parties: (ia) pay each Seller shall deliver to the Sellers Buyer certificates representing the Purchase Shares owned by such Seller, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer; (b) the Buyer shall pay the Closing Indebtedness (excluding all capitalized lease obligations) in accordance with the Pay-Off Letters; (c) the Buyer shall pay the Company Expenses in accordance with invoices provided to the Buyer by the Company no later than two Business Days prior to the Closing; (d) the Buyer shall deliver to the Escrow Agent by wire transfer of immediately available funds to a bank account of the Escrow Agent designated in U.S. Dollars to writing by the Escrow Agent (such account or accounts specified by the Sellers to the Buyer be designated at least two Business Days prior to the ClosingClosing and otherwise complying with the Escrow Agreement) an aggregate (the “Escrow Account”) cash in the amount equal to of $18,600,000 (A) the Purchase Price minus (B) the Aggregate VCS Payment “Escrow Amount”); (iie) pay the Buyer shall transfer to the Company (Company, by wire transfer of immediately available funds to a bank account of the Company designated in U.S. Dollars to writing by the Company (such account or accounts specified by the Sellers to the Buyer be designated at least two Business Days prior to the Closing) an amount equal to the excess of the Aggregate VCS Payment Consideration over the Escrow Amount; and; (iiif) deliver subject to satisfaction of the Sellers all other documentsBuyer’s obligation under Section 2.5(e), instruments or certificates required the Company shall pay to each Seller by wire transfer of immediately available funds to a bank account designated in writing by such Seller (such account to be delivered by the Buyer designated at or least two Business Days prior to the Closing Date), an amount equal to (x) the Share Consideration payable to such Seller pursuant to Section 7.2 of this Agreement. 2.1 minus (by) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to Transaction Percentage of the percentage of outstanding Company Interests set forth opposite Escrow Amount minus (z) such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder Transaction Percentage of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the ClosingReserve Holdback.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: will (i) pay to each of the Sellers (their pro rata portion of the Cash Portion of the Purchase Price, adjusted in accordance with subsection 2.2(a) above and less the amounts paid pursuant to subsection 2.2(b) above by wire paying such sum to each Seller by transfer of immediately available funds in U.S. Dollars to such account or accounts specified accordance with instructions provided by the each Seller, (ii) issue to each of the Sellers to their pro rata portion of the Buyer prior Shares, by issuing to each Seller a certificate representing the Closingnumber of Buyer Shares set forth for such Seller on Exhibit A, (iii) an aggregate amount equal issue to each of the Sellers their pro rata portion of Buyer Notes and the Buyer Short Term Notes, by issuing to each Seller (A) a Buyer Note representing the Purchase Price minus principal amount of Buyer Notes set forth for such Seller on Exhibit A and (B) a Buyer Short Term Note representing the Aggregate VCS Payment Amount; principal amount of Buyer Short Term Notes set forth for such Seller on Exhibit A, and (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iiiiv) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: Buyer (i) all such Seller’s right, title a certificate or certificates representing their Shares duly endorsed or accompanied by stock powers duly endorsed in blank and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all other documents, instruments or certificates required to be delivered by such the Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, but immediately prior to the consummation of the Membership Interests Purchase and in exchange for the Real Estate Purchase Price, the Company and the PropCo Buyer will(or its designee) shall perform their respective obligations under the Real Estate Purchase Agreement, and thereby effect the Real Estate Purchase, in accordance with and subject to the terms and conditions set forth in the Real Estate Purchase Agreement (including the conditions to closing set forth in Article V thereof); provided, however, that if the PropCo Buyer assigns the Real Estate Purchase Agreement to a designee pursuant to the terms of the Real Estate Purchase Agreement, the PropCo Buyer shall guarantee all of the obligations of its designee thereunder. The Membership Interests Purchase, the Real Estate Purchase and the other transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions”. (b) The Company shall (i) conduct a physical counting of the Cage Cash and Kiosk Cash located on the Company Real Property and (ii) obtain an account balance statement from the Company’s banks showing the amount of Cash in the Company’s bank accounts, and the amount of the Cash Deduction, in each case as of the Reference Time (the “Cash Count”). The aggregate amount of Cash and the Cash Deduction determined in accordance with the preceding clauses (i) and (ii), absent any dispute from the OpCo Buyer’s representatives in connection with the Cash Count, shall be included in the determination of the amount of Closing Date Company Cash, subject to any adjustment pursuant to Section 2.06. To the extent permitted by applicable Gaming Authorities, the OpCo Buyer may have its representatives present during the Cash Count and such representatives shall have the right to dispute or sign off on the due completion and outcome of the Cash Count on the Closing Date without limitation of either the OpCo Buyer’s or the Seller’s rights under Section 2.06; provided, however, that such representatives shall not interfere with the Company’s conduct of the Cash Count. (c) At the Closing, each of the Buyers shall: (i) pay deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder (or agent on behalf of such counterparty or holder) of Indebtedness identified on Schedule 2.04(c)(i) to the Sellers extent such Indebtedness remains outstanding following the application of the proceeds of the Real Estate Purchase Price (the “Payoff Indebtedness”) in order to fully discharge, repay or prepay such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto (other than contingent indemnification liabilities), as specified in the Debt Payoff Letters and in accordance with this Agreement; (ii) deliver or cause to be delivered on behalf of the Company the amount payable to each Person who is owed a portion of the Transaction Expenses (other than Transaction Expenses that are to be borne by the Buyers, as provided in this Agreement), as specified by the Seller in writing to the Buyers at least three (3) Business Days prior to the Closing; (iii) deliver or cause to be delivered an amount equal to the Escrow Amount by wire transfer of immediately available funds in U.S. Dollars to such into an account or accounts specified designated by the Sellers Escrow Agent (the “Escrow Account”), which shall be held and distributed in accordance with the terms of the Escrow Agreement to satisfy any adjustments to the Buyer prior to the Closing) an aggregate amount equal to (A) the Membership Interests Purchase Price minus (B) in favor of the Aggregate VCS Payment AmountOpCo Buyer pursuant to Section 2.06; (iiiv) pay deliver to the Company (Seller the Closing Cash Consideration by wire transfer of immediately available funds in U.S. Dollars to such a bank account or accounts and in such proportions as specified by the Sellers Seller in writing to the Buyer Buyers at least three (3) Business Days prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iiiv) deliver to the Sellers Seller all other agreements, documents, instruments or certificates required to be delivered by the Buyer Buyers at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (bd) At the Closing, each Seller will deliver to the BuyerOpCo Buyer shall additionally: (i) all such Seller’s right, title and interest in and deliver to the percentage of outstanding Seller and the Company Interests set forth opposite such Seller’s name on Schedule A under a joinder to the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Operating Agreement, duly executed by the OpCo Buyer and a counterpart signature page to the Assignment Agreement; (yii) arising pursuant deliver to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentthe Seller the Escrow Agreement, duly executed by the OpCo Buyer; and (iii) deliver to the Seller amendments to the St. Mary’s Sublease and the Gap Building Lease, substantially in the form attached to the Real Estate Purchase Agreement as Exhibits H-1 and H-2, duly executed and acknowledged by Greektown. (e) At the Closing, the Seller shall: (i) deliver to the Buyers a certificate in compliance with Treasury Regulations Section 1.1445-2, certifying that the Transactions are exempt from withholding under Section 1445 of the Code, provided, that the Buyers’ sole recourse in the event that the Seller fails to deliver such certificate shall be to make an appropriate withholding under Section 1445 of the Code; (ii) deliver to the OpCo Buyer an assignment agreement, in form and substance reasonably acceptable to the OpCo Buyer (the “Assignment Agreement”), executed by the Seller, pursuant to which (x) the Seller shall transfer and assign to the OpCo Buyer all of the Membership Interests and (y) concurrently with the Closing and the execution of a joinder to the Company Operating Agreement executed by the OpCo Buyer, the board of managers of the Company shall admit the OpCo Buyer as the sole member of the Company and the Seller shall cease to be a member of the Company; (iii) deliver to the OpCo Buyer the Escrow Agreement, duly executed by the Seller; (iv) deliver to the PropCo Buyer the fixed asset ledger of the Company and each Company Subsidiary as of the last day of the most recent calendar month prior to the Closing prepared in accordance with GAAP in all material respects; (v) deliver to the PropCo Buyer all agreements, documents, instruments or certificates required to be delivered by such the Seller at or prior to the Closing pursuant to the Section 3.03 of the Real Estate Purchase Agreement; (vi) deliver to the PropCo Buyer a certificate of Seller’s chief financial officer (or other executive vested with similar duties) in the form of Exhibit D; and (vii) deliver to the Buyers all other agreements, documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) Sellers’ Representative shall deliver to Buyer, no less than one (1) business day before the Sellers all other documentsClosing Date a written statement of the amount of Debt of the Company, instruments or certificates required specifying the final payment to be delivered made at Closing by the Buyer at or prior as per Section 2.03(b)(iii), to pay out and discharge in full all such Debt and to effect the release and discharge of any Encumbrances securing such Debt. Any such Debt of the Company is referred to as the “Company Closing pursuant to Section 7.2 of this AgreementDebt”. (b) At the Closing, each Seller will Buyer shall: (i) Execute, together with the Principal Sellers, (a) a subscription agreement (the “Subscription Agreement”), pursuant to which the Principal Sellers shall agree and shall undertake to subscribe for the Subscribed Shares in the amounts and in the proportions set forth in Exhibit C; and (b) a set-off agreement pursuant to which the Principal Sellers agree to set off the amount of the Setoff Consideration owed to them by the Buyer for the Majority Shares pursuant to this Agreement against the amounts they owe to the Buyer in connection with the subscription of the Subscribed Shares (the “Set Off Agreement”), and the Buyer agrees to set off the amounts owed to it by the Principal Sellers in connection with the subscription of the Subscribed Shares, such that, following the execution and performance of such Set Off Agreement and the payment of the Initial Cash Consideration due to the Principal Sellers at Closing, the Buyer’s obligation to the Principal Sellers for the payment of the Setoff Consideration due to them in connection with the sale of the Majority Shares and the Principal Sellers’ obligation to the Buyer for the subscription of the Subscribed Shares are mutually and fully extinguished; (ii) deliver to the Principal Sellers the Subscribed Shares, pro rata in accordance with each Principal Seller’s applicable portion of the Majority Shares, consisting of evidence of ownership of the Subscribed Shares, free and clear of all Encumbrances, as set forth in Exhibit C; (iii) deliver to the Paying Agent the Closing Consideration and cause the Paying Agent promptly to: (1) pay the Company Closing Debt, on behalf of the Company, to the creditors with respect thereto, as identified on Exhibit C, the amounts set forth on Exhibit C with respect to each such creditor; (2) pay to each Principal Seller the amounts set forth on Exhibit C as Initial Cash Consideration; (3) pay to the Company’s payroll processor the aggregate sum of the payments to be distributed to each Manager and to each Optionee who is an employee the amounts set forth on Exhibit C (with such aggregate amount shown on the Closing Flow of Funds) as Initial Cash Consideration; (4) pay to each Minority Shareholder the amounts set forth in Exhibit C as Initial Cash Consideration; (5) deposit to the account designated by the Sellers’ Representative (as shown on the Closing Flow of Funds memo as part of Exhibit C) the Sellers’ Rep Fund Amount; (6) pay to the applicable service providers, the Scheduled Transaction Expenses, as set forth on Exhibit C, by wire transfer of immediately available funds to the bank accounts previously designated in writing by such service providers to Buyer; (iv) provide to the Sellers the fully-effective and executed Bank LCs, issued by Intesa via Citibank (v) provide to the applicable counterparty(ies) counterparts of the other Transaction Documents required to be delivered by Buyer at the Closing pursuant to this Agreement, duly executed by Buyer. (c) At the Closing, Company or the applicable Sellers shall deliver to Buyer: (i) all such Seller’s right, title and interest in and Instruments of assignment with respect to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under Equity Interests, transferring title to the heading “Company Interests” same to Buyer free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; andEncumbrances; (ii) all documents, instruments or certificates counterparts of the other Transaction Documents required to be delivered by such Seller Sellers at or prior to the Closing pursuant to Section 7.1 this Agreement., duly executed by the applicable Seller(s); (ciii) Immediately prior executed copies of the Option Cancellation and Cash-Out Agreements from each of the Optionees; (iv) written resignations, in the form attached to the Closingthis Agreement as Exhibit D, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at effective as of the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.Date, of

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: Seller shall deliver or cause to be delivered to Purchaser (i) pay such duly executed deeds, bills of sale, assignments and other instruments of transfer relating to the Sellers Transferred Assets (other than the Transferred Intellectual Property) in forms reasonably acceptable to Purchaser, (ii) duly executed assignments of the Transferred Trademarks, in forms suitable for recording in the applicable jurisdictions (it being understood that any notarization and/or legalization required for the recording of any such assignment outside of the United States may be effectuated after the Closing and shall be the sole responsibility of Purchaser) in forms reasonably acceptable to Purchaser, (iii) general assignments of all Other Transferred Intellectual Property in forms reasonably acceptable to Purchaser, (iv) a duly executed counterpart of the Transitional Services Agreement, (v) a duly executed counterpart of the Excluded Technology License (it being understood that such deeds, bills of sale, assignments and other instruments of transfer shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement) and (vi) the officer’s certificates referred to in Section 6.02; and (b) Purchaser shall deliver to Seller and the Seller Affiliates (i) payment, by wire transfer of immediately available funds to one or more accounts designated in U.S. Dollars writing by Seller (such designation to such account or accounts specified by the Sellers to the Buyer be made at least two business day prior to the Closing) Closing Date), in an aggregate amount equal to (A) the Purchase Price plus or minus (B) the Aggregate VCS Payment Amount; (ii) pay an estimate, prepared by Seller and delivered to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer Purchaser at or least two business day prior to the Closing pursuant to Section 7.2 Date, of this Agreement. (b) At the Closing, each Seller will deliver any adjustment to the Buyer: Purchase Price under Section 2.03 (ithe Purchase Price plus or minus such estimate of any adjustment under Section 2.03 being hereinafter called the “Closing Date Payment”), (ii) all duly executed counterparts to such Seller’s rightdeeds, title bills of sale, assignments and interest in other instruments of transfer, and appropriately executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities, (iii) an duly executed counterpart to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Transitional Services Agreement, (yiv) arising pursuant to applicable securities Laws a duly executed counterpart of the Excluded Technology License and (zv) for Taxes not yet due or delinquent or being contested the officer’s certificates referred to in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement6.03. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. At the Closing: (a) At the Closing, the Buyer will: each LRPHI Stockholder shall deliver to Purchaser (i) pay certificates representing the LRPHI Stock owned by such LRPHI Stockholder, duly endorsed in blank or accompanied by powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed and (ii) such other documents as Purchaser or its counsel may reasonably request to transfer legal and beneficial title to the Sellers LRPHI Stock owned by such LRPHI Stockholder; and (b) each Individual Seller shall deliver to Purchaser (i) an assignment of such Individual Seller’s Membership Interests executed by such Individual Seller and (ii) such other documents as Purchaser or its counsel may reasonably request to transfer legal and beneficial title to the Membership Interests held by such Individual Seller; and (c) each Seller shall deliver to Purchaser a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2) that establishes (to the reasonable satisfaction of Purchaser) that no withholding is required under Section 1445 of the Code and a properly prepared and certified IRS Form W-9 claiming complete exemption from U.S. backup withholding; and (d) Purchaser shall deliver to Sellers’ Representative, on behalf of Sellers, payment, by wire transfer of immediately available funds to a bank account designated in U.S. Dollars writing by Sellers’ Representative (such designation to such account or accounts specified by the Sellers to the Buyer be made at least two business days prior to the Closing) Closing Date), in an aggregate amount equal to (i) (A) the Purchase Price Price, minus (B) the Aggregate VCS Payment Escrowed Funds, minus (C) the Bonus Amount; , minus (D) the Warrant Payment, plus or minus (ii) pay an estimate, prepared by the Company in good faith and delivered to Purchaser at least two business days prior to the Company Closing Date of any adjustment to the Purchase Price under Section 1.04 (the Purchase Price plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Closing Date Amount”); and (e) Purchaser shall deposit $13,250,000 (together with interest earned thereon as provided in the Escrow Agreement, the “Escrowed Funds”) by wire transfer of immediately available funds in U.S. Dollars to such into an escrow account or accounts specified by (the Sellers “Escrow Account”) established pursuant to the Buyer prior terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among Purchaser, Sellers’ Representative and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), substantially in the form and substance of Exhibit A, to be distributed in accordance with the Closing) an amount equal to terms of this Agreement and the Aggregate VCS Payment AmountEscrow Agreement; and (iiif) deliver Purchaser shall pay by wire transfer of immediately available funds to a bank account designated in writing by the Sellers all other documents, instruments or certificates required Company (such designation to be delivered by the Buyer made at or least two business days prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At Date), the Closingamount, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests as set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as in a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be written notice delivered by such Seller Sellers’ Representative to Purchaser at or least two business days prior to the Closing Date, required to be paid pursuant to the phantom equity awards listed in Section 3.03(a) of the Disclosure Letter and any other bonuses, change of control or similar payments permitted or consented to by Purchaser pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied 5.01 and cancelled payable by the Company’s payment to each holder of Company or any Value Creation Share Award Subsidiary at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by connection with the transactions contemplated by this Agreement (less any collectively, the “Bonus Amount”), and the Purchaser shall cause the Bonus Amount to be distributed to each individual entitled to receive their applicable withholding Taxes). The payments share of the Bonus Amount (as specified in the written notice described above) through the payroll systems of the Company no later than the regularly scheduled payroll date occurring on or after the Closing Date; and (g) Purchaser shall pay by wire transfer of immediately available funds to a bank account designated in writing by Sellers’ Representative or Aritas Group, Inc. (such designation to be made at least two business days prior to the Closing Date), the amount (the “Warrant Payment”), as set forth in a written notice delivered by Sellers’ Representative to Purchaser at least two business days prior to the Closing Date, of the Warrant Payment (as defined in that certain Warrant Termination Agreement between the Company pursuant to this Section 2.3(cand Aritas Group, Inc., dated September 21, 2015 (the “Warrant Termination Agreement”)); and (h) Purchaser and Sellers shall be made concurrently with the Closingmake such other deliveries as are required by Article VI.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected: (a) The Buyer willshall deliver or, to the extent such amounts are to be funded with Refinancing Proceeds in accordance with Section 3.4(c), cause to be delivered: (i) pay to the Sellers Seller, (A) by wire transfer of immediately available funds in U.S. Dollars to such bank account or bank accounts specified designated in writing by the Sellers Seller (such designation to the Buyer be made at least two (2) Business Days prior to the Closing) Closing Date), an aggregate amount in cash equal to (A) the Purchase Price minus Cash Consideration, (B) certificates or, at the Aggregate VCS Payment AmountSeller’s request, evidence of shares in book-entry form representing the number of newly-issued Buyer Common Shares to which the Seller is entitled pursuant to Section 3.2(b) and (C) certificates or, at the Seller’s request, evidence of shares in book-entry form representing the number of newly-issued Buyer Preferred Shares to which the Seller is entitled pursuant to Section 3.2(c); (ii) pay to the Company (applicable lender(s) under the Existing Credit Facility or its designee(s), by wire transfer of immediately available funds in U.S. Dollars to such bank account or bank accounts specified by as set forth in the Sellers to the Buyer prior to the Closing) Payoff Letters, an amount equal to the Aggregate VCS Payment Credit Facility Payoff Amount; (iii) to the parties entitled thereto, by wire transfer of immediately available funds, the Closing Company Expenses, the Closing Buyer Expenses and any other Transaction Expenses to be paid at the Closing; (iv) to the Seller’s Representative, by wire transfer of immediately available funds to such bank account or bank accounts designated in writing by the Seller’s Representative (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount equal to the Seller’s Representative Holdback Amount; and (iiiv) deliver to the Sellers Seller or the Seller’s Representative, as applicable, all other documents, instruments or certificates of the documents required to be delivered by the Buyer at or prior to the Closing Buyer, Merger Sub I and/or Merger Sub II LLC pursuant to Section 7.2 of this AgreementArticle 9, duly executed by the Buyer, Merger Sub I and/or Merger Sub II LLC, as applicable. (b) At The Company shall deliver to the ClosingBuyer (i) concurrently with the delivery of the Estimated Closing Statement, each payoff letters (the “Payoff Letters”) from the lender(s) under the Existing Credit Facility which authorize the release (or, to the extent that the collateral for the Existing Credit Facility is to secure the Replacement Credit Facility, the amendment) of all Encumbrances securing the Existing Credit Facility upon payment in full of the Credit Facility Payoff Amount (which Payoff Letters shall be in customary form) and (ii) all of the documents required to be delivered by the Seller, the Seller’s Representative and/or the Company pursuant to Article 8, duly executed by the Seller, the Seller’s Representative and/or the Company, as applicable. (c) The Company shall cause the Refinancing Proceeds to be available at Closing in an amount sufficient to pay, and the parties shall cause the Refinancing Proceeds to be used for the purposes of paying, (i) Transaction Expenses, and (ii) any increase in Cash Consideration in respect of any Working Capital Overage. (d) The Seller will shall deliver to the Buyer: (i) certificates, if any, representing all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated byCompany Common Units owned by the Seller, duly endorsed in blank or described inaccompanied by limited liability company interest powers duly endorsed in blank in proper form for transfer, this Agreementwith appropriate transfer Tax stamps, (y) arising pursuant if any, affixed or, if the Seller is unable to applicable securities Laws and (z) for Taxes not yet due surrender such certificates because such certificates have been lost, mutilated or delinquent or being contested in good faith) pursuant to destroyed, an Instrument affidavit of Assignmentloss; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or least two (2) Business Days prior to the Closing pursuant to Section 7.1 this AgreementDate, a good faith estimate of the Company Expenses (the “Closing Company Expenses”) and any copies of invoices related thereto. (ce) Immediately At least two (2) Business Days prior to the Closing Date, the Buyer shall deliver to the Seller’s Representative and the Company a certificate setting forth Buyer’s good faith estimate of (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Buyer Stockholder Redemptions as of the Closing, all unvested or not fully vested Value Creation Share Awards then (ii) the amount of Available Cash, (iii) the number of Buyer Common Shares and Buyer Preferred Shares outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at as of the Closing after giving effect to be satisfied the Buyer Stockholder Redemptions, the issuance of Buyer Common Shares and cancelled Buyer Preferred Shares to the Seller in accordance with Section 3.4(a)(i) and the issuance of any other capital stock or security issued in accordance with Section 7.2(b) and (iv) the fees and expenses described in clause (b) of the definition of Transaction Expenses (the “Closing Buyer Expenses”) and any copies of invoices related thereto. (i) At or as promptly as practicable following the Closing, the Buyer shall reimburse the Seller, by wire transfer of immediately available funds to such bank account or bank accounts designated in writing by the Company’s payment Seller, for any Transaction Expenses paid by the Seller prior to each holder the Adjustment Time in full satisfaction of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising liability for payment from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently and the Company Subsidiaries with the Closingrespect thereto.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay the Closing Payment to the Sellers Sellers’ Representative (by wire transfer of immediately available funds in U.S. Dollars dollars to such an account or accounts specified by the Sellers Sellers’ Representative to the Buyer no later than one Business Day prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount); (ii) pay the Closing Indebtedness Amount and the Seller Transactions Costs to the Company applicable payees, as set forth in the Closing Statement (by wire transfer of immediately available funds in U.S. Dollars dollars to such an account or accounts specified by each applicable payee); provided that any amounts with respect to Taxes shall be paid by the Sellers Acquired Companies in a manner as required by applicable Law and to the Buyer prior to extent of any compensatory payments, such payments will be made through the Closing) an amount equal to regular payroll of the Aggregate VCS Payment AmountAcquired Companies; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all the Interests, including any certificates thereof (if any), accompanied by an instrument of assignment or other instrument of transfer, duly executed as necessary by such Seller’s right, title Seller for transfer and interest in and sale of such Interests to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under Buyer; (ii) unless otherwise requested by the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant toBuyer, or as a result resignation letters from each member of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument Board of AssignmentDirectors of the Acquired Companies; and (iiiii) all other documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 of this Agreement.. 69838412_11 DB1/ 98258861.9 (c) Immediately prior Following receipt of the Closing Payment from the Buyer pursuant to Section 2.3(a)(i), the Sellers’ Representative shall distribute to each Seller an amount equal to such Seller’s Pro-Rata Share multiplied by the Closing Payment. Except for the Buyer’s obligation to remit the Closing Payment pursuant to Section 2.3(a)(i), the Buyer shall have no obligation or liability to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at Sellers with respect to the distribution of the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder Payment under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing).

Transactions to be Effected at the Closing. At the Closing: (a) At Purchaser shall deliver to Seller payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least five (5) Business Days prior to the ClosingClosing Date), in immediately available funds in an amount equal to the Buyer will:Initial Closing Date Amount; (ib) pay Purchaser shall deliver to the Sellers (Escrow Agent, by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) funds, an amount equal to the Aggregate VCS Payment Adjustment Escrow Amount, which amount shall be held by the Escrow Agent in a separate account (the “Adjustment Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the terms and conditions of an escrow agreement by and among Purchaser, Seller and the Escrow Agent in substantially the form attached on Exhibit A (the “Escrow Agreement”); (c) Purchaser shall pay, or cause to be paid, all amounts necessary to discharge in full all Indebtedness for borrowed money set forth on the Estimated Closing Statement by wire transfer in immediately available funds as directed by the holders of such Indebtedness (such direction to be made at least five (5) Business Days prior to the Closing Date); (d) Purchaser shall pay, or cause to be paid, on behalf of the Company or a subsidiary thereof, the Estimated Transaction Expenses set forth on the Estimated Closing Statement to the payees thereof and in such amounts as set forth in invoices delivered to Purchaser by Seller at least five (5) Business Days prior to the Closing Date; (e) Seller shall deliver, or cause to be delivered, to Purchaser certificates, if any, representing the Shares, duly endorsed in blank or accompanied by powers duly endorsed in blank in proper form for transfer or other customary instruments of transfer and assignment; (f) Each of Purchaser and Seller shall duly execute and deliver to the other, and cause the Escrow Agent to duly execute and deliver to Purchaser and Seller, the Escrow Agreement; (g) Each of Purchaser and Seller or an Affiliate thereof shall duly execute and deliver to the other the Transition Services Agreement; (h) Purchaser shall pay to the Escrow Agent all fees payable to the Escrow Agent on the Closing Date pursuant to the Escrow Agreement; (i) Seller shall cause all Liens on assets or properties of the Company or any of its subsidiaries securing any Indebtedness for borrowed money to be released, and Seller shall deliver to Purchaser at least two (2) Business Days prior to the Closing Date one or more customary payoff letters in form and substance reasonably acceptable to Purchaser evidencing the release of all such Liens (such letters, collectively, the “Payoff Letters”); (j) Seller shall deliver to Purchaser resignation letters, dated as of the Closing Date, of the directors, managers and officers of the Company and its subsidiaries as requested by Purchaser in writing no later than three (3) Business Days prior to the Closing Date; and (iiik) Seller shall deliver to Purchaser good standing certificates (or similar equivalents in any jurisdiction) with respect to the Sellers all other documentsCompany and each of its subsidiaries from the state or jurisdiction of their respective formation or incorporation, instruments or certificates required to be delivered by the Buyer at or dated within fifteen (15) calendar days prior to the Closing pursuant to Section 7.2 of this AgreementDate. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver, or cause to be delivered, to Seller the Estimated Initial Purchase Price less the Cash Escrow Amount (the “Closing Consideration”), $40,000,000 of which shall be paid in cash by wire transfer of immediately available funds to the Sellers Seller Bank Account and the remainder of the Closing Consideration shall be paid by delivery of a demand promissory note made by Buyer in favor of Seller (the “Demand Note”) in the amount of such remainder; (ii) deposit the Cash Escrow Amount with the Escrow Agent to be kept in a segregate interest bearing account (the “Cash Escrow Account”) designated by the Escrow Agent pursuant to the Escrow Agreement; (iii) pay, or cause to be paid, on behalf of the Acquired Companies, the Company Transaction Expenses for which Buyer has received payoff letters pursuant to Section 6.01(d) by wire transfer of immediately available funds in U.S. Dollars to accordance with such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amountletters; (iiiv) pay repay, or cause to be repaid, on behalf of the Company (Acquired Companies, all amounts necessary to discharge fully the then outstanding balance of all Closing Repaid Indebtedness, by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by accordance with the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountPayoff Letters; and (iiiv) deliver deliver, or cause to the Sellers be delivered, to Seller all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 6.02 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyershall: (i) all such Seller’s rightdeliver, title and interest in and or cause to be delivered, to Buyer to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under extent certificated, certificate(s) evidencing the heading “Company Interests” , free and clear of all Liens Encumbrances, duly endorsed in blank or accompanied by membership interest transfer powers, stock powers or other instruments of transfer duly executed in blank; (other than Liens (xii) arising pursuant todeliver, or as a result cause to be delivered, to Buyer the original Majestic Promissory Note stamped “cancelled”; (iii) (A) commit to lend $15 million in cash to Credit Logistics pursuant to the terms of the transactions contemplated by, or described in, this Buyer Debt Facility Agreement, and (yB) arising lend its pro rata share of the Loans at the Closing pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentthe terms thereof; and (iiiv) all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 6.01 of this Agreement. (ca) Immediately prior to following the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding Buyer shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in pay an amount in cash equal to the principal amount due of the Demand Note by wire transfer of immediately available funds to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the ClosingSeller Bank Account.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected: (a) Parent shall deliver (or cause to be delivered): (i) pay to the Sellers Transfer Agent the aggregate number of Consideration Shares to be delivered to Stockholders in accordance with the terms of this Agreement; (ii) to the Payments Administrator, by wire transfer of immediately available funds to the account designated in U.S. Dollars to such account or accounts specified writing by the Sellers to the Buyer Payments Administrator at least two (2) Business Days prior to the Closing) Closing Date, an aggregate amount equal to (A1) the Purchase Price minus Closing Payment, less (B2) any amounts owed on account of Dissenting Shares, for further distribution to the Aggregate VCS Payment AmountStockholders (other than the Dissenting Stockholders) in accordance with Section 2.6(a); (iiiii) pay to the Company (Company, by wire transfer of immediately available funds to the account designated in U.S. Dollars to such account or accounts specified writing by the Sellers to the Buyer Company at least two (2) Business Days prior to the Closing) Closing Date, an amount equal to the Aggregate VCS Option Payment Amount; and, for further distribution to the Optionholders in accordance with Section 2.6(a); (iiiiv) deliver to such parties designated in the Payoff Letters, by wire transfer of immediately available funds to such bank account or bank accounts designated in such Payoff Letters, the amounts set forth in such Payoff Letters (the “Payoff Amounts”); (v) to such parties to whom any Company Expenses are payable pursuant to the Sellers all other documentsinstruction delivered pursuant to Section 2.8(d), instruments by wire transfer of immediately available funds to such bank account or certificates required bank accounts designated pursuant to be Section 2.8(d), the applicable amount set forth in the instruction delivered pursuant to Section 2.8(d); (vi) to the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), by wire transfer of immediately available funds to the account designated in the Escrow Agreement or otherwise designated in writing by the Buyer Escrow Agent at or least two (2) Business Days prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the ClosingDate, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the Escrow Amount, to be held by the Escrow Agent and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement; (vii) to the Stockholders’ Representative, for deposit in an account established by the Stockholders’ Representative (the “Stockholders’ Representative Reserve Account”), by wire transfer of immediately available funds to an account designated in writing by the Stockholders’ Representative at least two (2) Business Days prior to the Closing Date, an amount due in cash equal to such holder under the Value Creation Shares Plan arising Stockholders’ Representative Reserve Amount, to be held by the Stockholders’ Representative in a segregated account for purposes of satisfying fees, costs and expenses incurred in its capacity as the Stockholders’ Representative and otherwise in accordance with this Agreement (provided that, for Tax purposes, the Stockholders’ Representative Reserve Account shall be treated by the parties as having been received and voluntarily set aside by the Sellers at the time of Closing); and (viii) to the Company, the Stockholders’ Representative and the Escrow Agent, an executed copy of the Escrow Agreement; and (ix) to the Company a certificate dated as of the Closing Date from Parent (executed by an authorized officer of Parent) to the effect that the conditions set forth in Section 9.3(a) and Section 9.3(b) have been fully satisfied. (b) The Company shall deliver (or otherwise triggered cause to be delivered): (i) to Parent, executed copies of the Payoff Letters; (ii) to Parent and Escrow Agent, a copy of the Escrow Agreement executed by the Stockholders’ Representative; (iii) certificates from the applicable jurisdiction of formation or incorporation as to the good standing of the Company and its Subsidiaries in the applicable jurisdiction, dated within ten days of the Closing Date; (iv) the preliminary statement including the Estimated Adjustment Amount pursuant to Section 2.8(b); (v) Indemnity Support Agreements in the form attached hereto as Exhibit H duly executed by the Indemnifying Sellers; (vi) restrictive covenant agreements in the form attached hereto as Exhibit I duly executed by the Sellers identified on Schedule 2.9(b)(vi); (vii) Accredited Investor Representation and Lock-Up Acknowledgement Agreements in the form attached hereto as Exhibit J (the “Lock-Up Acknowledgement Agreement”) duly executed by the Stockholders entitled to Consideration Shares; (viii) duly executed agreements terminating the Affiliate transactions identified on Schedule 2.9(b)(viii); (ix) a certificate dated as of the Closing Date, duly executed by the Secretary of the Company, certifying as to an attached copy of (A) the resolutions of the board of directors of the Company authorizing and approving the execution, delivery and performance of, and the consummation of the Merger, this Agreement and the transactions contemplated by this Agreement hereby and (less any applicable withholding Taxes). The payments B) the executed stockholder consent evidencing the Stockholder Written Consent, and stating that such resolutions and Stockholder Written Consent have not been amended, modified, revoked or rescinded; (x) to be made Parent, (A) a properly executed statement, in substantially the form attached hereto as Exhibit K, dated as of the Closing Date and executed by the Company, certifying that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code, and (B) a “FIRPTA Notification Letter”, in substantially the form attached hereto as Exhibit K dated as of the Closing Date and executed by the Company; (xi) to Parent a certificate dated as of the Closing Date from the Company pursuant (executed by an authorized officer of the Company) to this the effect that the conditions set forth in Section 2.3(c9.2(a), Section 9.2(b) shall be made concurrently and Section 9.2(c) have been fully satisfied; (xii) evidence reasonable satisfactory to Parent that the board of directors of the Company has taken all actions necessary to terminate the Oqton, Inc. 2021 Incentive Plan, along with copies of fully executed Phantom Equity Termination Agreements with each Phantom Equity Holder; and (xiii) evidence reasonable satisfactory to Parent that all shares held by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ in Oqton Belgium NV have been transferred to the ClosingCompany.

Transactions to be Effected at the Closing. At the Closing: (a) At the ClosingPSHS Seller shall deliver to Purchaser: (i) certificates representing the PSHS Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the Buyer will:certificates delivered to Purchaser by the PSHS Seller, shall represent 48 % of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the PSHS Seller, (iii) a certificate dated as of the Closing Date stating the PSHS Seller’s name, tax identifying number and address, stating that the PSHS Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “FIRPTA Certificate”) , and (iv) the Limited Partnership Interest Pledge Agreement for the PSHS Seller .. (b) the ▇▇▇▇▇▇▇▇▇▇ Seller shall deliver to Purchaser: (i) certificates representing the ▇▇▇▇▇▇▇▇▇▇ Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest 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 the ▇▇▇▇▇▇▇▇▇▇ Seller, shall represent 10% of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the ▇▇▇▇▇▇▇▇▇▇ Seller, (iii) a certificate dated as of the Closing Date stating the ▇▇▇▇▇▇▇▇▇▇ Seller’s name, tax identifying number and address, stating that the ▇▇▇▇▇▇▇▇▇▇ Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “FIRPTA Certificate”) , and (iv) the Limited Partnership Interest Pledge Agreement for the ▇▇▇▇▇▇▇▇▇▇ Seller .. (c) the ▇▇▇▇▇ Seller shall deliver to Purchaser: (i) certificates representing the ▇▇▇▇▇ Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest 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 the ▇▇▇▇▇ Seller, shall represent 10 % of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the ▇▇▇▇▇ Seller, and (iii) a certificate dated as of the Closing Date stating the ▇▇▇▇▇ Seller’s name, tax identifying number and address, stating that the ▇▇▇▇▇ Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “FIRPTA Certificate”). (d) the ▇▇▇▇▇▇▇ Seller shall deliver to Purchaser: (i) certificates representing the ▇▇▇▇▇▇▇ Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest 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 the ▇▇▇▇▇▇▇ Seller, shall represent 2% of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the ▇▇▇▇▇▇▇ Seller, and (iii) a certificate dated as of the Closing Date stating the ▇▇▇▇▇▇▇ Seller’s name, tax identifying number and address, stating that the ▇▇▇▇▇▇▇ Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “FIRPTA Certificate”). (e) the Corces Seller shall deliver to Purchaser: (i) certificates representing the Corces Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest 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 the Corces Seller, shall represent 3% of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the Corces Seller, and (iii) a certificate dated as of the Closing Date stating the Corces Seller’s name, tax identifying number and address, stating that the Corces Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “FIRPTA Certificate”). (f) Purchaser shall deliver to the PSHS Seller: (i) the Cash Purchase Price for the PSHS Seller, (ii) a certificate representing the Purchaser Stock for the PSHS Seller issued to the PSHS Seller , (iii) the Promissory Note for the PSHS Seller, and (iv) the Limited Partnership Interest Pledge Agreement for the PSHS Seller .. (g) Purchaser shall deliver to the ▇▇▇▇▇▇▇▇▇▇ Seller : (i) the Cash Purchase Price for the ▇▇▇▇▇▇▇▇▇▇ Seller , (ii) Stock for the ▇▇▇▇▇▇▇▇▇▇ Seller, (iii) the Promissory Note for the ▇▇▇▇▇▇▇▇▇▇ Seller, and (iv) the Limited Partnership Interest Pledge Agreement for the ▇▇▇▇▇▇▇▇▇▇ Seller .. (h) Purchaser shall deliver to the ▇▇▇▇▇ Seller: the Cash Purchase Price for the ▇▇▇▇▇ Seller . (i) pay Purchaser shall deliver to the Sellers ▇▇▇▇▇▇▇ Seller the Cash Purchase Price for the ▇▇▇▇▇▇▇ Seller. (j) Purchaser shall deliver to the Corces Seller the Cash Purchase Price for the Corces Seller. Purchaser shall: (i) deliver by wire transfer of immediately available funds to the applicable bank account(s) designated in U.S. Dollars to such account or accounts specified writing by the Sellers to Partnership any other Indebtedness of the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to Partnership, if any, if such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or amounts are not paid off prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the ClosingDate, each Seller will deliver to the Buyer: (i) all such Seller’s right, title if applicable and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior deliver payment to the Closing pursuant to Section 7.1 this Agreementapplicable accounts designated therefore of all Transaction Expenses. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the ClosingClosing (and in any event on the Closing Date), the Buyer willshall: (i) pay to the Sellers (by wire transfer of immediately available funds the applicable Pro Rata Share of the Closing Cash Consideration less the applicable Pro Rata Share of the Holdback Cash Amount to each Seller in U.S. Dollars to such account or accounts specified by the Sellers accordance with Section 2.01(a) and to the Buyer applicable bank account designated by each Seller at least three (3) Business Days prior to the Closing) an aggregate amount equal Closing (the “Sellers' Bank Accounts”). Receipt of such sum in the Seller Bank Accounts shall be a good and valid discharge by Buyer of its obligation to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amountmake such payments; (ii) pay to the Company (by wire transfer deliver a letter of immediately available funds instruction, in U.S. Dollars to such account or accounts specified form and substance as reasonably approved by the Sellers to the Buyer Sellers' Representative prior to the Closing, to Buyer's transfer agent irrevocably instructing the transfer agent to issue to each Seller, in book-entry form, the applicable Pro Rata Share of the Closing Stock Consideration less the applicable Pro Rata Share of the Holdback Shares in accordance with Section 2.01(a) an amount equal to (the Aggregate VCS Payment Amount"Instruction Letter"); and (iii) deliver to Sellers the Sellers Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 8.03 of this Agreement. (b) At the ClosingClosing (and in any event on the Closing Date), each Seller will deliver to the BuyerSellers shall: (i) all such Seller’s rightdeliver (A) the share certificates evidencing the Shares, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens Encumbrances; (other than Liens B) stock transfer forms with respect to the Shares, duly executed and (xC) arising pursuant toan irrevocable power of attorney in form and substance as reasonably approved by Buyer and the Sellers' Representative without delay prior to the Closing, or as a result executed by each Seller in favor of Buyer in respect of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant rights attaching to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentthe Company Shares; and (ii) deliver the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by such Seller Sellers at or prior to the Closing pursuant to Section 7.1 8.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At or prior to the Closing, the Buyer will: (i) pay the Company shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (ii) the Company shall deliver to Buyer evidence of the consummation of the Redemption to the Sellers extent required pursuant to Section 2.4(a); (iii) the Company shall deliver, or cause to be delivered, to Buyer (A) a certificate of the Company, dated as of the Closing Date, stating that the conditions set forth in Section 6.1(a)(i), Section 6.1(a)(ii) and Section 6.1(b) have been satisfied, and (B) a certificate of Red Topco, dated as of the Closing Date, stating that the conditions set forth in Section 6.1(a)(iii) has been satisfied; (iv) the Company shall cause to be delivered to Buyer a customary solvency certificate, in the form of Exhibit C attached hereto, dated as of the Closing Date, from the chief financial officer of Red Topco confirming the solvency of Red Topco and the Red Store Entities, taken as a whole, as of the Closing Date; (v) Buyer shall deliver to the Company a certificate of Buyer, dated as of the Closing Date, stating that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; (vi) Buyer shall, on behalf of the Company, pay or cause to be paid the Debt Payoff Amount set forth in the Payoff Letter by wire transfer of immediately available funds in U.S. Dollars to such the account or accounts specified by designated in the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountPayoff Letter; (iivii) Buyer shall, on behalf of the Company, pay or cause to be paid the portion of the Estimated Closing Transaction Costs (including any prepayments thereof) to the Company applicable recipients thereof in the amount set forth in the Estimated Closing Statement (which shall reflect the invoices delivered in accordance with Section 5.17), in each case by wire transfer of immediately available funds in U.S. Dollars pursuant to such account or accounts specified written instructions provided to Buyer by the Sellers Company concurrently with the delivery of the Estimated Closing Statement; (viii) each of Buyer and the Stockholders’ Representative shall execute and deliver, and shall cause the Escrow Agent to execute and deliver, the Escrow Agreement; (ix) Buyer shall deliver or cause to be delivered to the Escrow Agent the Adjustment Escrow Amount; (x) Buyer shall deliver or cause to be delivered to the Paying Agent cash in an aggregate amount equal to the Redemption Amount plus the Closing Merger Consideration; (xi) Buyer shall, on behalf of the Company, cause the Paying Agent to pay to each Company Preferred Stockholder the applicable portion of the Redemption Amount, in each case, subject to compliance by such holder with the Redemption Notice and in accordance with the Consideration Allocation Schedule; (xii) Buyer shall, on behalf of the Company, cause the Paying Agent to pay to each Company Common Stockholder whose Letter of Transmittal has been provided to Buyer by the Company at least three Business Days prior to the Closing Date the applicable portion of the Closing Merger Consideration, in each case, subject to compliance with Section 2.7 and in accordance with the Consideration Allocation Schedule; and (xiii) the Company shall, and shall cause Smart & Final Stores LLC to, execute and deliver to Buyer the Shared Services Agreement substantially in the form attached hereto as Exhibit A (the “Services Agreement”). (b) Notwithstanding anything set forth herein to the contrary, to the extent that any Company Entity is required to withhold Taxes on any portion of a payment to be made at the Closing to any current or former employee of a Company Entity or any of their Affiliates, such portion shall be paid to the applicable Company Entity at the Closing, and such Company Entity shall pay the applicable portion to the applicable individual through such Company Entity’s next regular payroll following the later of (i) the Closing Date and (ii) the date on which such amounts are otherwise due to be paid to the applicable employee (in each case, net of any applicable withholding Taxes); (c) Notwithstanding anything set forth herein to the contrary, subject to the actual payment by or on behalf of Buyer of the amounts required to be paid to the Company Stockholders hereunder, none of Buyer, the Surviving Corporation or any of their respective Affiliates shall have any Liability to any Person for any payment made in accordance with the calculations set forth in the Consideration Allocation Schedule or any other payment made to or for the benefit of the Company Stockholders pursuant to this Section 2.5 or Section 2.8 based on the written instructions of the Company (including with respect to any claim that the Consideration Allocation Schedule or such other written instruction is incomplete or inaccurate). (d) Notwithstanding anything contained herein to the contrary, to the extent any Company Stockholder is party to a Co-Invest Promissory Note with respect to which there is an outstanding Co-Invest Promissory Note Balance, all Closing Merger Consideration (on an after-Tax basis) otherwise payable to such Company Stockholder in accordance with Section 2.4(b) shall be used to make a payment to the Company at such time as such Closing Merger Consideration would otherwise be payable to the applicable Company Stockholder in accordance with Section 2.7 in order to repay the applicable Co-Invest Promissory Note Balance under the applicable Co-Invest Promissory Note, which payment will be reflected in the Consideration Allocation Schedule and effected by the Paying Agent through (A) a reduction of the Closing Merger Consideration (on an after-Tax basis) otherwise payable to such Company Stockholder by an amount equal to the Aggregate VCS Payment Amount; and applicable Co-Invest Promissory Note Balance as of the time of such payment, and (iiiB) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all a payment of such Seller’s right, title and interest in and amount to the percentage of outstanding Company Interests set forth opposite by the Paying Agent on such SellerCompany Stockholder’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result behalf in full satisfaction of the transactions contemplated byapplicable Co-Invest Promissory Note Balance simultaneously with the payment to the applicable Company Stockholder of the remaining portion of the Closing Merger Consideration otherwise payable to such Company Stockholder in accordance with Section 2.4(b), or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documentsfollowing such payment, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) Co-Invest Promissory Note shall be made concurrently with the Closingdeemed terminated and of no further force or effect, and no Party shall have any further obligations thereunder.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: will (i) pay to the Person(s) identified by the Sellers to the Buyer in writing prior to the Closing, the amounts next to such Person’s name which such amounts represent all indebtedness of the Companies for borrowed money, (ii) pay to each of the Sellers their pro rata portion of the difference between the cash portion of the Aggregate Purchase Price less the amounts paid pursuant to subsection 2.4(a)(i) above, by wire paying such sum to each Seller by transfer of immediately available funds in U.S. Dollars to such account or accounts specified accordance with the instructions provided by the Sellers to the Buyer in writing prior to the Closing, (iii) an aggregate amount equal issue to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer each of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers their pro rata portion of the Holdings Shares, by causing Holdings’ transfer agent to issue to each Seller the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and number of Holdings Shares set forth for such Seller on Schedule A, and (iiiiv) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller (i) the Sellers will deliver to the Buyer: (i) all such Seller’s rightBuyer a certificate or certificates representing the Interests, title and if certificated, duly endorsed or accompanied by membership interest powers duly endorsed in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant toblank, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) the Sellers will execute and deliver an amended and restated limited liability company operating agreement for each of the Companies that shows the Buyer as the owner of 100% of the Interests of each of the Companies and (ii) the Sellers will deliver to the Buyer all other documents, instruments or certificates required to be delivered by such Seller the Sellers at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay the Closing Payment, subject to any adjustment pursuant to Section 2.5(a)(ii), to the Sellers Sellers’ Representative (by wire transfer of immediately available funds in U.S. Dollars dollars to such an account or accounts specified by the Sellers Sellers’ Representative to the Buyer no later than the Business Day prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount); (ii) pay deliver to the Company (by wire transfer Sellers’ Representative, for the benefit of immediately available funds in U.S. Dollars to such account or accounts specified the Sellers, the Seller Note, duly executed by the Sellers to Buyer, in the Buyer prior to the Closing) an principal amount equal to the Aggregate VCS Payment Note Amount; and, with each such Seller entitled to that portion of the principal amount equal to the amount set forth opposite such Seller’s name on Schedule B (each such Seller’s amount as compared to the aggregate principal under all Sellers Notes, expressed as a percentage, is hereinafter referred to as each “Pro-Rata Share”); (iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s rightan instrument of assignment or other instrument of transfer, title and interest in and a form acceptable to the percentage Buyer, duly executed as necessary by such Seller for transfer and sale of outstanding Company such Interests set forth opposite such Seller’s name on Schedule A under to the heading “Company Interests” Buyer, free and clear of all Liens Liens; (other than Liens (xii) arising pursuant tounless otherwise requested by the Buyer, or as a result resignation and release from each officer of the transactions contemplated byAcquired Company and a resignation and release from BA Acquisitions, or described inLLC, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument the sole manager of Assignmentthe Acquired Company; and (iiiii) all other documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 of this Agreement. (c) Immediately prior Following receipt of the Closing Payment from the Buyer pursuant to Section 2.3(a)(i), the Sellers’ Representative shall distribute to each Seller an amount equal to such Seller’s Pro-Rata Share multiplied by the Closing Payment. Except for the Buyer’s obligation to remit the Closing Payment pursuant to Section 2.3(a)(i), the Buyer shall have no obligation or liability to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at Sellers with respect to the distribution of the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder Payment under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing).

Transactions to be Effected at the Closing. (a) At the Closing, all of the Buyer willexisting and outstanding Funded Indebtedness shall be repaid in full in accordance with Section 1.03(c)(i). (b) Subject to the terms and conditions of this Agreement, at the Closing, Sellers and the Company shall deliver or cause to be delivered to Purchaser all of the documents required to be delivered by them pursuant to Article VI. (c) At the Closing, Purchaser shall make the following payments to the following recipients: (i) pay to on behalf of the Sellers (Company, payment of the amount of the Funded Indebtedness by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts specified by of the Sellers to applicable payees thereof designated in the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountPayoff Letters; (ii) pay on behalf of Sellers or the Company, as applicable, payment of the Seller Transaction Expenses required to the Company (be paid at or around Closing by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts specified of the applicable payees thereof, as designated in the Closing Consideration Certificate (it being understood that Sellers’ Representative may elect for a portion of the Seller Transaction Expenses to be deposited in an account under its control for further disbursement by Sellers’ Representative); (iii) payment of the Group B Sellers Closing Payment by wire transfer of immediately available funds for deposit into the account designated by Sellers’ Representative (subject to Section 1.03(d), to be distributed to Group B Sellers in accordance with their Group B Pro Rata Shares); (iv) payment of the Buyer prior Group A Sellers Closing Payment by wire transfer or immediately available funds for deposit into the account designated by Sellers’ Representative (subject to the Closing) an amount equal Section 1.03(d), to the Aggregate VCS Payment Amountbe distributed to Group A Sellers in accordance with their Group A Pro Rata Shares); and (v) payment of the Minority Reorganization Payment by wire transfer of immediately available funds for deposit into the accounts designated by the Company for the account of the Minority Subsidiary Investors. (d) Notwithstanding anything to the contrary contained herein (including any requirement that any amount shall be paid in accordance with the Pro Rata Shares of Sellers), Sellers’ Representative may adjust any payment to be distributed to Sellers at Closing in accordance with this Agreement to allocate (i) the Group A Sellers Closing Payment and the Group B Sellers Closing Payment among Sellers in a manner that compensates Sellers that did not receive any distributions made by the Company on a non-pro rata basis prior to the Closing Date under the Organizational Documents of the Company, including Sections 4.1(b)(i) and 4.1(b)(ii) of the Company Operating Agreement, for the distribution such Sellers would have received had they been made on a pro rata basis under the Company Operating Agreement, (ii) responsibility for any of the Seller Transaction Expenses, and (iii) deliver the economic impact of the Closing Bonuses and the Closing Bonus Taxes, in any manner Sellers’ Representative may determine in its sole discretion (it being understood by Sellers that any such expenses may be allocated among Sellers in a disproportionate manner). Any allocation of the Group A Sellers Closing Payment, the Group B Sellers Closing Payment, the Seller Transaction Expenses, the Closing Bonuses and the Closing Bonus Taxes, in accordance with this Section 1.03(d) shall be reflected in the Closing Consideration Certificate delivered pursuant to Section 1.05. (e) Subject to the Sellers terms and conditions of this Agreement, at the Closing, Purchaser shall deliver or cause to be delivered to Sellers’ Representative all other documents, instruments or certificates of the documents required to be delivered by the Buyer at or prior to the Closing Purchaser pursuant to Section 7.2 of this Agreement6.03. (bf) At the Closing, each Each Seller will deliver hereby agrees to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result allocation of the transactions Closing Cash Consideration, the Adjustment Amount (if any), the Deferred Payment Holdback Amount, the Contingent Consideration (if any) and the Brand Sale Consideration (if any) contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less including in the Closing Consideration Certificate), and each Seller forever waives and relinquishes any applicable withholding Taxesand all rights to have the Closing Cash Consideration, the Adjustment Amount (if any). The payments , the Deferred Payment Holdback Amount, the Contingent Consideration (if any), and the Brand Sale Consideration (if any) allocated or calculated in any other manner, whether pursuant to be made by any provision of the Company pursuant to this Section 2.3(c) Operating Agreement or any other Contract with, or for the benefit of, such Seller. Purchaser and the Company shall be made concurrently entitled to rely solely on Exhibit A and the Closing Consideration Certificate with respect to the Closingamounts allocated and payable to Sellers or the other payees set forth thereon. Neither Purchaser nor the Company shall be liable for any damages to any Person, including any Seller, for any inaccuracy, error or omission in Exhibit A or the Closing Consideration Certificate, or any action taken in reliance thereon.

Transactions to be Effected at the Closing. (a) At At, and as a condition to the occurrence of, the Closing, the Buyer willfollowing transactions shall be effected: (a) The Buyers shall deliver or cause to be delivered: (i) pay to Seller Parent (on behalf of the Sellers (Sellers) or its designee by wire transfer of immediately available funds in U.S. Dollars to such bank account or accounts specified designated in writing by the Sellers Seller Parties (such designation to the Buyer be made at least two (2) Business Days prior to the ClosingClosing Date) an aggregate amount equal sufficient to (A) pay the Purchase Price minus (B) the Aggregate VCS Payment AmountSellers’ Expenses; (ii) pay to the Company Escrow Agent, for deposit into two separate escrow accounts, the Indemnity Escrow Amount and the Adjustment Escrow Amount, respectively, to be held by the Escrow Agent in separate escrow accounts (the “Indemnity Escrow Account” and the “Adjustment Escrow Account”, respectively) and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement; (iii) to the Seller Parties by wire transfer of immediately available funds in U.S. Dollars to such bank account or bank accounts specified designated in writing by the Sellers Seller Parties (such designation to the Buyer be made at least two (2) Business Days prior to the Closing) Closing Date), an amount equal to the Aggregate VCS Payment AmountEstimated Purchase Price; (iv) to the Sellers an executed copy of the Transition Services Agreement, executed by the Buyers; (v) to the Sellers an executed copy of the Antioch Sublease Agreement, executed by US Buyer; (vi) to the Sellers an executed copy of the Shorewood Sublease Agreement, executed by US Buyer; (vii) to the Sellers an executed copy of the ▇▇▇▇ of Sale; Assignment and Assumption Agreement, executed by US Buyer; (viii) to the Sellers an executed copy of the Escrow Agreement, executed by US Buyer; (ix) to the Sellers the R&W Insurance Policy, duly issued and bound by the R&W Insurer; (x) to the Sellers the India Share Transfer Agreement, executed by Paper Magic (and Paper Magic shall fulfill its obligations set forth in Clause 3 (Closing) of the India Share Transfer Agreement); (xi) executed copies of the Employment Agreements, executed by the applicable Buyer; and (xii) executed copies of each other Transaction Document to which a Buyer is a party, executed by the applicable Buyer. (b) The Seller Parties, as applicable, shall: (i) pay or cause to be paid from the amount received from the Buyers pursuant to Section 2.2(a) the Sellers’ Expenses; (ii) deliver or cause to be delivered to the Buyers certificates or similar instruments, as applicable, representing all of the Foreign Securities owned by the Equity Sellers, together with appropriate evidence of, and other documentation reasonably necessary in connection with, such transfer; (iii) deliver to the Sellers all other documents, instruments or certificates required cause to be delivered to the Buyers such resignations of members of the Board of Directors (or equivalent thereof) of the governing bodies of the Foreign Subsidiaries which have been requested in writing by the Buyer Buyers at or least five (5) Business days prior to the Closing Date, such resignations to be effective concurrently with the Closing; (iv) deliver or cause to be delivered to the Buyers an executed copy of the Transition Services Agreement, executed by Wilton Brands; (v) deliver or cause to be delivered to the Buyers executed copies of the Employment Agreements, executed by each of the individuals set forth on Seller Disclosure Schedule 2.2(b)(v); (vi) deliver or caused to be delivered to the Buyers an executed copy of the Antioch Sublease Agreement, executed by ▇▇ ▇▇▇▇▇▇; (vii) deliver or caused to be delivered to the Buyers an executed copy of the Shorewood Sublease Agreement, executed by Wilton Industries; (viii) deliver or caused to be delivered to the Buyers an executed copy of ▇▇▇▇ of Sale; Assignment and Assumption Agreement, executed by each Seller and Seller Parent; (ix) deliver or caused to be delivered to the Buyers an executed copy of the Escrow Agreement, executed by Seller Parent; (x) deliver or cause to be delivered to the Buyers executed copies of all documentation necessary for the assignment of the Purchased Assets, including short-form intellectual property assignment agreements substantially in the form of Exhibit H hereto (“IP Assignment Agreements”), and all documentation necessary for the assignment of the Leased Real Property lease agreements that are Purchased Assets; (xi) deliver or cause to be delivered to the Buyers the D&O Run-Off Policy; (xii) deliver or cause to be delivered to the Buyers the India Share Transfer Agreement, executed by Simplicity Creative and India Trimmings (and Simplicity Creative shall, and shall cause each of India Trimmings and British Trimmings to, fulfill their respective obligations set out in Clause 3 (Closing) of the India Share Transfer Agreement); (xiii) deliver or cause to be delivered to the Buyers the FIRPTA certificate(s) required pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment7.7(l); and (iixiv) all documents, instruments deliver or certificates required cause to be delivered by such Seller at or prior to the Closing pursuant Buyers the other Transaction Documents to Section 7.1 this Agreement. (c) Immediately prior to the Closingwhich a Seller Party or Affiliate thereof is a party, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled executed by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from applicable Seller Party or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the ClosingAffiliate thereof.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willPurchaser shall deliver to the Sellers: (i) pay to the Sellers (by By wire transfer of immediately available funds in U.S. Dollars to such each individual Seller account or accounts specified by as set forth on the Sellers to the Buyer prior to the Closing) Flow of Funds Memorandum, an aggregate amount equal in accordance with the Agreed Allocations of the Initial Cash Payment as defined in Section 2.04(a). In the event that Sellers do not timely deliver a Flow of Funds Memorandum to (A) Purchaser, Purchaser may pay the Purchase Price minus (B) amounts in the Aggregate VCS Payment Amount;foregoing sentence to each Seller by check in accordance with the Agreed Allocations. (ii) pay to Within three Business Days of the Company (by wire Closing, the Purchaser shall transfer of immediately available funds the Purchaser Preferred Stock in U.S. Dollars to such account or accounts specified the Initial Stock Payment as directed by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; andSellers, in book-entry form. (iii) deliver to The Escrow Agreement, duly executed by the Sellers all Purchaser, the Company and the escrow agent. (iv) The Transition Agreement, duly executed by the Purchaser and the Company. (v) The Hosting Agreement, duly executed by the Purchaser and the Company. The Partnership Agreement, duly executed by the Purchaser and the Company. (vi) All other agreements, documents, instruments or certificates required as the Sellers and the Company reasonably request that are necessary or desirable to be delivered consummate the transactions contemplated by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At On or before the ClosingClosing Date, each Seller will deliver to the BuyerCompany shall pay the following amounts: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result Closing Indebtedness of the transactions contemplated by, Company to be paid at or described in, this Agreement, (y) arising pursuant prior to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of AssignmentClosing; and (ii) all documents, instruments or certificates required to be delivered by such any Seller Transaction Expenses unpaid at or prior to the Closing pursuant to Section 7.1 this AgreementClosing. (c) Immediately prior to At the Closing, all unvested the Sellers shall deliver, or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied delivered, to the Purchaser: (i) Stock certificates evidencing the Shares, free and cancelled 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. (ii) A list of Payoff Amounts for all Indebtedness of the Company’s payment to , including all Indebtedness listed on Schedule 2.06(c)(ii), and all Seller Transaction Expenses (the “Payoff Certificate”), together (A) with appropriate termination statements under the applicable Uniform Commercial Code or comparable Laws or Payoff Letters, and (B) invoices or other documentation evidencing required Payoff Amounts and payees of such Seller Transaction Expenses, in each holder of any Value Creation Share Award at the Closing case in an amount in cash equal form and substance reasonably satisfactory to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement Purchaser, if applicable. (less any applicable withholding Taxes). iii) The payments to be release of all guarantees made by the Company pursuant on behalf of any other Person, in each case in form and substance reasonably satisfactory to this Section 2.3(c) shall be made concurrently with the ClosingPurchaser, if applicable.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected by the Parties: (a) The Purchaser shall deliver, or cause to be delivered: (i) pay to the Sellers (Seller, by wire transfer of immediately available funds to a bank account designated in U.S. Dollars to such account or accounts specified writing by the Sellers Seller (such designation to the Buyer be made at least five (5) Business Days prior to the Closing) an aggregate Closing Date), a dollar amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountClosing Cash Consideration; (ii) pay to the Company Escrow Agent, (by wire transfer of immediately available funds A) for deposit in U.S. Dollars to such account or accounts specified by the Sellers Adjustment Escrow Account, the Adjustment Escrow Amount and (B) for deposit in the Indemnity Escrow Account, the Indemnity Escrow Amount; (iii) to the Buyer prior Seller and the Escrow Agent, a duly executed copy of the Escrow Agreement; (iv) to the Closing) an amount equal to Seller, a duly executed copy of the Aggregate VCS Payment AmountRegistration Rights Agreement; and (iiiv) to the Seller, the certificate required to be delivered by the Purchaser pursuant to Section 8.3(c). (b) The Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company Group, as applicable, all Company Payoff Indebtedness in accordance with the terms of the Payoff Letters relating to such Company Payoff Indebtedness. The Parties acknowledge that the Company Payoff Indebtedness are obligations of the Seller, incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of the Purchaser. Payment of such Company Payoff Indebtedness by the Purchaser (whether directly or indirectly) or any of its Affiliates on behalf of the Seller on the Closing Date is being made for convenience only. (c) The Seller shall deliver, or cause to be delivered, to the Purchaser: (i) to the extent that the Company Shares are in certificated form, stock certificates evidencing the Company Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and to the extent that the Company Shares are not in certificated form, deliver to the Sellers all Purchaser stock powers or other documentsinstruments of transfer duly executed in form for transfer, instruments or free and clear of Liens, with respect to the Company Shares and such other documentation as is reasonably required to transfer the Company Shares in full to Purchaser; (ii) each of the certificates required to be delivered by the Buyer at Seller or prior to the Closing Company pursuant to Section 7.2 of this Agreement.8.2(d); (biii) At a copy of the Closing, each Seller will deliver to Registration Rights Agreement duly executed by the Buyer:Seller; (iiv) a duly executed copy of the Escrow Agreement; (v) a duly executed IRS Form W-9; (vi) the Payoff Letter together with all such Seller’s right, title applicable documents reasonably necessary to evidence the discharge and interest in termination of the Company Payoff Indebtedness and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free release and clear termination of all Liens (other than Liens (x) arising pursuant to, or as a result on the respective assets and equity interests of each member of the transactions contemplated by, Company Group and any guarantees in respect of such Company Payoff Indebtedness; (vii) the duly executed resignations or described in, this Agreement, removals required under Section 6.8; (yviii) arising pursuant to applicable securities Laws and (zthe duly executed termination agreements of employment agreements with the Company with those individuals set forth on Section 2.7(c)(vii) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentthe Company Disclosure Letter; and (iiix) all documents, instruments or certificates required to be delivered by such Seller at or prior to copies of the Closing fully bound “tail” insurance policies obtained pursuant to Section 7.1 this Agreement. 7.13(b) and Section 7.14 (c) Immediately prior to the Closingif any), all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied together with evidence of their effectiveness from and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with after the Closing.

Transactions to be Effected at the Closing. (a) At Buyer shall perform the following actions at the Closing, the Buyer will: (i) pay Deliver to the Escrow Agent, in accordance with the Escrow Agreement, (A) in cash by wire transfer of immediately available funds, the cash portion of the Indemnification Escrow Amount plus (B) the stock portion of the Indemnification Escrow Amount by book-entry transfer. The Indemnification Escrow Amount will be held in escrow and distributed in accordance with the terms of the Escrow Agreement. The Indemnification Escrow Amount will be available to satisfy the Sellers’, Optionholders’ and SAR Holders’ indemnification obligations under this Agreement; (ii) Deliver to the Company, for distribution to the Optionholders (or, with respect to the amount described in clause (B) below, for payment by the Company in accordance with its obligations described in clause (B)), in accordance with the Company’s payroll practices and applicable withholding, an amount in cash equal to (A) the aggregate amount (subject to applicable withholding Tax and less the cash portion of the Indemnification Escrow Amount allocable to each such Optionholder) set forth opposite each Optionholder’s name on the Allocation Certificate upon execution of an Option Cancellation Agreement by such Optionholder, plus (B) an amount equal to the Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the Optionholders. (iii) Deliver to the Company, for distribution to the SAR Holders (or, with respect to the amount described in clause (B) below, for payment by the Company in accordance with its obligations described in clause (B)), in accordance with the Company’s payroll practices and applicable withholding, an amount in cash equal to (A) the aggregate amount (subject to applicable withholding Tax and less the cash portion of the Indemnification Escrow Amount allocable to each such Optionholder) set forth opposite each SAR Holder’s name on the Allocation Certificate upon execution of an SAR Cancellation Agreement by such SAR Holder, plus (B) an amount equal to the Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the SAR Holders. (iv) Deliver the balance of the cash portion of the Purchase Price, after taking into account the payments set forth in clauses (i) through (iii) of this 2.03, to the Paying Agent for the benefit of the Sellers (in cash by wire transfer of immediately available funds to an account designated in U.S. Dollars to such account or accounts specified by the Sellers writing to the Buyer by the Sellers’ Representative at least two (2) Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iiiv) Deliver the balance of the Stock Consideration by book-entry transfer, after taking into account the delivery of the stock portion of the Indemnification Escrow Amount set forth in clause (i) of this 2.03, to the Sellers; and (vi) Execute and deliver to the Sellers Sellers’ Representative the Transaction Documents and all other agreements, documents, instruments or certificates required to be executed and delivered by the Buyer at or prior to before the Closing pursuant to Section 7.2 8.03 of this Agreement. (b) At Each Seller shall perform the following actions at or prior to the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title Execute and interest in and deliver to the percentage Company share transfer forms with respect to all Shares held by such Seller in favor of outstanding the Buyer, together with any certificates held in connection thereto; (ii) cause the Company Interests set forth opposite such Sellerto deliver to Buyer a certified copy of the Company’s name on Schedule A under register of members, showing the heading “Company Interests” free and clear Buyer as the holder of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of AssignmentShares; and (iiiii) Execute and deliver to Buyer the Transaction Documents and all other agreements, documents, instruments or certificates required to be executed and delivered by such Seller at or prior to before the Closing pursuant to Section 7.1 8.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willParent shall take, or cause to be taken, all actions to: (i) pay or cause the Equity Buying Entities and Asset Buying Entities to pay to the Sellers Equity Selling Entities and Seller Parent (on behalf of the Asset Selling Entities), allocated among the Buying Entities and the Selling Entities in accordance with the Provisional Allocation, by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers euros to the account(s) designated in writing by Seller Parent (such designation to be delivered to Buyer Parent at least two (2) Business Days prior to the Closing) Closing Date), an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountEstimated Closing Cash Consideration; (ii) convey and deliver to Seller Parent instruments of assumption, including tripartite deeds of novation, in form and substance reasonably acceptable to Seller Parent and Buyer Parent, duly executed by the applicable Buying Entity, evidencing the assumption of the Additional Assumed Liabilities; (iii) deliver to Seller Parent the Provisional Section 338(g) Forms required to be delivered pursuant to Section 5.06(b); (iv) deliver to Seller Parent its duly executed counterpart to the Transition Services Agreement, the Reverse Transition Services Agreement, the Distribution Agreement, the Intellectual Property Assignment Agreement, the Manufacturing and Supply Agreement and the Reverse Manufacturing and Supply Agreement; (v) deliver to Seller Parent a duly executed counterpart to the French-language confirmatory transfer agreement (acte réitératif) in respect of the transfer of the French Acquired Equity Interests upon the Closing; (vi) cause each Equity Buying Entity to deliver to Seller Parent a certified copy of the resolutions of the board of directors or other governing body of such Equity Buying Entity authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Equity Buying Entity is a party and the consummation of the Transactions to be consummated by such Equity Buying Entity; (vii) pay to Seller Parent as consideration for services provided by it to Buyer Parent under the Company (Transition Services Agreement, by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers euros to the account designated in writing by Seller Parent (such designation to be delivered to Buyer Parent at least two (2) Business Days prior to the Closing) Closing Date), an amount equal to €25,000,000 as a partial advance payment of costs of those services under the Aggregate VCS Payment AmountTransition Services Agreement (the “TSA Fee Payment”); (viii) deliver to Seller Parent two (2) originals of the Contingent Additional Amount Agreement duly signed by the Buying Entities; and (iiiix) deliver to Seller Parent a certificate signed on behalf of Buyer Parent by a duly authorized officer of Buyer Parent stating that the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to conditions set forth in Section 7.2 of this Agreement6.03(a) and Section 6.03(b) have been satisfied. (b) At the Closing, each the Swedish Equity Selling Entity shall take, and Seller will deliver Parent shall cause the Swedish Equity Selling Entity and any other applicable Subsidiary to the Buyertake, all actions to: (i) all such Seller’s right, title convey and interest in and deliver to the percentage French Equity Buying Entity one duly completed signed transfer form (ordre de mouvement) in favor of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading French Equity Buying Entity in respect of all the shares of Meda Holding SAS (“Company Interests” Meda Holding”), free and clear of any and all Liens Liens, together with the updated share transfer register (other than Liens registre des mouvements de titres), and the updated shareholder’s individual accounts (xcomptes individuels d’actionnaires) arising pursuant tofor Meda Holding, or as a result with entries made to record the transfer of all of the transactions contemplated byshares of Meda Holding to the French Equity Buying Entity on the Closing Date; (ii) deliver to the French Equity Buying Entity the up-to-date share transfer register (registre des mouvements de titres) and shareholder’s individual accounts (comptes individuels d’actionnaires) of each other French Acquired Company, or described in, this Agreement, and the up-to-date shareholder assembly register (yregistre d’assemblées) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmenteach French Acquired Company; and (iii) deliver to Buyer Parent its duly executed counterpart of the confirmatory transfer agreement (acte réitératif) delivered by Buyer Parent in accordance with Section 1.04(a)(v). (c) At the Closing, Seller Parent shall take, or cause to be taken, all actions to: (i) cause the Asset Selling Entities to convey and deliver to the Asset Buying Entities duly executed instruments of assignment, in form and substance reasonably acceptable to the Asset Buying Entities, evidencing the sale, assignment, transfer, conveyance and delivery of the Additional Transferred Assets, free and clear of any and all Liens other than Permitted Liens; (ii) convey and deliver to Buyer Parent instruments of assumption, including tripartite deeds contemplated by Section 1.04(a)(ii) duly executed by all documentsparties thereto (other than the applicable Buying Entity); (iii) deliver to Buyer Parent its duly executed counterpart to the Transition Services Agreement, instruments the Reverse Transition Services Agreement, the Distribution Agreement, the Intellectual Property Assignment Agreement, the Manufacturing and Supply Agreement and the Reverse Manufacturing and Supply Agreement; (iv) deliver to Buyer Parent the Product Technical Files in a form reasonably satisfactory to Buyer Parent; (v) cause each Equity Selling Entity to deliver to the Equity Buying Entities a certified copy of the resolutions of the board of directors or certificates required other governing body of such Equity Selling Entity authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Selling Entity is a party and the consummation of the Transactions to be consummated by it; (vi) deliver to Buyer Parent a certificate signed on behalf of Seller Parent by a duly authorized officer of Seller Parent stating that the conditions set forth in Section 6.02(a), Section 6.02(b), and Section 6.02(e) have been satisfied; (vii) deliver to Buyer Parent completed and executed IRS Form W-9 in respect of Seller Parent; (viii) deliver to Buyer Parent its duly executed original counterpart of the Contingent Additional Amount Agreement delivered by such Buyer Parent in accordance with Section 1.04(a)(viii); and (ix) in respect of the countries set forth on Section 1.04(c)(ix) of the Buyer Disclosure Letter, deliver to the applicable Asset Buying Entity, where possible and consistent with local practice, a certificate issued by the relevant tax authority stating that the business to be acquired is up to date with their tax obligations. (d) In addition to any other action to be taken and to any other instrument to be executed or delivered pursuant to this Agreement, at the Closing the Italian Equity Selling Entity and the Italian Equity Buying Entity shall take, and Seller Parent shall cause the Italian Equity Selling Entity to take, and Buyer Parent shall cause the Italian Equity Buying Entity to take, all actions set forth below: (i) the Italian Equity Selling Entity shall deliver to the Italian Equity Buying Entity the originals of the resignation letters of the members of the board of directors and of the statutory auditors (if any) of the Italian Acquired Companies effective as of the Closing Date, in substantially the form attached as Exhibit VII hereto; (ii) the Italian Equity Buying Entity shall deliver to the Italian Equity Selling Entity a letter addressed to each resigning member of the board of directors and of the statutory auditors (if any) of the Italian Acquired Companies in substantially the form attached as Exhibit VIII hereto; (iii) the Italian Equity Selling Entity shall endorse the shares representing one hundred percent (100%) of the corporate capital of Meda Pharma S.p. A. to the Italian Equity Buying Entity, before the Italian notary public; and (iv) a representative of the Italian Equity Buying Entity shall attend the shareholders’ meeting of each of the Italian Acquired Companies to be validly held in order to resolve upon (A) the acceptance of the resignations of the relevant members of the board of directors and of the statutory auditors, (B) the release and discharge, to the fullest extent permitted by applicable Law, of the resigning members of the board of directors or the statutory auditors of the relevant Italian Acquired Company from and against any and all liabilities arising out of their office as directors or statutory auditors of the relevant Italian Acquired Company at or prior to the Closing pursuant to Section 7.1 this AgreementClosing, and (C) the appointment of new director(s) and statutory auditors identified by the Italian Equity Buying Entity, in each case, in substantially the form attached as Exhibit IX hereto, effective as of the Closing. (ce) Immediately prior The Parties hereby agree that all actions and transactions that are required to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding take place at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) 1.04 shall take place simultaneously and shall be made concurrently with regarded as one interconnected transaction. As a consequence, at the Closingoption of the Party having an interest in the performance of any specific action or transaction, no action or transaction above shall be deemed to have taken place, if and until all other actions and transactions representing the Closing shall have taken place as provided for by this Section 1.04.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: will (i) pay to the Sellers (Stockholders the Aggregate Share Payment by wire paying to each Stockholder by transfer of immediately available funds in U.S. Dollars accordance with the instructions set forth for such Stockholder on Schedule A the amount set forth opposite such Stockholder’s name on Schedule A under the heading “Share Payment” (as such amount may be adjusted in accordance with Section 2.1(b)) minus the Per Share Cash Deficit Adjustment (if any) applicable to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; payment as provided in Section 2.1(a), and (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Stockholders all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller the Buyer will deliver to the Buyer: (i) all such Seller’s right, title and interest in and pay to the percentage Optionholders the Aggregate Option Payment by paying to each Optionholder by transfer of outstanding Company Interests immediately available funds in accordance with the instructions set forth for such Optionholder on Schedule B the amount set forth opposite such SellerOptionholder’s name on Schedule A B under the heading “Company InterestsOption Payment” free (as such amount may be adjusted in accordance with Section 2.2(e)) minus the Per Share Cash Deficit Adjustment (if any) applicable to such payment as provided in Section 2.2(b), and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) deliver to each Optionholder all other documents, instruments or certificates required to be delivered by such Seller the Buyer at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately At the Closing, (i) the Stockholders will deliver to the Buyer a certificate or certificates representing the Sale Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) the Sellers will deliver to the Buyer all other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the ClosingAgreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to Sellers or Seller Representative (as applicable): (A) the Sellers (Closing Date Payment by wire transfer of immediately available funds to one or more accounts designated in U.S. Dollars writing by Seller Representative to such account or accounts specified by the Sellers to the Buyer no later than two (2) Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus Closing Date; and (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iii) deliver to the Sellers Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 9.03 of this Agreement. (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) all Transaction Expenses, 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 the Escrow Amount by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers set forth in ARTICLE X and the obligations of Sellers in Section 8.08 (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”). (b) At the Closing, each Seller will Sellers shall deliver to the Buyer: (i) all such Seller’s rightan Assignment of Membership Interests (each, title and interest in and to an “Interest Assignment”), transferring the percentage Interests of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” Seller Party, free and clear of all Liens (other than Liens (x) arising pursuant toEncumbrances, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentduly executed by such Seller; and (ii) fully executed originals of this Agreement and each of the Ancillary Documents to which a Seller Party is a party, and all other agreements, documents, instruments or certificates required to be executed and/or delivered by such Seller Party at or prior to the Closing pursuant to Section 7.1 9.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: Security Capital will (i) pay to the Sellers (each Minority Stockholder by wire transfer of immediately available funds in U.S. Dollars accordance with the wire instructions provided to such account or accounts specified by the Sellers to the Buyer Security Capital prior to the Closing) date hereof an aggregate amount equal to (A) the Purchase Price minus Per Share Payment multiplied by (B) the Aggregate VCS Payment Amount; number of shares of WC Common Stock set forth opposite such Minority Stockholder’s name on Schedule A under the heading “Number of Shares” and (ii) deliver to the Minority Stockholders all other documents, instruments or certificates required to be delivered by Security Capital at or prior to the Closing pursuant to this Agreement. (b) At the Closing, Security Capital will (i) pay to the Company (each Optionholder by wire transfer of immediately available funds in U.S. Dollars accordance with the wire instructions provided to such account or accounts specified by the Sellers to the Buyer Security Capital prior to the Closing) date hereof an amount equal to (A) (1) the Per Share Payment multiplied by (2) the number of shares set forth opposite such Optionholder’s name on Schedule B under the heading “Number of Shares Subject to Options”, minus (B) the aggregate exercise price for such WC Options, as set forth opposite such Optionholder’s name on Schedule B under the heading “Aggregate VCS Payment Amount; andExercise Price” and (ii) deliver to each Optionholder all other documents, instruments or certificates required to be delivered by Security Capital at or prior to the Closing pursuant to this Agreement. (c) At the Closing, (i) each of the Minority Stockholders will deliver to Security Capital a certificate or certificates representing the WC Minority Shares owned by such Minority Stockholder duly endorsed or accompanied by stock powers duly endorsed in blank, (ii) each Optionholder will deliver to the Company a written agreement that all WC Options held by such Optiohholder have been canceled and terminated, (iii) each of the Minority Securityholders will deliver to Security Capital and the Sellers Company a duly executed certificate certifying that (A) all of the representations and warranties of such Person set forth in this Agreement are true and correct as of the Closing and (B) such Person has performed in all the covenants and agreements required to be performed by him under this Agreement at or prior to the Closing and (iv) the Minority Securityholders will deliver to Security Capital all other documents, instruments or certificates required to be delivered by the Buyer Minority Securityholders at or prior to the Closing pursuant to Section 7.2 of this Agreement. (bd) At the Closing, each Seller Security Capital will deliver to deposit with the Buyer: Escrow Agent $2,121,703.68 (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding TaxesWC Escrow Funds”). The payments to WC Escrow Funds will be made by the Company pursuant to this Section 2.3(cheld (and released) shall be made concurrently in accordance with the ClosingEscrow Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: (i) pay to the Sellers each Seller (by wire transfer of immediately available funds in U.S. Dollars dollars to such account or accounts specified by the Sellers Sellers’ Representative to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer at least three Business Days prior to the Closing) an amount equal to (A) the Aggregate VCS Payment Closing Amount; and, multiplied by (B) such Seller’s Pro-Rata Share; (ii) instruct the Escrow Agent to release the Deposit and the Deposit Interest to the Sellers’ Representative (on behalf of the Sellers in proportion to their respective Pro-Rata Shares) if the Deposit is still held by the Escrow Agent on the Closing Date; (iii) deliver to the Sellers Sellers’ Representative and the Company a counterpart signature page to the A&R Operating Agreement, duly executed by the Buyer; (iv) deliver to the Sellers’ Representative and the Company a guarantee for certain of the Buyer’s obligations under the A&R Operating Agreement, in form and substance reasonably satisfactory to the Sellers’ Representative, duly executed by the Guarantor; (v) deliver to the Sellers’ Representative a copy of the R&W Insurance Policy; and (vi) deliver to the Sellers’ Representative all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement7.2. (b) At the Closing, each Seller will deliver to the BuyerSellers’ Representative will: (i) all such Seller’s right, title and interest in and deliver to the percentage Buyer an instrument of outstanding Company assignment or other instrument of transfer in the form attached hereto as Exhibit A, duly executed by each Seller, for transfer and sale of the applicable Purchased Interests set forth opposite such Seller’s name on Schedule A under to the heading “Company Interests” Buyer, in each case free and clear of all any Liens (other than Liens (xA) arising pursuant to, or as a result of, the Transactions, (B) arising under the Organizational Documents of the transactions contemplated by, or described in, this Agreement, Company and (yC) arising pursuant to applicable securities Laws Laws); (ii) with respect to each Seller, deliver to the Buyer an executed certificate of such Seller’s non-foreign status under Section 1.1445-2(b)(2) of the Treasury Regulations, in form and substance reasonably satisfactory to the Buyer, duly executed by such Seller; (ziii) with respect to each Seller, deliver to the Buyer an executed affidavit stating, under penalties of perjury, for Taxes purposes of Section 1446(f) of the Code (and reflecting any binding guidance then available as to such affidavit), such Seller’s U.S. taxpayer identification number and that such Seller is not yet due or delinquent or being contested a foreign person, in good faithform and substance reasonably satisfactory to the Buyer, duly executed by such Seller; (iv) pursuant with respect to an Instrument of Assignmenteach Seller, deliver to the Buyer a properly completed IRS Form W-9 Request for Taxpayer Identification Number and Certification, confirming that such Seller is not subject to backup withholding; (v) deliver to the Buyer and the Company counterpart signature pages to the A&R Operating Agreement, duly executed by each Seller; and (iivi) deliver to the Buyer all other documents, instruments or certificates required to be delivered by such Seller the Sellers at or prior to the Closing pursuant to Section 7.1 this Agreement7.1. (c) Immediately prior to At the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing Company will deliver to be satisfied the Buyer and cancelled the Sellers’ Representative counterpart signature pages to the A&R Operating Agreement, duly executed by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing, USPB and New Kleinco.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected by the parties: (ia) The Seller shall deliver to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer Tax stamps, if any, affixed; (b) The Buyer shall pay to the Sellers (Seller by wire transfer of immediately available funds to a bank account designated in U.S. Dollars to such account or accounts specified writing by the Sellers Seller (such designation to the Buyer be made at least two (2) Business Days prior to the Closing) an aggregate amount equal to Closing Date), (Ai) the Estimated Purchase Price minus (Bii) the Aggregate VCS Payment amount set forth on Schedule 1.1(a) (the “Indemnity Escrow Amount”); (iic) pay The Buyer shall deliver to the Escrow Agent, for deposit in an escrow account (the “Indemnity Escrow Account”), the Indemnity Escrow Amount, to be held by the Escrow Agent in a separate escrow account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement; (d) The Buyer shall, on behalf of the Company (and/or the applicable Company Subsidiary, deliver to ▇▇▇▇▇ Fargo and Regiment, by wire transfer of immediately available funds in U.S. Dollars to such account or bank accounts specified by the Sellers designated pursuant to the Buyer prior payoff letters delivered pursuant to the Closing) Section 8.7 hereof, an amount equal to the Aggregate VCS Payment Credit Facilities Payoff Amount; and (iiie) The Buyer shall, on behalf of the Company and/or the applicable Company Subsidiary, deliver to the Sellers all other documentsappropriate payees, instruments or certificates required by wire transfer of immediately available funds to such bank accounts designated in writing by the Company (such designation to be delivered by the Buyer made at or least two (2) Business Days prior to the Closing pursuant Date) an aggregate amount sufficient to Section 7.2 of this Agreementpay the Estimated Company Expenses. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willshall: (i) pay deliver to Seller the Sellers Closing Payment, less the Escrow Amount, payable by wire transfer of immediately available funds; (ii) deposit the Escrow Amount by wire transfer of immediately available funds in U.S. Dollars to such into an account or accounts specified designated by the Sellers Escrow Agent (the “Escrow Account”) which shall be held and distributed in accordance with the terms of the Escrow Agreement only to satisfy any adjustments to the Purchase Price in favor of Buyer prior pursuant to Section 2.05; (iii) pay or cause to be paid on behalf of Seller, the Closing) an aggregate amount equal to Shareholders and the Company (A) the Purchase Price minus Estimated Transaction Expenses, provided that any Estimated Transaction Expenses that are transaction bonuses, change-in-control payments, or similar payments made directly to proper Employees or other service providers of the Company shall be paid by Buyer or its applicable Affiliates, subject to any required Federal, state, and/or local tax withholding or other required deduction, and (B) the Aggregate VCS Payment Amount; Estimated Closing Indebtedness (iiother than for capitalized lease obligations) pay to the Company (by wire transfer of immediately available funds applicable third parties and in U.S. Dollars to such account or accounts specified by accordance with the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment AmountInstructions; and (iiiiv) deliver to the Sellers Seller all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer: (i) all such Seller’s rightSeller shall deliver to Buyer certificates evidencing the LLC Interests, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by powers or other than Liens (x) arising pursuant to, or as a result instruments of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested transfer duly executed in good faith) pursuant to an Instrument of Assignment; andblank; (ii) Seller shall deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement; and (iii) Each Shareholder shall pay to the Company the aggregate amount of all Indebtedness as of the Closing Date owed by such Shareholder to the Company through offset of the proceeds otherwise payable to Seller, which shall be credited against a portion of the amount otherwise to be distributed by Seller to such Shareholder. (civ) Immediately prior to the ClosingWithout duplication, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this shall collect all Affiliated Non-Trade Receivables and Employee Stock Purchases Receivables and pay all Affiliated Non-Trade Payables listed on Section 2.3(c) shall be made concurrently with 4.24 of the ClosingDisclosure Schedule.

Transactions to be Effected at the Closing. (a) At the Closing, but immediately prior to the consummation of the Membership Interests Purchase and in exchange for the Real Estate Purchase Price, the Company and the PropCo Buyer will(or its designee) shall perform their respective obligations under the Real Estate Purchase Agreement, and thereby effect the Real Estate Purchase, in accordance with and subject to the terms and conditions set forth in the Real Estate Purchase Agreement (including the conditions to closing set forth in Article V thereof); provided, however, that if the PropCo Buyer assigns the Real Estate Purchase Agreement to a designee pursuant to the terms of the Real Estate Purchase Agreement, the PropCo Buyer shall guarantee all of the obligations of its designee thereunder. The Membership Interests Purchase, the Real Estate Purchase and the other transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions”. (b) The Company shall (i) conduct a physical counting of the Cage Cash and Kiosk Cash located on the Company Real Property and (ii) obtain an account balance statement from the Company’s banks showing the amount of Cash in the Company’s bank accounts, and the amount of the Cash Deduction, in each case as of the Reference Time (the “Cash Count”). The aggregate amount of Cash and the Cash Deduction determined in accordance with the preceding clauses (i) and (ii), absent any dispute from the OpCo Buyer’s representatives in connection with the Cash Count, shall be included in the determination of the amount of Closing Date Company Cash, subject to any adjustment pursuant to Section 2.06. To the extent permitted by applicable Gaming Authorities, the OpCo Buyer may have its representatives present during the Cash Count and such representatives shall have the right to dispute or sign off on the due completion and outcome of the Cash Count on the Closing Date without limitation of either the OpCo Buyer’s or the Seller’s rights under Section 2.06; provided, however, that such representatives shall not interfere with the Company’s conduct of the Cash Count. (c) At the Closing, each of the Buyers shall: (i) pay deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder (or agent on behalf of such counterparty or holder) of Indebtedness identified on Schedule 2.04(c)(i) to the Sellers extent such Indebtedness remains outstanding following the application of the proceeds of the Real Estate Purchase Price (the “Payoff Indebtedness”) in order to fully discharge, repay or prepay such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto (other than contingent indemnification liabilities), as specified in the Debt Payoff Letters and in accordance with this Agreement; (ii) deliver or cause to be delivered on behalf of the Company the amount payable to each Person who is owed a portion of the Transaction Expenses (other than Transaction Expenses that are to be borne by the Buyers, as provided in this Agreement), as specified by the Seller in writing to the Buyers at least three (3) Business Days prior to the Closing; (iii) deliver or cause to be delivered an amount equal to the Escrow Amount by wire transfer of immediately available funds in U.S. Dollars to such into an account or accounts specified designated by the Sellers Escrow Agent (the “Escrow Account”), which shall be held and distributed in accordance with the terms of the Escrow Agreement to satisfy any adjustments to the Buyer prior to the Closing) an aggregate amount equal to (A) the Membership Interests Purchase Price minus (B) in favor of the Aggregate VCS Payment AmountOpCo Buyer pursuant to Section 2.06; (iiiv) pay deliver to the Company (Seller the Closing Cash Consideration by wire transfer of immediately available funds in U.S. Dollars to such a bank account or accounts and in such proportions as specified by the Sellers Seller in writing to the Buyer Buyers at least three (3) Business Days prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and (iiiv) deliver to the Sellers Seller all other agreements, documents, instruments or certificates required to be delivered by the Buyer Buyers at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (bd) At the Closing, each Seller will deliver to the BuyerOpCo Buyer shall additionally: (i) all such Seller’s right, title and interest in and deliver to the percentage of outstanding Seller and the Company Interests set forth opposite such Seller’s name on Schedule A under a joinder to the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Operating Agreement, duly executed by the OpCo Buyer and a counterpart signature page to the Assignment Agreement; (yii) arising pursuant deliver to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentthe Seller the Escrow Agreement, duly executed by the OpCo Buyer; and (iii) deliver to the Seller amendments to the St. Mary’s Sublease and the Gap Building Lease, substantially in the form attached to the Real Estate Purchase Agreement as Exhibits H-1 and H-2, duly executed and acknowledged by Greektown. (e) At the Closing, the Seller shall: (i) deliver to the Buyers a certificate in compliance with Treasury Regulations Section 1.1445-2, certifying that the Transactions are exempt from withholding under Section 1445 of the Code, provided, that the Buyers’ sole recourse in the event that the Seller fails to deliver such certificate shall be to make an appropriate withholding under Section 1445 of the Code; (ii) deliver to the OpCo Buyer an assignment agreement, in form and substance reasonably acceptable to the OpCo Buyer (the “Assignment Agreement”), executed by the Seller, pursuant to which (x) the Seller shall transfer and assign to the OpCo Buyer all of the Membership Interests and (y) concurrently with the Closing and the execution of a joinder to the Company Operating Agreement executed by the OpCo Buyer, the board of managers of the Company shall admit the OpCo Buyer as the sole member of the Company and the Seller shall cease to be a member of the Company; (iii) deliver to the OpCo Buyer the Escrow Agreement, duly executed by the Seller; (iv) deliver to the PropCo Buyer the fixed asset ledger of the Company and each Company Subsidiary as of the last day of the most recent calendar month prior to the Closing prepared in accordance with GAAP in all material respects; (v) deliver to the PropCo Buyer all agreements, documents, instruments or certificates required to be delivered by such the Seller at or prior to the Closing pursuant to the Section 3.03 of the Real Estate Purchase Agreement; (vi) deliver to the PropCo Buyer a certificate of Seller’s chief financial officer (or other executive vested with similar duties) in the form of Exhibit D; and (vii) deliver to the Buyers all other agreements, documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will: will (i) pay to each Seller their respective Pro Rata Share of the Sellers Closing Date Payment, adjusted in accordance with Section 2.3, by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by the Sellers, (by ii) issue to each Seller a Seller Note, in a principal amount equal to their respective Pro Rata Share of the Adjusted Aggregate Principal Amount, (iii) pay, on behalf of the Companies, any unpaid Transaction Expenses as of the Closing, via wire transfer of immediately available funds to the accounts and in U.S. Dollars the amounts reflected in the Closing Transaction Expenses Certificate to such account or accounts specified be delivered by the Sellers Companies to the Buyer within one (1) day prior to the Closing, (iv) an aggregate amount equal pay, on behalf of the Companies, any Indebtedness of the Companies to (A) be paid at the Purchase Price minus (B) the Aggregate VCS Payment Amount; (ii) pay to the Company (by Closing, via wire transfer of immediately available funds to the accounts and in U.S. Dollars the amounts reflected in the Closing Indebtedness Certificate to such account or accounts specified be delivered by the Sellers Companies to the Buyer within one (1) day prior to the Closing, (v) an amount equal deliver to the Aggregate VCS Payment AmountEscrow Agent (A) the Escrow Amount for deposit into the Escrow Account, and (B) the Escrow Agreement, duly executed by Buyer; and and (iiivi) deliver or cause to be delivered to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will (i) deliver to the Buyer: (i) all such Seller’s rightBuyer a certificate or certificates representing the Securities, title and interest if certificated, duly endorsed or accompanied by stock powers, duly endorsed in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant toblank, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) deliver to the Escrow Agent the Escrow Agreement, duly executed by the Sellers; and (iii) deliver or cause to be delivered to the Buyer all other documents, instruments or certificates required to be delivered by such Seller the Sellers at or prior to the Closing pursuant to Section 7.1 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer Purchaser will: (i) issue a promissory note in favor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇ Trust dtd. 11/13/07 (the “▇▇▇▇▇ Trust”), such note to have a face amount of $750,000 in the form of Exhibit A hereto (the “▇▇▇▇▇ Promissory Note”). (ii) pay to the Sellers (each Stockholder by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified accordance with the instructions provided in writing by the Sellers Representative to the Buyer Purchaser at least one Business Day prior to the Closing) Closing Date for such Stockholder an aggregate amount equal to (A) the Purchase Price minus Per Share Closing Date Payment multiplied by (B) the Aggregate VCS number of Shares set forth opposite such Stockholder’s name on Schedule A hereto under the heading “Number of Shares”; provided, however, that the payment due at Closing to the ▇▇▇▇▇ Trust shall be reduced by the initial principal balance of the ▇▇▇▇▇ Promissory Note; and provided, further, that the Stockholders may allocate among themselves a disparate share of the payment due at Closing such that certain Stockholders are not having their share of the Closing Payment reduced by their share of the Escrow Amount; (iiiii) pay to deposit with the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) Escrow Agent an amount equal to the Aggregate VCS Payment Escrow Amount; (iv) pay the Closing Debt Payment; (v) deliver to the Representative an escrow agreement substantially in the form of Exhibit B hereto (the “Escrow Agreement”), duly executed by the Purchaser and the Escrow Agent; and (iiivi) deliver to the Sellers Representative all other documents, instruments or certificates required to be delivered by the Buyer Purchaser at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller Stockholder and the Representative, as applicable, will deliver to the BuyerPurchaser: (i) a certificate or certificates representing the number of Shares set forth opposite such Stockholder’s name on Schedule A hereto under the heading “Number of Shares,” duly endorsed or accompanied by stock 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 Purchaser all of such SellerStockholder’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” Shares, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind; (iii) all copies of the consents, approvals and notices (if any) listed on Section 2.3(b)(iii) of the Stockholders’ Disclosure Schedule obtained or provided, as the case may be, in form and substance satisfactory to the Purchaser; (iv) evidence of (A) the release of all Liens with respect to the property and assets of the Company; (B) the repayment of all outstanding Indebtedness of the Company, except in accordance with Section 2.3(b)(iv)of the Stockholders’ Disclosure Schedule; (C) the payment of any amounts payable under the Company’s severance, management, employment, stay, bonus, phantom stock, deferred compensation, termination or similar Plans or Contracts; (D) the payment of all amounts required to be paid prior to the Closing Date in accordance with Section 6.12; (E) the termination of any Contracts between the Company, on the one hand, and any Stockholder, any Affiliate of a Stockholder or any family member of a Stockholder, on the other than Liens hand and (F) the cancellation of any amounts or obligations owing by the Company to any Stockholder, any Affiliate of a Stockholder or any family member of a Stockholder; (v) the Escrow Agreement, duly executed by the Representative; (vi) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2); (vii) the Books and Records; (viii) the resignations, effective as of the Closing, pursuant to Section 6.4; (ix) the Organizational Documents of the Company; (x) arising pursuant to, or good standing certificates for the Company from the Secretary of State of the jurisdiction in which it is incorporated and from the Secretary of State in each other jurisdiction in which the Company is qualified to do business as a result foreign corporation, in each case dated as of a date not earlier than three Business Days prior to the transactions contemplated by, Closing; (xi) such documents as may reasonably be requested by the Purchaser’s lenders or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignmentother financing sources; and (iixii) all other documents, instruments or certificates required to be delivered by such Seller Stockholder at or prior to the Closing pursuant to Section 7.1 this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxesincluding Section 7.2). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will:Purchaser shall deliver to Sellers (which shall receive such items on behalf of itself or its relevant Affiliates, as applicable): (i) pay to the Sellers (Preliminary Purchase Price by wire transfer of immediately available funds in U.S. Dollars to such an account or accounts specified by of the Sellers Sellers’ Representative, for further payment to the Buyer other Sellers in accordance with the allocation set forth in Section 2.04(a)(i) of the Disclosure Schedules, designated in writing by Sellers’ Representative to Purchaser no later than two (2) Business Days prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountClosing Date; (ii) pay the amounts contemplated to be paid at the Closing pursuant to the Company Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Price”), by wire transfer of immediately available funds to an account of the Affiliate of Sellers identified in U.S. Dollars the Preferred Stock Purchase Agreement, designated in writing by such Affiliate or by Sellers’ Representative to such account or accounts specified by the Sellers to the Buyer Purchaser no later than two (2) Business Days prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; andClosing Date; (iii) deliver the Preferred Stock Purchase Agreement substantially in the form of Exhibit B (the “Preferred Stock Purchase Agreement”), duly executed by Purchaser; (iv) the Preferred Stock Security Agreement substantially in the form of Exhibit C (the “Preferred Stock Security Agreement”), duly executed by Purchaser; (v) a joinder substantially in the form of Schedule A to the Sellers Intellectual Property Rights Agreement (as defined below), duly executed by Purchaser; (vi) the officer’s certificate required pursuant to Section 6.03(c); and (vii) all other agreements, documents, instruments or certificates required to be delivered by the Buyer Purchaser at or prior to the Closing pursuant to Section 7.2 of this Agreement. (b) At the Closing, each Seller will Sellers shall deliver to the BuyerPurchaser: (i) all such Seller’s right, title and interest in and documentation as may be reasonably required to evidence the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result transfer of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant AMS Interests to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; andPurchaser; (ii) all documentsshare transfer forms, instruments business transfer agreements or certificates other similar documentation, as required to be delivered or as otherwise reasonably requested by such Seller at or prior Purchaser and, in each case, as mutually agreed by Sellers and Purchaser, with respect to the Closing pursuant transfer of the Foreign Sub Shares of each of AMS Australia, AMS Brazil, AMS Canada and AMS Lux from Foreign Sub Seller to Purchaser or certain of its Affiliates and reflecting the allocations set forth in Section 7.1 this Agreement.2.02 of the Disclosure Schedules; (ciii) Immediately prior to the ClosingTransition Services Agreement substantially in the form of Exhibit D (the “AMS Transition Services Agreement”), all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. duly executed by AMS and Aphrodite Women’s Health, LLC, a Delaware limited liability company (“Aphrodite”); (iv) the Transition Services Agreement substantially in the form of Exhibit E (the “Reverse Transition Services Agreement”), duly executed by each of AMS and Aphrodite; (v) the Transition Services Agreement substantially in the form of Exhibit F (the “Seller shall cause Transition Services Agreement”), duly executed by each Value Creation Share Award outstanding at of AMS and Endo Pharmaceuticals Inc., an Affiliate of Sellers; (vi) the Closing to be satisfied Preferred Stock Purchase Agreement, duly executed by each of Endo Pharmaceuticals Inc., a Delaware corporation, an Affiliate of Sellers and cancelled AMS Seller; (vii) the Preferred Stock Security Agreement, duly executed by each of AMS Seller and Foreign Sub Seller; (viii) the Company’s payment to Intellectual Property Rights Agreement substantially in the form of Exhibit G (the “Intellectual Property Rights Agreement”), duly executed by each holder of any Value Creation Share Award at the Closing AMS Seller, AMS and Aphrodite; (ix) the Contract Manufacturing Agreement substantially in an amount in cash equal to the amount due to such holder under form of Exhibit H (the Value Creation Shares Plan arising from or otherwise triggered “Contract Manufacturing Agreement”), duly executed by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.each of AMS and Aphrodite;

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will:shall pay or deliver or cause to be paid or delivered (as applicable): (i) pay to Seller, the Estimated Purchase Price, less the (1) the Owned Real Property Purchase Price, and (2) Escrow Amounts, in the amounts and pursuant to the Sellers instructions set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers’ Representative to Buyer no later than three (3) Business Days prior to the Closing Date; (ii) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by accordance with the Sellers to terms of the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment AmountEscrow Agreement; (iiiii) pay to the Company (Escrow Agent, the Indemnity Escrow Amount, by wire transfer of immediately available funds in U.S. Dollars accordance with the terms of the Escrow Agreement; (iv) to such the Persons entitled thereto, the Transaction Expenses in the amounts and pursuant to the instructions set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to an account or accounts specified designated in writing by the Sellers Sellers’ Representative to the Buyer no later than three (3) Business Days prior to the Closing) an amount equal Closing Date; provided, however, that, any amounts treated as wages or compensation to a current or former employee of the Company Group shall be paid to the Aggregate VCS Payment Amountapplicable member of the Company Group,(or to the applicable payroll provider of the Company Group), which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company Group’s payroll system(s) or payroll provider(as applicable), and amounts paid as compensation to service providers who are not employees shall be treated as contributed to applicable members of the Company Group and immediately thereafter paid by the applicable member of Company Group to such service providers, in each case, for federal Income Tax purposes; (v) to the Persons specified in each Payoff Letter, the applicable Payoff Letter Amount pursuant to the wire instructions contained in such Payoff Letter, which shall be provided to Buyer at least three (3) Business Days prior to the Closing Date; and (iiivi) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 7.03 of this Agreement. (b) At the Closing, each Seller will the Selling Parties shall deliver to the Buyer: (i) all such Seller’s rightmembership interest certificates evidencing the Units, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (Encumbrances other than Liens (x) restrictions arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to under applicable securities Laws and (z) for Taxes not yet due Laws, duly endorsed in blank or delinquent accompanied by unit powers or being contested other instruments of transfer duly executed in good faith) pursuant to an Instrument of Assignmentblank, with all required transfer tax stamps affixed thereto; and (ii) all other agreements, documents, instruments or certificates required to be delivered by such Seller Selling Parties at or prior to the Closing pursuant to Section 7.1 7.02 of this Agreement. (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer willfollowing transactions shall be effected by the parties: (ia) the Sellers shall deliver to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer Tax stamps, if any, affixed; (b) the Buyer shall pay to the Sellers (each Seller by wire transfer of immediately available funds to a bank account designated in U.S. Dollars writing by each such Seller (such designation to such account or accounts specified by the Sellers to the Buyer be made at least two (2) Business Days prior to the Closing) an aggregate amount equal to Closing Date), the sum of the product of (Ai) the Per Share Price multiplied by (ii) the number of Shares owned by such Seller as listed on Annex A attached hereto; provided, further that, notwithstanding anything to the contrary contained herein, any portion of the Estimated Purchase Price minus attributable to a Special Adjustment shall be payable in either cash or Buyer’s Stock (B) which shall be valued at the Aggregate VCS Payment AmountClosing Date Value), in the Buyer’s sole and absolute discretion; (iic) pay the Buyer shall deliver to the Company (by wire transfer of immediately available funds in U.S. Dollars to such bank account or accounts specified of the Company designated in writing by the Sellers Company (such designation to the Buyer be made at least two (2) Business Days prior to the Closing) an amount equal to the Aggregate VCS Payment Option Consideration; (d) the Company shall pay to each Optionholder (at the Company’s option, by wire transfer of immediately available funds, check or direct deposit) an amount equal to such Optionholder’s allocable portion of the Aggregate Option Consideration in accordance with Section 2.4 herein; provided that with respect to each Option, the amount paid to an Optionholder shall be reduced by all applicable Withholding Amounts, if any, with respect to the exercise of the underlying Option in accordance with Section 2.4 herein; provided, further that, notwithstanding anything to the contrary contained herein, any portion of the Estimated Purchase Price attributable to a Special Adjustment shall be payable in either cash or Buyer’s Stock (which shall be valued at the Closing Date Value), in the Buyer’s sole and absolute discretion; (e) the Buyer shall deliver to the Company by wire transfer of immediately available funds to such bank account of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Credit Agreements Payoff Amount; (f) The Company shall pay the Credit Agreements Payoff Amount to the Bank; (g) the Buyer shall deliver to the Company by wire transfer of immediately available funds to such bank account of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount sufficient to pay the Company Expenses; (h) the Company shall pay the Company Expenses; (i) the Buyer shall deliver (a) the Buyer’s Stock to be held in the Indemnity Escrow Fund and (b) the Purchase Price Adjustment Escrow Amount by wire transfer of immediately available funds to the Escrow Agent; and (iiij) deliver the Sellers party to the Sellers all other documents, instruments or certificates required Subscription Agreement shall deliver by wire transfer by immediately available funds to be delivered such bank account of the Buyer designated in writing by the Buyer at or (such designation to be made two (2) Business Days prior to the Closing pursuant Date) an aggregate amount equal to Section 7.2 of this Agreement. (b) At the Closing$35,000,000, each Seller will deliver to the Buyer: (i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests which amount shall be allocated as set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and (ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement2.2(j). (c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.