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

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; ; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. At On the ClosingClosing Date, the following transactions shall be effected by the parties to this AgreementParties: (a) The Seller Representative, NewCo and/or the Company, as applicable applicable, shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate, dated as of the Closing Date, of the secretary or executive officer of the Company certifying that (A) the Company has previously made available to the Buyer a complete and correct copy of the Company’s Organizational Documents, as amended to date, and (B) such Organizational Documents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; (ii) with respect to the Seller, a membership interest transfer power, dated as of the Closing Date, duly executed by such Seller with respect to all of the Company Interests held by such Seller, in form and substance reasonably satisfactory to the Buyer; (iii) evidence, in form and substance reasonably satisfactory to the Buyer, of the resignations or removal of the board of directors (or similar governing body) and officers of the Company, if any, requested by the Buyer, such resignations or removal to be effective concurrently with the Closing; (iv) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board manager of the State of CaliforniaCompany, in each caseform and substance reasonably satisfactory to the Buyer, certifying that the Company is conditions set forth in Sections ‎8.1(a), ‎8.1(b), and ‎8.1(c) have been satisfied, as applicable; (v) duly executed certificates of non-foreign status, in form and substance reasonably satisfactory to the Buyer, from each of the Seller in a form and manner that complies with Sections 1445(b)(2) and 1446(f) of the Code and the Treasury Regulations thereunder; (vi) each of the Transaction Documents, duly executed by the Seller and/or the Company, as applicable; (vii) a good standing and certificate for the Company from the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, dated no earlier than ten five (105) Business Days prior to the Closing Date; (iiviii) the Payoff Letters, duly executed by the applicable holders of Closing Debt Indebtedness to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquirorthe Buyer, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt Indebtedness of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Lettermoney; (iiiix) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consentdelivered termination agreements, in form and substance reasonably acceptable to Acquirorthe Buyer, from each of with respect to any Affiliate Agreements providing for the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse complete and full termination of such Seller GuarantorAffiliate Agreements at or prior to the Closing with no liabilities to the Buyer, the Business, and/or the Company from and after the Closing; (x) employment agreements in the Escrow Agreementform attached hereto as Exhibit F, duly executed effective the Closing Date, signed by NewCo and each of the Escrow Agent;Key Executives; and (xi) all of the Restrictive Covenant Agreementconsents, duly executed by notices, waivers, assignments, amendments and approvals set forth on Schedule ‎2.2(a)(xi), each in form and substance reasonably acceptable to the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇Buyer. (b) Acquiror The Buyer shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCothe Seller, the Estimated Total Stock Purchase Consideration (Price, less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Amounts, paid by wire transfer of immediately available funds to the a bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant Seller, which shall be provided to Section 2.4(a)(i)(Bthe Buyer at least five (5) in Business Days prior to the amounts set forth thereinClosing Date; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; ; (C) to the Escrow Agent, the Indemnity Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (D) to the Persons entitled thereto in the amounts payable to each counterparty or holder of Indebtedness to be paid at Closing, by wire transfer of immediately available funds in accordance with the Payoff Letters, which shall be provided to the Buyer at least two (2) Business Days prior to the Closing Date; (E) the Estimated Transaction Expenses (other than the Sale Bonuses), to the Persons entitled thereto as set forth on the Pre-Closing Statement, by wire transfer of immediately available funds to a bank account designated in writing by the Seller, which shall be provided to the Buyer at least two (2) Business Days prior to the Closing Date; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCoSeller, a certificate from an officer of Acquirorthe Buyer, in form and substance reasonably satisfactory to NewCothe Seller, certifying that the conditions set forth in Sections 9.1 ‎8.2(a) and 9.2 ‎8.2(b) have been satisfied, as applicable.; (iii) to the Seller, the Transaction Documents, duly executed by the Buyer and/or its Affiliates, as applicable; and

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the parties to this Agreement: (a) The Seller Representative, NewCo and/or the Company, as applicable applicable, shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Pre-Closing DateStatement as required by Section 2.3(a); (ii) certificates representing the Payoff LettersCompany Shares, duly executed endorsed in blank or accompanied by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included stock powers duly endorsed in the Payoff Letters), blank in proper form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Lettertransfer; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquirorthe Buyer, of the resignations or removal of the members of the Board of Directors (or similar governing body) and officers of the Company and the officers of the Company Subsidiaries as requested by Acquiror no later than two the Buyer in writing at least five (25) Business Days days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (viiiv) a duly executed certificate of non-foreign statuscertificate, in form and substance reasonably satisfactory to Acquirorthe Buyer, from NewCo the Seller of non-foreign status in a form and manner that complies with Section 1445(b)(2) 1445 of the Code and the Treasury Regulations thereunder; (v) each Transaction Document to which the Seller, together with the Company or any of their respective Affiliates are a party, duly executed IRS Form W-9 by each such party; (vi) duly executed payoff and release, termination or other similar documentation, in form and substance satisfactory to the Buyer, releasing the Company and the Company Subsidiaries from NewCoall Indebtedness and terminating any and all Encumbrances on any assets securing such Indebtedness (the “Payoff Letters”); (vii) a certificate of good standing with respect to the Company and each Company Subsidiary issued by the relevant Governmental Authority of each of their respective jurisdictions of organization, in each case dated as of a date no earlier than 10 days prior to the date hereof; (viii) a written consentcertificate dated as of the Closing Date, in form duly executed by an authorized officer of the Seller certifying as to: (A) the names and substance reasonably acceptable to Acquiror, from incumbency of each of the third parties set forth officers of the Seller executing this Agreement and any other Transaction Documents; (B) the Organizational Documents of the Seller; (C) the resolutions approving this Agreement and the Contemplated Transactions on Schedule 2.3(a)(viii);behalf of the Seller; and (ix) a Spousal Consent from each Seller Guarantor duly executed by certificate dated as of the spouse of such Seller Guarantor; (x) the Escrow AgreementClosing Date, duly executed by NewCo an authorized officer of the Company certifying as to: (A) the names and incumbency of each of the officers of the Company executing this Agreement and any other Transaction Documents; (B) the Organizational Documents of the Company; and (C) the resolutions approving this Agreement and the Escrow Agent; (xi) Contemplated Transactions on behalf of the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇Company. (b) Acquiror The Buyer shall pay make or deliver or cause to be paid made or delivered (as applicable):delivered: (i) the following payments: (A) to NewCothe Seller, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Closing Payment, paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant Seller to Section 2.4(a)(i)(B) in the amounts set forth thereinBuyer prior to the Closing Date; (B) on behalf of the Company or applicable Company Subsidiary, the amounts payable to the holders each counterparty or holder of Debt for borrowed money Indebtedness identified on Schedule 3.9(c) of 2.2(b)(i)(B), in order fully to discharge such Indebtedness and terminate all applicable Encumbrances related thereto, which shall be sent by the Company Disclosure LetterBuyer to the Persons identified in, and in accordance with, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment ScheduleLetters; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Sale Bonuses), which shall be sent by the amount set forth in Buyer to the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid Persons entitled thereto by wire transfer of immediately available funds to in accordance with wire instructions provided by the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll systemSeller; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payrollSale Bonuses, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to in accordance with wire instructions provided by the bank account or accounts designated on the Payment ScheduleSeller; providedprovided that, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) Pre-Closing Statement (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the CompanyCompany or the Company Subsidiaries, as applicable; and (Eii) to the Escrow AgentSeller, each Transaction Document to which the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow AgreementBuyer is a party, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableBuyer.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to AcquirorPurchaser the following: (i) share certificates representing the Shares, or an indemnity (in the agreed form) for any lost share certificates representing the Shares, together with a certificate from the (1) California Secretary of State and (2) Franchise Tax Board stock transfer form in respect of the State Shares, duly executed by the registered holder of California, the Shares in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Datefavor of Purchaser; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, unsigned and any other applicable releases, termination statements or other similar documentation (invalid share certificate relating to the extent not included issued and allotted shares in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt share capital of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff LetterSubsidiary; (iii) a final invoice from each payee an irrevocable power of any portion attorney (in the agreed form) executed by ▇▇▇▇▇▇ in respect of the Estimated Transaction Expense Shares in favor of Purchaser to be paid by Acquiror at Closingenable Purchaser (pending registration of the relevant transfer) to exercise all voting and other rights attaching to the Shares and to appoint proxies for this purpose; (iv) a certificatecopy of a duly executed letter of resignation, dated effective as of the Closing Date, of the Secretary or executive officer auditors of the Company, in form Company and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfiedCompany Subsidiary; (v) a certificatethe register of directors and secretary, dated as register of members and register of charges (duly written up to, but not including, Closing) and any common seals of the Closing DateCompany and Company Subsidiary, from each Sellersuch delivery to be made by being placed at The Green House, each Seller Guarantor and NewCo▇▇▇▇▇▇▇▇▇ Road, in form and substance reasonably satisfactory to AcquirorRyde, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfiedIsle of Wight, as applicableUnited Kingdom PO33 1BD; (vi) evidence, in a duly completed form and substance reasonably satisfactory MR04 relating to Acquiror, of the resignations or removal of charge created by the members of the Board of Directors of mortgage dated 22 June 2006 between the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the ClosingLloyds TSB Bank plc; (vii) a copies of duly executed certificate of non-foreign status, resignations (in form and substance reasonably satisfactory to Acquiror, the agreed form) from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇; and (xii) the Termination Agreement, duly executed by the Company ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇▇▇▇ (the "Resigning Directors") resigning from their position as director of the Company or the Company Subsidiary effective as of the Closing Date (but not from employment); (bviii) Acquiror shall pay copies of any existing bank mandates in the name of the Company or deliver the Company Subsidiary; (ix) a copy of a counterpart of a release, in the agreed form, duly executed by or cause to be paid or delivered on behalf of Seller, the Company, the Company Subsidiary and each other affiliate of Seller party thereto inter alia releasing (i) each of the Company and the Company Subsidiary (as applicable):) from any liability whatsoever (whether actual or contingent) which may be owing to Seller or any such affiliates by the Company or the Company Subsidiary, and (ii) Seller and each of its affiliates from any liability whatsoever (whether actual or contingent) which may be owing to the Company or the Company Subsidiary by Seller or any of its affiliates, in each case other than in respect of any liability arising from or in connection with this Agreement or the Ancillary Agreements, or otherwise excluded under the terms of the release (the “Release Agreement”); (ix) a copy of a duly executed trademark assignment agreement in the following paymentsagreed form between Avon International Operations, Inc., Avon Products, Inc. and the Company ("Trademark Assignment Agreement"); (xi) a copy of a duly executed shared know-how agreement in the agreed form between Avon Products, Inc. and the Company ("Shared Know-how Agreement"); (xii) a copy of a duly executed transitional services agreement in the agreed form between Avon Cosmetics Limited and the Company (the “Transitional Services Agreement”); (xiii) a copy of a resolution of the board of directors of Seller (certified by a duly appointed officer as true and correct) authorizing the execution of and the performance by Seller of its obligations under this Agreement and each Ancillary Agreement to be executed by Seller; (xiv) certified copies of any powers of attorney under which this Agreement or any Ancillary Agreement is executed, or evidence reasonably satisfactory to Purchaser of the authority of any person signing on behalf of Seller; (xv) copies of a resolution (in the agreed form) of the board of directors of each of Company and Company Subsidiary (certified by a duly appointed officer as true and correct) to: (A) to NewCoapprove the registration of Purchaser as shareholder of Company, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds subject only to the bank account or accounts designated production of duly stamped and completed transfers in writing by NewCo on respect of the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth thereinShares; (B) appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (the "New Director") as an additional director to the holders of Debt for borrowed money identified on Schedule 3.9(c) board of the Company Disclosure Letter, and the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment ScheduleCompany Subsidiary; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated appoint ▇▇▇▇▇ ▇▇▇▇▇▇ as wages or compensation to a current or former employee new company secretary of the Company shall be paid to and the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll systemCompany Subsidiary; (D) revoke all relevant authorities to the Company, the aggregate amount bankers of the Transaction Bonuses as set forth on the Estimated Closing Statement (Company and the amount Company Subsidiary in respect of the employer portion of any payroll, social security, unemployment Resigning Directors relating to bank accounts and similar Taxes related to give authority to the Transaction Bonuses), paid by wire transfer of immediately available funds New Director to operate the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Companysame; and (E) to approve and authorize the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms changing of the Escrow Agreement; (ii) address of the registered office of the Company and the Subsidiary Company to NewCo, the Escrow Agreement, duly executed by The Green House ▇▇▇▇▇▇▇▇;▇ Road, Ryde, Isle of Wight, United Kingdom PO33 1BD. (iiib) Simultaneously with the Closing, Purchaser: (A) shall deliver to NewCo, an executed Seller a copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation a counterpart of the transactions contemplated hereunder and ▇Release Agreement duly executed by or on behalf of ▇▇▇▇▇▇▇▇▇; and (ivB) shall pay or cause to NewCobe paid to Seller, by wire transfer to a certificate from bank account designated in writing by Seller in immediately available funds in pounds sterling, the amount of £140,000,000, being an officer amount equal to (i) the Purchase Price minus (ii) the Estimated Purchase Price Adjustment minus (iii) any Indebtedness of Acquirorthe Company and the Company Subsidiary other than outstanding Indebtedness that falls within the definition of Closing Working Capital, in form and substance reasonably satisfactory the "Closing Date Payment”. (c) The "Estimated Purchase Price Adjustment" shall be £0, being a good faith estimate agreed between the parties of any adjustment to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicablePurchase Price which would be required under Section 1.04.

Transactions to be Effected at the Closing. At On or prior to the ClosingClosing Date, the following transactions shall be effected by the parties to this Agreement: (a) The Seller Representative, NewCo Representative and/or the Company, as applicable applicable, shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company certifying that (A) the Company has previously made available to Buyer a complete and correct copy of all of the Company’s and the Company Subsidiaries’ Organizational Documents, as amended to date, (B) attached thereto is a complete and correct copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereunder and thereunder, and which shall include the authorization for the termination, exercise and/or vesting, as applicable, of all Company Options and Company RSUs in accordance with the terms of any Company Plans or other similar arrangements, including the Company Stock Plan and (C) such Organizational Documents, resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; (ii) certificates representing the Company Shares, free and clear of all Encumbrances (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws), duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer (it being acknowledged and agreed that such certificates and stock powers may be delivered in pdf form with originals delivered to Buyer within thirty (30) days of the Closing Date); (iii) a certificate from an officer of the Company, in form and substance reasonably satisfactory to Acquirorthe Buyer, certifying that the conditions set forth in Sections 10.1(a), 10.2(a8.1(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b8.1(b) have been satisfied, as applicable; (viiv) evidence, in form and substance reasonably satisfactory to Acquirorthe Buyer, of the resignations or removal of all of the members of the Board of Directors (or similar governing body) and officers of the Company that are not employees of the Company and the officers of the Company Subsidiaries as requested by Acquiror no later than two (2) Business Days prior to the ClosingBuyer, such resignations or removal to be effective concurrently with the Closing; (viiv) a duly executed certificate evidence of non-foreign statusall applicable releases, termination statements or other similar documentation, in form and substance reasonably satisfactory to Acquirorthe Buyer, from NewCo releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Indebtedness of the Company or the Company Subsidiaries for borrowed money, including the forgiveness of the Company SBA Loan, in each case, in form and substance reasonably satisfactory to the Buyer; (vi) (A) a statement, in form and substance reasonably satisfactory to the Buyer, that the Company is not, and has not been in the five (5) years prior to the Closing Date, a "United States real property holding corporation" for purposes of Sections 897 and 1445 of the Code, in a form and manner that complies with Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), and (B) the notification to the IRS described in Treasury Regulations Section 1445(b)(21.897-2(h)(2) regarding delivery of the Code and statement referred to in the Treasury Regulations thereunderpreceding clause (i), together with in each case signed by a corporate officer of the Company; (vii) the Lock-Up Agreement, duly executed IRS Form W-9 from NewCoby each Seller; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow AgentSeller Representative; (xiix) the Restrictive Covenant Employment Agreement, duly executed by the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Company; (x) a duly executed spousal consent from the applicable Sellers, in form and substance reasonably satisfactory to the Buyer; (xi) a good standing certificate for the Company of the jurisdiction of its organization; (xii) evidence that on or prior to the Closing Date, each Company Optionholder received from the Company written notice notifying each Company Optionholder that all outstanding Company Options were, as of the date of such notice, vested and exercisable, and providing each Company Optionholder with the opportunity to exercise all outstanding Company Options held by such Company Optionholder prior to the Closing Date, which notice shall also provide that all Company Options that remain unexercised and outstanding immediately prior to the Closing Date shall be cancelled and terminated without any consideration paid therefor; (xiii) evidence that the Company Stock Plan, and all other similar Company Plans granting Equity Interests to any Persons, have been terminated as of the Closing Date; (xiv) the Company Option Cancellation Agreements, duly executed by each of the Company Optionholders; (xv) the Investor Questionnaire, duly executed by each Seller and any Company Optionholders who have duly converted their Company Options into Company Shares as of the Closing; and (xiixvi) a digital copy of all contents of the Termination AgreementElectronic Data Room that were made available to the Buyer or its Representatives, duly executed by as of the Company day immediately preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, the Electronic Data Room and ▇▇▇▇▇ ▇▇▇▇▇▇▇made available to the Buyer or its Representatives at any time prior to the Closing). (b) Acquiror The Buyer shall pay or deliver or cause to be paid or delivered (as applicable):delivered: (i) to the following payments: (A) to NewCoSellers, the Estimated Total Stock Purchase Consideration (Aggregate Consideration, less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Amount, paid by wire transfer of immediately available funds to the bank account or accounts designated each Seller in writing by NewCo on the Payment Schedule delivered pursuant an amount corresponding to Section 2.4(a)(i)(B) in the amounts set forth thereinsuch Seller’s Pro Rata Percentage; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (Eii) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; ; (iiiii) to NewCothe Seller Representative, a certificate from an officer of the Buyer, in form and substance reasonably satisfactory to the Seller Representative, certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied, as applicable; (iv) to the Seller Representative, the Lock-Up Agreement, duly executed by the Buyer; (v) to the Seller Representative, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇;the Buyer; and (iiivi) to NewCothe Sellers, an executed certificates, dated as of the Closing Date, of the Secretary or executive officer of each of Buyer and Parent certifying that (A) attached thereto is a complete and correct copy of the resolutions adopted by the board of directors of Buyer and Parent authorizing ▇▇▇▇▇▇▇▇’s the execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements other Transaction Documents to which the Buyer and Parent is a party and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and thereunder, and (ivB) to NewCosuch resolutions, a certificate from an officer approvals and consents have not been amended or modified in any respect and remain in full force and effect as of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableClosing Date.

Transactions to be Effected at the Closing. At or prior to the Closing, Closing (as the following transactions shall be effected by the parties to this Agreement:case may be): (a) Seller Representative, NewCo and/or the Company, as applicable 5.2.1. The Sellers shall deliver or cause to be delivered to AcquirorPurchaser: (ia) the Share Registration Book of the Company evidencing the ownership of the Shares by the Sellers and that they are unencumbered, and the Share Registration Book of the Operating Company evidencing the ownership of the shares of the Operating Company by the Company and FrHolding72 and that they are unencumbered; (b) certificates of a certificate from duly authorized Representative of the Sellers certifying that at Closing the closing conditions set forth in Articles 3.1 (1with respect to the conditions applicable to the Sellers) California Secretary and 3.2 have been satisfied; (c) the respective transfer book orders (termos de transferência de ações) of State the Sharesto the Purchaser and the share transfer books of the Company and of the Operating Company; (2d) Franchise Tax all Shareholders’ Meeting, Board of the State Directors’ and Officers’ meeting Books of California, in each case, certifying that the Company is in good standing and dated no earlier than ten the Company Subsidiaries, their respective ByLaws and all amendments thereto; (10e) Business Days except with respect to the Persons identified by Purchaser to the Sellers, at least 30 (thirty) days prior to the Closing Date; , resignations of each director (iimembro do conselho de administração) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation officers (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrancesdiretores) relating to Debt of the Company for borrowed money promptly following and each Company Subsidiary by means of which the payment directors (membro do conselho de administração) and officers (diretores) shall release the Company or the relevant Company Subsidiary, completely and irrevocably, from all their respective obligations vis-à-vis those individuals with respect to their holding positions of director or officer, as the amount set forth in such Payoff Letter; (iii) a final invoice case may be, with nothing more to claim from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificateCompany or the relevant Company Subsidiary, dated with effect as of the Closing Date, it being further established that, in the case of the Secretary or executive officer officers and directors above mentioned, resignation shall operate only with respect to their corporate duties and positions of officers, and not with respect to their employment agreement; and (f) a certificate issued by each of the Company, Sellers confirming that the representations and warranties of Sellers contained in form Articles 7.1.5 and substance reasonably satisfactory 7.2.4 are true and correct in all material respects as of the Closing. 5.2.2. Purchaser shall deliver or cause to Acquiror, be delivered to the Sellers: (a) a certificate of a duly authorized Representative of the Purchaser certifying that the closing conditions set forth in Sections 10.1(a), 10.2(aArticles 3.1 (with respect to the conditions applicable to Purchaser) and 10.3 3.3 have been satisfied; (vb) the payment of the Cash Consideration, as adjusted pursuant to Article 2.2.1, including evidence of the wire transfers referred to in Article 2.1(i) hereof; (c) copies of the DARFs with evidence of payment of the withholding income tax on capital gains pursuant to Article 2.1.2 above; (d) the certificates of the bank responsible for the registration of the Stock Consideration Shares representing the Stock Consideration payment evidencing the ownership of the Stock Consideration by the Sellers, and that it is unencumbered; (i) an extraordinary general meeting of shareholders of the Company to take place in order to accept the resignation of the directors (membros do conselho de administração) and elect the new members of the Company’s board of directors; (ii) a certificateboard of directors meeting shall take place in order to accept the resignation of the officers (diretores) and to elect the new officers of the Company; (iii) an extraordinary general meeting of shareholders of the Operating Company to take place in order to accept the resignation of the officers and to elect the new officers of the Operating Company; and (f) letters from the Company and the Operating Company, dated executed by the officers (diretores) appointed by Purchaser, releasing the directors (membros do conselho de administração) and officers of the Company and the Operating Company presenting resignation letters at Closing, completely and irrevocably, from all their obligations, with nothing more to claim from such persons except for fraud or criminal offense, with effect as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to AcquirorPurchaser: (i) a duly executed share transfer form, substantially in the form attached as Exhibit D, effecting the transfer of the Shares, together with the share certificate relating to the Shares (if one has been issued) or customary indemnity in respect of any certificate which was issued but subsequently lost or destroyed; (ii) a letter of instruction in an agreed form addressed to the Registered Agent of the Company, signed on behalf of the Company, instructing the Registered Agent upon Closing to change the client of record to Purchaser or a Representative of Purchaser; (iii) the common seal (if any), the certificate of incorporation, and the statutory corporate registers of the Company (or confirmation that all of such items are held by the registered agent of the Company); (iv) written resignations (with effect from the (1Closing Date) California Secretary of State and (2) Franchise Tax Board each of the State directors and officers of Californiathe Company, including a release substantially in each casethe form of Exhibit G-1; (v) subject to Purchaser’s compliance with Section 7.03(d), certifying that a copy of the register of members reflecting the entry of Purchaser in the register of members of the Company as holder of the Shares; (vi) subject to Purchaser’s compliance with Section 7.03(d), a copy of the register of directors reflecting the entry of Purchaser’s nominated directors in the register of directors of the Company; (vii) a certificate of incumbency issued by the Registered Agent within three Business Days of Closing and including confirmations that: (A) the Company is in good standing standing, (B) Seller is the sole shareholder of the Company, (C) no liquidation or dissolution nor insolvency proceedings with respect to the Company have been taken against the Company or its assets, (D) the Company does not maintain a register of charges, pursuant to Section 162 of the BVI Business Companies Act, 2004, and (E) the names of each of the directors of the Company; (viii) evidence, reasonably satisfactory to Purchaser, as to the termination of the Contracts listed on Schedule 2.04(a)-B; (ix) a certificate of an officer of the Company, dated no earlier than ten (10) Business Days prior to as of the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to AcquirorPurchaser, releasing certifying and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt attaching the organizational documents of the Company for borrowed money promptly following Company, being the payment certificate of incorporation, certificate(s) of change of name, if any, and the up-to-date memorandum and articles of association of the amount set forth in such Payoff LetterCompany; (iiix) a final invoice payoff letter from each payee of any portion Closing Indebtedness indicating that upon payment of the Estimated Transaction Expense applicable Closing Indebtedness that such holder shall release his, her, or its Liens and other security interests in, and agree to be paid by Acquiror at Closing; (iv) a certificateexecute or file such documents or endorsements reasonably necessary to release his, dated as of her, or its Liens and other security interest in, the Closing Date, of the Secretary or executive officer assets and properties of the Company, in form and substance reasonably satisfactory that all obligations with respect to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been related Indebtedness or other obligations shall be satisfied; (vxi) a certificate, dated as of an invoice from each advisor or other service provider to the Company with respect to all Transaction Expenses to be paid on the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory Date to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicablesuch advisor or other service provider; (vixii) evidence, in form and substance reasonably satisfactory the officer’s certificate required pursuant to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii7.02(f); (ixxiii) a Spousal Consent from each Seller Guarantor copy of duly executed by written resolutions of the spouse directors of such Seller Guarantorthe Company in customary form authorizing and approving this Agreement and the Acquisition; (xxiv) a copy of duly executed written resolutions of the Seller in customary form authorizing and approving this Agreement and the Acquisition; (xv) the Escrow Agreement, duly executed by NewCo Seller and the Escrow Agent; (xixvi) the Restrictive Covenant Non-Competition and Non-Solicitation Agreements, duly executed by the Persons set forth on Schedule 2.04(a)-C; (xvii) the Transition Services Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and[***]; (xiixviii) the Termination Guaranty Agreement, duly executed by the Company Guarantor (as defined in the Guaranty Agreement); (xix) releases duly executed by each Transaction Bonus Individual, in substantially the form attached hereto as Exhibit G-2; and (xx) releases duly executed by Seller, [***], and ▇▇▇▇▇ ▇▇▇▇▇▇▇[***], in substantially the form attached hereto as Exhibit G-3. (b) Acquiror At the Closing, Purchaser shall pay or deliver or cause to be paid or delivered (as applicable):delivered: (i) to Seller, in exchange for the following payments: (A) to NewCoShares, the Estimated Total Stock Purchase Consideration (Closing Payment, less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Company Service Provider Termination Expenses, paid by wire transfer of immediately available funds to the bank account or accounts designated if any, in writing by NewCo on accordance with the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth thereinInstructions; (Bii) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure LetterEscrow Agent, the respective amounts set forth Escrow Amount in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on accordance with the Payment ScheduleInstructions; (Ciii) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount each recipient thereof set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii)Estimated Closing Statement, paid by wire transfer of immediately available funds an amount in cash equal to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation Company Service Provider Termination Expenses owed to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses Person as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of Payment Instructions (provided, [***] (each, a “Transition Service Provider”), [***] (such payment, the Escrow Agreement; “Transition Service Provider Termination Expenses”); (iiiv) to NewCoeach recipient thereof set forth in the Estimated Closing Statement, an amount in cash equal to the Estimated Closing Transaction Expenses owed to such Person as set forth on the Estimated Closing Statement in accordance with the Payment Instructions; (v) to each holder of Estimated Closing Indebtedness set forth on the Estimated Closing Statement, an amount in cash equal to the Closing Indebtedness held by such Person as set forth on the Estimated Closing Statement in accordance with the Payment Instructions; (vi) to Seller, the officer’s certificate required pursuant to Section 7.03(c); (vii) to Seller, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement Purchaser and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇Escrow Agent; and (ivviii) to NewCoSeller, a certificate from an officer of Acquirorthe Transition Services Agreement, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableduly executed by Purchaser.

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the parties to this Agreement: (a) The Seller Representative, NewCo and/or or the Company, as applicable applicable, shall deliver deliver, or cause to be delivered to Acquirordelivered: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Buyer, the Pre-Closing DateStatement as required by Section 2.4(a); (ii) to the Payoff LettersBuyer, certificates representing all of the Company Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank in proper form for transfer; (iii) to the Buyer, counterparts of each of the Transaction Documents (other than the Exclusive Multi-Event License Agreement, [*], and the Employment Agreement) to which the Seller, the Company or any of their respective Affiliates is a party, duly executed by the applicable holders of Closing Debt to be paid at ClosingSeller, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closingor their applicable Affiliates party thereto; (iv) a certificateto the Buyer, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquirorthe Buyer, of the resignations or removal of the members of the Board of Directors (or similar governing body) and officers of the Company and the officers of the Company Subsidiaries as requested by Acquiror no later than two the Buyer in writing at least five (25) Business Days days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (viiv) to the Buyer, a duly executed certificate from Holdco, certifying pursuant to Treasury Regulations Section 1.1445-2(b)(2), that Holdco is not a foreign person within the meaning of non-foreign statusSections 1445 and 897 of the Code; (vi) to the Buyer, a certificate from each of the Seller and the Company, dated as of the Closing Date, each signed by a duly authorized officer of the Seller or the Company, as applicable, in form and substance reasonably satisfactory to Acquirorthe Buyer, from NewCo certifying that the conditions set forth in a form Section 8.1(a) and manner that complies with Section 1445(b)(28.1(b) of have been satisfied, as applicable; (vii) to the Code and the Treasury Regulations thereunderBuyer, together with a duly executed IRS Form W-9 joint payment instruction letter (a “Joint Certificate”), directing the Escrow Agent to immediately: (A) release from NewCo;the Deposit Escrow Account an amount equal to the following (such amount, the “Initial Release Amount”) to Holdco (1) the Deposit Escrow Amount, minus (2) the Purchase Price Adjustment Escrow Amount, minus (3) the Tax Escrow Amount (only in the case that, as of the Closing, the ATO has not provided a response reaching a determination with respect to the request for remission described in Section 2.5(a)), [*]; (B) transfer from the Deposit Escrow Account an amount equal to the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account; (C) transfer from the Deposit Escrow Account an amount equal to the Tax Escrow Amount into the Tax Escrow Account (in the case that, as of the Closing, the ATO has not provided a response reaching a determination with respect to the request for remission described in Section 2.5(a)); and [*]; and (viii) a written consentto the Buyer, any Debt Pay-Off Letter to the extent required pursuant to Section 7.13 indicating that upon repayment or prepayment (as the case may be) of the amount specified therein, the applicable creditor shall release and terminate its Encumbrances on any Equity Interests, assets and/or properties of the Company and the Company Subsidiaries and any applicable releases, termination statements or other similar documentation, in form and substance reasonably acceptable satisfactory to Acquirorthe Buyer, from each releasing and terminating such Encumbrances relating to the applicable Indebtedness of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse Company or any of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇Subsidiaries. (b) Acquiror The Buyer shall pay or deliver deliver, or cause to be paid or delivered (as applicable):delivered: (i) the following payments: (A) to NewCoHoldco, payment of the Estimated Total Stock Purchase Consideration (less Price minus the (1) Adjustment Deposit Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Amount, paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant Seller to Section 2.4(a)(i)(B) in the amounts set forth thereinBuyer prior to the Closing Date; (ii) to Holdco, a Joint Certificate duly executed by the Buyer, directing the Escrow Agent to immediately (A) release from the Deposit Escrow Account the Initial Release Amount to Holdco, (B) transfer from the Deposit Escrow Account an amount equal to the holders of Debt for borrowed money identified on Schedule 3.9(c) of Purchase Price Adjustment Escrow Amount into the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; Purchase Price Adjustment Escrow Account; (C) transfer from the Deposit Escrow Account an amount equal to the payees of Tax Escrow Amount into the Estimated Transaction Expenses Tax Escrow Account (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, case that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) ATO has not provided a response reaching a determination with respect to the Escrow Agentrequest for remission described in Section 2.5(a)), the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇[*]; (iii) to NewCothe Seller, an executed copy counterparts of each of the resolutions authorizing ▇▇▇▇▇▇▇▇’s executionTransaction Documents to which the Buyer or any of its Affiliates is a party, delivery and performance of this Agreement and duly executed by the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; andBuyer or its applicable Affiliates party thereto; (iv) to NewCothe Seller, a certificate from an the Buyer, dated as of the Closing Date and signed by a duly authorized officer of Acquirorthe Buyer, in form and substance reasonably satisfactory to NewCothe Seller, certifying that the conditions set forth in Sections 9.1 8.2(a) and 9.2 8.2(b) have been satisfied; (v) pursuant to the instructions set forth in the Funds Flow Memorandum, to each applicable lender(s) party to the Debt Pay-Off Letters, an amount equal to the amount of Indebtedness set forth in each such Debt Pay-Off Letter to effect the repayment or prepayment (as the case may be) of the applicable Indebtedness of the Company or the Company Subsidiary; and (vi) pursuant to instructions set forth in the Funds Flow Memorandum, payments to the applicable third parties of the Transaction Expenses (utilizing the payroll systems of the Company or a Company Subsidiary, as applicable, in respect of any applicable employment, payroll or similar Taxes required to be deducted or withheld).

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by Buyer will (i) pay to the parties Sellers the Cash Portion of the Purchase Price, and (ii) deliver to this Agreement: (a) Seller Representativethe Sellers all other documents, NewCo and/or the Company, as applicable shall deliver instruments or cause certificates required to be delivered to Acquiror: (i) a certificate from by the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days Buyer at or prior to the Closing Date;pursuant to this Agreement. (b) At the Closing, the Sellers will (A) deliver to the Buyer (i) duly executed instruments of transfer in favor of the Buyer (or as directed by the Buyer) in respect of the Securities, together with all relevant share certificates (if any) in respect of the Securities in the names of the Sellers (or indemnities in respect thereof in a form satisfactory to the Buyer); (ii) the Payoff Letters, duly executed by written resignations of all of the applicable holders of Closing Debt to be paid at Closing, directors and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for borrowed money promptly following the payment loss of the amount set forth offices in such Payoff Letter; question or of their employment or otherwise arising; (iii) a final invoice the notice of articles, articles of incorporation (as amended from each payee time to time), minute books, register of any portion shareholders and common seal, share certificates (if any) and all other books and records of the Estimated Transaction Expense to be paid by Acquiror at Closing; Company including, without limitation all cancelled and un-issued share certificates; (iv) a certificatecertificate of good standing issued by the Registrar of Companies in British Columbia, dated as of the Closing Date, of the Secretary or executive officer Canada in respect of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; ; (v) a certificate, dated as the written resignation of the Closing Dateexisting auditors of the Company (if any), from each Seller, each Seller Guarantor which resignation shall include the written confirmation that they have no outstanding claims of any kind against the Company; and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidenceall other documents, in form instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to this Agreement, and substance reasonably satisfactory to Acquiror, (B) the Sellers shall hold a meeting of the board of directors of the Company at which there shall be duly passed resolutions (i) accepting the resignations referred to in Sub-clauses 2.4(b)(A)(ii) and 2.4(b)(A)(v) and appointing nominees of the Buyer to fill the vacancies created by such resignations (or removal shall convene a meeting of the members of the Board of Directors Company for such purpose and (ii) revoking all existing banking mandates of the Company and substituting therefor such banking mandates as the officers Buyer shall direct. Delivery of the Company requested by Acquiror no later than two (2all documents, certificates and other items referenced in Section 2.4(b) Business Days prior to the Closingabove, such resignations or removal to be effective concurrently with the Closing; (vii) a fully and duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies compliant with Section 1445(b)(2) the laws of the Code and the Treasury Regulations thereunderBritish Columbia, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇Canada. (bc) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following At the Closing, the Company shall make payments (or shall instruct its registered office provider to): (i) update its register of shareholders to each Person in give effect to the amount transfer of the Transaction Bonus set forth opposite such Person’s name on Securities from the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) Sellers to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow AgreementBuyer; (ii) to NewCo, cancel all existing share certificates delivered under Sub-clause 2.4(b)(A)(i) (if any) and issue a new certificate in the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; name of the Buyer; (iii) update its register of directors and officers to NewCo, an executed copy of give effect to the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇resignations referred to in Sub-clause 2.4(b)(A)(ii); and (iv) make all such necessary filings as may be required with the Corporate Registry in British Columbia, Canada in respect of the foregoing matters; and (v) undertaking all matters as may reasonably be required or requested by the Seller to NewCo, a certificate from an officer be undertaken to give effect to the sale and purchase of Acquiror, in form the Securities and substance reasonably satisfactory the transactions pursuant to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicablethis Agreement.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) The Seller Representative, NewCo and/or the CompanyCompany Group, as applicable applicable, shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate certificate, dated as of the Closing Date, of an executive officer or other authorized person of each member of the Company Group certifying that (A) such member of the Company Group has previously made available to the Buyer a complete and correct copy of such member of the Company Group’s Organizational Documents, as amended to date, (B) attached thereto is a complete and correct copy of the resolutions adopted by the governing body of the Seller as the sole member of each member of the Company Group authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller and such member of the Company Group is a party and the consummation of the transactions contemplated hereunder and thereunder, and (C) such Organizational Documents, resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; (ii) certificates representing the Company Interests of 5 Star, Higher Power and Python, free and clear of all Encumbrances (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws), duly endorsed in blank or accompanied by unit powers duly endorsed in blank in proper form for transfer; (iii) evidence, in form and substance reasonably satisfactory to the Buyer, of the resignations or removal of the managers and officers of the Company Group requested by the Buyer, such resignations or removal to be effective concurrently with the Closing; (iv) a duly executed IRS Form W-9 from the Parent; (1v) California the Escrow Agreement, duly executed by the Seller and the Escrow Agent; (vi) the Transition Services Agreement, duly executed by the Seller; (vii) the Employment Agreements, duly executed by each of the Key Employees; (viii) the Restrictive Covenant Agreement, duly executed by ▇▇▇▇▇▇▇; (ix) a good standing certificate for each member of the Company Group from the Secretary of State and (2or equivalent Governmental Authority) Franchise Tax Board of the State jurisdiction of Californiaits organization, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (iix) the Payoff Letters, duly executed by the applicable holders of Closing Debt Indebtedness to be paid at Closing, and the Buyer any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquirorthe Buyer, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt Indebtedness of the Company Group for borrowed money promptly following the payment of the amount set forth in such Payoff Lettermoney; (iiixi) a final invoice from each payee proof of any portion filing of the Estimated Transaction Expense CTB Election to be paid by Acquiror at Closing; (iv) a certificatethe IRS, dated as including the duly stamped certified mail receipt received in connection with such filing and an executed copy of the Closing Date, of the Secretary or executive officer of the Companysuch CTB Election, in form and substance each case, reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied;Buyer; and (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viiixii) a written consent, in form and substance reasonably acceptable to Acquirorthe Buyer, from each of the third parties set forth on Schedule 2.3(a)(viii2.2(a)(xii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xiixiii) the Termination Agreementsuch other agreements, duly executed consents, documents, instruments and writings as are reasonably requested by the Buyer to be delivered by the Seller or the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇Group pursuant to this Agreement or otherwise reasonably required to consummate the transactions contemplated hereby. (b) Acquiror The Buyer shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable The Sellers shall deliver or cause to be delivered to Acquirorthe Buyer: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Pre-Closing DateStatement as required by Section 2.3(a); (ii) certificates representing the Payoff LettersTarget Shares, duly executed endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer or, if any of the applicable holders of Closing Debt to be paid at ClosingTarget Shares are not certificated, and any other applicable releases, termination statements stock or other similar documentation (to the extent not included appropriate powers duly endorsed in the Payoff Letters), in proper form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Lettertransfer; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquirorthe Buyer, of the resignations or removal (without payment of compensation) of the members of the Board of Directors of the Company (or similar governing body) and the officers of the Target Entities and the Company Subsidiaries as requested by Acquiror no later than two the Buyer in writing at least five (25) Business Days days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (viiiv) a duly executed certificate of non-foreign statuscertificate, in form and substance reasonably satisfactory to Acquirorthe Buyer, from NewCo Bushnell US of non-foreign status in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a ; (v) the Transition Services Agreement duly executed IRS Form W-9 by the Sellers; (vi) a certificate from NewCothe Sellers, in form and substance reasonably satisfactory to the Buyer, certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied, as applicable; (vii) a copy of the Escrow Agreement duly executed by the Sellers; (viii) a certificate of the Secretary or Officer of each of the Sellers, dated as of the Closing Date, certifying (A) the organizational documents of the Sellers and the Target Entities; (B) the incumbency of each officer of the Sellers and the Target Entities executing this Agreement or the Transaction Documents and any other agreement, document or instrument contemplated hereby or thereby and (C) the written consentauthorization of the directors (or equivalent) of the Sellers and the Target Entities approving this Agreement and the Transaction Documents and all other agreements and documents contemplated hereby and thereby; (ix) to the extent such entity is organized in the U.S., certificates of the Secretaries of State (or other applicable office) in which the Sellers, the Target Entities and the Company Subsidiaries is organized, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to its good standing (if applicable); (x) a counterpart of each Transaction Document to which the Sellers, the Target Entities or the Company Subsidiaries are party, duly executed by such Person; (xi) any applicable releases, termination statements or other similar documentation, in form and substance reasonably acceptable satisfactory to Acquirorthe Buyer, from each releasing and terminating any and all Encumbrances relating to Indebtedness of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by Target Entities or the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇Subsidiaries for borrowed money; and (xii) any documentation in form and substance reasonably satisfactory to the Termination Agreement, duly executed by Buyer necessary to effect the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇transfer of the shares in Bushnell Japan. (b) Acquiror The Buyer shall pay make or deliver or cause to be paid made or delivered (as applicable):delivered: (i) on the Closing Date, the following payments: (A) to NewCothe Sellers, the Estimated Total Stock Purchase Consideration (Price less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6)Amount, paid by wire transfer of immediately available funds to the bank account or accounts account(s) designated in writing by NewCo on the Payment Schedule delivered pursuant Sellers to Section 2.4(a)(i)(Bthe Buyer at least five (5) in Business Days prior to the amounts set forth thereinClosing Date; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; and (C) the Estimated Transaction Expenses, which shall be sent by the Buyer to the Persons entitled thereto by wire transfer of immediately available funds in accordance with wire instructions provided by the Sellers to the Buyer at least five (5) Business Days prior to the Closing Date. (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquirorthe Buyer, in form and substance reasonably satisfactory to NewCothe Sellers, certifying that the conditions set forth in Sections 9.1 8.2(a) and 9.2 8.2(b) have been satisfied, as applicable; (iii) the Transition Services Agreement duly executed by the Buyer; and (iv) a copy of the Escrow Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall Buyer will deliver or cause to be delivered to AcquirorSeller: (i) a certificate from the (1) California Secretary Purchase Price by wire transfer of State and (2) Franchise Tax Board immediately available funds to an account of the State of California, Seller designated in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days writing by Seller to Buyer prior to the Closing Date;Closing; and (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), confirmation in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt Seller that the aggregate net revenue of the Company for borrowed money promptly following the payment month of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror December 2018 was no later less than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇$650,000. (b) Acquiror shall pay or Seller will deliver or cause to be paid or delivered (as applicable):Buyer: (i) a stock certificate evidencing the following payments:Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by a stock power or other instrument of transfer duly executed; (Aii) as part of the Contribution and Distribution Transactions and simultaneously with the transfer of the Purchase Price to NewCoSeller, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid $400,000 by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses2.01(b)(ii), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) intellectual property assignments for the transfer to NewCo, an executed copy the Company of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (ivtrademarks set forth on Schedule 2.01(b)(iii) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCoBuyer and in proper form for filing with the U.S. Patent Trademark Office; (iv) documentation in customary form and substance reasonably satisfactory to Buyer to evidence the consummation of all other transactions that comprise the Contribution and Distribution Transactions; (v) from the senior lenders of Seller documents reflecting the release of all Encumbrances held by such lenders against any of the Shares or assets of the Company and releasing the Company as an obligor under the Seller’s credit facility described on Schedule 2.03(b)(v), certifying in customary form and substance reasonably satisfactory to Buyer; (vi) certified copies of the resolutions of the Board of Directors of Seller approving the transactions contemplated by this Agreement; (vii) the written resignations duly executed by the directors and officers of the Company that the conditions are officers of Seller as set forth on Schedule 2.03(b)(vii); (viii) a certification of non-foreign status of Seller in Sections 9.1 the form attached hereto as Exhibit A; and (ix) an accounts receivable report reflecting all outstanding accounts receivable and 9.2 have been satisfiedaccounts payable of the Company as of December 27, as applicable2018.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representativeshall deliver or cause to be delivered: (i) to Carlyle Buyer, NewCo and/or (A) certificates representing the CompanyCarlyle Buyer Purchased Units, together with duly executed assignments or other instruments of transfer with respect to the transfer of such Units, duly executed by an authorized officer of Seller, (B) a cross-receipt duly executed by Seller acknowledging receipt by Seller of the Carlyle Buyer Purchase Price and (C) such other documents and other instruments as may be otherwise necessary to evidence and effect the purchase and sale of the Carlyle Buyer Purchased Units; (ii) to T&D, (A) certificates representing the T&D Purchased Units, together with duly executed assignments or other instruments of transfer with respect to the transfer of such Units, duly executed by an authorized officer of Seller, (B) a cross-receipt duly executed by Seller acknowledging receipt by Seller of the T&D Purchase Price and (C) such other documents and other instruments as may be otherwise necessary to evidence and effect the purchase and sale of the T&D Purchased Units; and (iii) to each Purchaser, (A) the certificates of Seller contemplated by Section 6.02(a)(i) and Section 6.02(a)(ii), each duly executed by an authorized officer of Seller, (B) a certification of non-foreign status, for purposes of Section 897 and 1445 of the Code, and an IRS Form W-9, (C) each Closing Transaction Agreement and (solely where all Required Approvals in respect of such Post-Closing Transaction Agreements have been received) each Post-Closing Transaction Agreement to which Seller or any Seller Party (including the Company and each Company Subsidiary, as applicable) is a party (to the extent not previously entered into), duly executed by Seller and all such Seller Parties, as applicable and (D) letters of resignation from all but one of the managers appointed by Seller to the board of managers of the Company (the “Board”). (b) Carlyle Buyer shall deliver or cause to be delivered to AcquirorSeller: (i) payment, by wire transfer to a certificate from the bank account designated in writing by Seller (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) such designation to be made at least two Business Days prior to before the Closing Date), of immediately available funds in an amount equal to the Carlyle Buyer Purchase Price as determined pursuant to Section 1.01(a). (ii) the certificates of Carlyle Buyer contemplated by Section 6.03(a) and Section 6.03(b), each duly executed by an authorized representative of Carlyle Buyer; (iii) a cross-receipt duly executed by an authorized representative of Carlyle Buyer acknowledging receipt by Carlyle Buyer of the certificates representing the Carlyle Buyer Purchased Units; and (iv) such other documents and other instruments as may be otherwise necessary to evidence and effect the purchase and sale of the Carlyle Buyer Purchased Units. (c) T&D shall deliver or cause to be delivered to Seller: (i) payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two Business Days before the Closing Date), of immediately available funds in an amount equal to the T&D Purchase Price as determined pursuant to Section 1.01(b); (ii) the Payoff Letterscertificates of T&D contemplated by Section 6.03(a) and Section 6.03(b), each duly executed by the applicable holders an authorized officer of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff LetterT&D; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of noncross-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor receipt duly executed by the spouse an authorized officer of such Seller Guarantor; (x) the Escrow Agreement, duly executed T&D acknowledging receipt by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) T&D of the Company Disclosure Letter, certificates representing the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇T&D Purchased Units; and (iv) such other documents and other instruments as may be otherwise necessary to NewCoevidence and effect the purchase and sale of the T&D Purchased Units. (d) Each party hereto shall deliver to the other parties hereto (i) the Amended and Restated Operating Agreement, a duly executed by such party (other than Carlyle Holdings and T&D Holdings) and (ii) copies (or other evidence) of receipt of all of its Required Approvals in satisfaction of Section 6.01(a). (e) Each of Carlyle Buyer and T&D shall be entitled to deduct and withhold from the consideration otherwise payable by it to Seller pursuant to this Agreement such amounts as it is required under Law to deduct and withhold with respect to the making of such payment and to the extent that amounts are so withheld and properly remitted to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to and received by Seller, provided, however, that (i) assuming the certificate from an officer of Acquirordescribed in Section 1.04(a)(iii)(B) is delivered at the Closing, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfiedneither Carlyle Buyer nor T&D, as applicable, is aware of any requirement of Law as of the date hereof under which it must withhold from the consideration otherwise payable to Seller pursuant to this Agreement, (ii) Carlyle Buyer or T&D, as applicable, shall provide prior notice to Seller of any such requirement to deduct and withhold with respect to the making of such payment and (iii) Carlyle Buyer or T&D, as applicable and Seller shall each negotiate in good faith to mitigate any potential obligations under Law to deduct and withhold from the consideration payable by Carlyle Buyer or T&D, as applicable, to Seller pursuant to this Agreement.

Transactions to be Effected at the Closing. At or prior to the Closing, the following transactions shall be effected by the parties Parties to this Agreement: (a) Seller Representative, NewCo The Sellers and/or the Company, as applicable applicable, shall deliver deliver, or cause to be delivered delivered, to Acquirorthe Buyer: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquirorthe Buyer, of the records of the Company Shares (in book-entry form); (ii) evidence, in form and substance reasonably satisfactory to the Buyer, of the resignations or removal of the members of the Board of Directors (or similar governing body) and officers of the Company and the officers of the Company Subsidiary as requested by Acquiror no later than two the Buyer in writing at least five (25) Business Days days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (viiiii) a duly executed certificate from the Company, stating that the Company is not, and has not been within the period described in Section 897(c)(1)(A) of non-foreign statusthe Code, in form and substance reasonably satisfactory a “United States real property holding corporation” pursuant to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(21445(b)(3) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viiiiv) a written consent, in form and substance reasonably acceptable to Acquiror, certificate from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo Sellers and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCothe Buyer, certifying that the conditions set forth in Sections 9.1 8.2(a), 8.2(b) and 9.2 8.2(c) have been satisfied, as applicable; (v) any applicable releases, termination statements or other similar documentation, in form and substance reasonably satisfactory to the Buyer, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Indebtedness of the Company or the Company Subsidiary for borrowed money; (vi) each of the Transaction Documents duly executed by the Sellers or the Company, as applicable; (vii) a good standing certificate for the Company from the Secretary of State of the jurisdiction of its organization, dated no earlier than five (5) Business Days prior to the Closing Date; and (viii) such other agreements, consents, documents, instruments and writings as are reasonably requested by the Buyer to be delivered by the Sellers or the Company pursuant to this Agreement or otherwise reasonably required to consummate the transactions contemplated hereby. (b) The Buyer shall make or deliver, or cause to be made or delivered, to the Company and/or the Sellers, as applicable: (i) subject to the limitations set forth in Section 2.3, to each Seller, in exchange for the Company Shares held by such Seller, such portion of the Closing Equity Consideration as set forth across from such Seller’s name on Exhibit A deliverable to such Seller; (ii) to the Sellers, a certificate from the Buyer, in form and substance reasonably satisfactory to the Sellers, certifying that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (iii) evidence, in form and substance reasonably satisfactory to Company, of the full payment and satisfactory performance of all obligations under the IP Promissory Note; and (iv) to the Sellers, the Transaction Documents, duly executed by the Buyer.

Transactions to be Effected at the Closing. At or prior to the Closing, Closing (as the following transactions shall be effected by the parties to this Agreement:case may be): (a) Seller Representative, NewCo and/or the Company, as applicable 5.2.1. The Sellers shall deliver or cause to be delivered to AcquirorPurchaser: (ia) the Share Registration Book of the Company evidencing the ownership of the Shares by the Sellers and that they are unencumbered, and the Share Registration Book of the Operating Company evidencing the ownership of the shares of the Operating Company by the Company and FrHolding72 and that they are unencumbered; (b) certificates of a certificate from duly authorized Representative of the Sellers certifying that at Closing the closing conditions set forth in Articles 3.1 (1with respect to the conditions applicable to the Sellers) California Secretary and 3.2 have been satisfied; (c) the respective transfer book orders (termos de transferência de ações) of State the Shares to the Purchaser and the share transfer books of the Company and of the Operating Company; (2d) Franchise Tax all Shareholders’ Meeting, Board of the State Directors’ and Officers’ meeting Books of California, in each case, certifying that the Company is in good standing and dated no earlier than ten the Company Subsidiaries, their respective ByLaws and all amendments thereto; (10e) Business Days except with respect to the Persons identified by Purchaser to the Sellers, at least 30 (thirty) days prior to the Closing Date; , resignations of each director (iimembro do conselho de administração) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation officers (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrancesdiretores) relating to Debt of the Company for borrowed money promptly following and each Company Subsidiary by means of which the payment directors (membro do conselho de administração) and officers (diretores) shall release the Company or the relevant Company Subsidiary, completely and irrevocably, from all their respective obligations vis-à-vis those individuals with respect to their holding positions of director or officer, as the amount set forth in such Payoff Letter; (iii) a final invoice case may be, with nothing more to claim from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificateCompany or the relevant Company Subsidiary, dated with effect as of the Closing Date, it being further established that, in the case of the Secretary or executive officer officers and directors above mentioned, resignation shall operate only with respect to their corporate duties and positions of officers, and not with respect to their employment agreement; and (f) a certificate issued by each of the Company, Sellers confirming that the representations and warranties of Sellers contained in form Articles 7.1.5 and substance reasonably satisfactory 7.2.4 are true and correct in all material respects as of the Closing. 5.2.2. Purchaser shall deliver or cause to Acquiror, be delivered to the Sellers: (a) a certificate of a duly authorized Representative of the Purchaser certifying that the closing conditions set forth in Sections 10.1(a), 10.2(aArticles 3.1 (with respect to the conditions applicable to Purchaser) and 10.3 3.3 have been satisfied; (vb) the payment of the Cash Consideration, as adjusted pursuant to Article 2.2.1, including evidence of the wire transfers referred to in Article 2.1(i) hereof; (c) copies of the DARFs with evidence of payment of the withholding income tax on capital gains pursuant to Article 2.1.2 above; (d) the certificates of the bank responsible for the registration of the Stock Consideration Shares representing the Stock Consideration payment evidencing the ownership of the Stock Consideration by the Sellers, and that it is unencumbered; (i) an extraordinary general meeting of shareholders of the Company to take place in order to accept the resignation of the directors (membros do conselho de administração) and elect the new members of the Company’s board of directors; (ii) a certificateboard of directors meeting shall take place in order to accept the resignation of the officers (diretores) and to elect the new officers of the Company; (iii) an extraordinary general meeting of shareholders of the Operating Company to take place in order to accept the resignation of the officers and to elect the new officers of the Operating Company; and (f) letters from the Company and the Operating Company, dated executed by the officers (diretores) appointed by Purchaser, releasing the directors (membros do conselho de administração) and officers of the Company and the Operating Company presenting resignation letters at Closing, completely and irrevocably, from all their obligations, with nothing more to claim from such persons except for fraud or criminal offense, with effect as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein; (B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (iii) to NewCo, an executed copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇; and (iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior Purchaser shall deliver to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (xii) the Termination Agreement, duly executed by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable): (i) the following payments: (A) to NewCopayment, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo Seller, in an amount equal to GBP 230,000,000 (to be paid in USD in an amount equal to USD 301,277,000 based on a GBP into USD exchange rate of 1.3099) and (B) the Payment Schedule delivered pursuant Subordinated Promissory Note, the principal amount of which shall be equal to Section 2.4(a)(i)(B) in the amounts set forth thereinGBP 562,490,000; (Bii) to the holders each of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the ClosingSeller, the Company and Purchaser shall make payments to each Person execute and deliver a share transfer form substantially in the amount of the Transaction Bonus set forth opposite such Person’s name on the form attached hereto as Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇1.03(a)(ii); (iii) Seller and the Company shall deliver to NewCo, an executed Purchaser a copy of the resolutions authorizing ▇▇▇▇▇▇▇▇’s executionregister of the shareholders of the Company (the “Register”), delivery with the original Register to be retained at the registered office of the Company, duly updated to reflect the transfer of the Shares from Seller to Purchaser; (iv) Purchaser shall deliver to Seller a copy of a written shareholder resolution of Purchaser, in its capacity as the sole shareholder of the Company, to be effective immediately following the Closing, which written shareholder resolution shall (A) grant interim discharge to the resigning managers of the Company previously disclosed to Purchaser from their duties as managers and performance undertake to do all things necessary to give effect to such interim discharge pending the grant of this Agreement final discharge in respect of such managers, (B) undertake to grant final discharge to the resigning managers of the Company from their duties as managers of the Company on approval of the annual accounts for the year ending December 31, 2017 (except in the case of fraud by any such manager) and do all things necessary to give effect to such final discharge and (C) appoint replacement managers to the Acquiror Ancillary Agreements board of managers of the Company with effect from the Closing; (v) Seller shall deliver to Purchaser a certificate of non-registration of judicial proceedings issued by the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg); (vi) Seller shall deliver to Purchaser a copy of the consummation Waiver Letter; (vii) the Company shall deliver, or cause to be delivered, to Purchaser the resignation letters of those individuals identified in Section 1.03(a)(vii) of the Seller Disclosure Letter in their capacities as members of the board of directors (or comparable governing body) of each Group Company and officers of each Group Company, such resignation letters to include customary mutual release of liability and waiver provisions and be effective immediately after the Closing and acknowledging that such director or manager, as applicable, has no claim against any Group Company in its capacity as such; (viii) Seller shall deliver to Purchaser a certificate or certificates in compliance with Treasury Regulations Section 1.1445-2, certifying that the transactions contemplated hereunder hereby are exempt from withholding under Section 1445 of the Code; (ix) Seller shall deliver to Purchaser (A) board resolutions of Seller authorizing the sale and ▇▇▇▇▇▇▇▇▇▇transfer of the Shares and the execution by Seller of this Agreement, each of the documents to be signed by it on or before the Closing Date and any other documents required to be delivered by it under or in connection with this Agreement, and (B) board resolutions of the Company acknowledging the sale and transfer of the Shares and the execution by the Company of this Agreement, each of the documents to be signed by it on or before the Closing Date and any other documents required to be delivered by it under or in connection with this Agreement; and (ivx) Purchaser shall deliver to NewCoSeller (A) board resolutions of Purchaser authorizing the purchase of the Shares and the execution by Purchaser of this Agreement, a certificate from an officer each of Acquirorthe documents to be signed by it on or before the Closing Date and any other documents required to be delivered by it, in form each case under or in connection with this Agreement, and substance reasonably satisfactory (B) resolutions of the special committee of the board of directors of Parent (the “Special Committee”) authorizing the execution by Parent of this Agreement, each of the documents to NewCobe signed by it on or before the Closing Date and any other documents required to be delivered by it under or in connection with this Agreement. (b) Promptly following the Closing, certifying that Purchaser shall file a notice with the conditions set forth Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) in Sections 9.1 and 9.2 have been satisfiedrelation to the transfer of the Shares from Seller to Purchaser, as applicablefor such transfer to be published in the Recueil Electronique des Sociétés et Associations.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable Purchaser shall deliver or cause to be delivered to AcquirorSeller: (i) a certificate from the (1) California Secretary Purchase Price by wire transfer of State and (2) Franchise Tax Board of the State of California, immediately available funds to an account designated in each case, certifying that the Company is in good standing and dated writing by Seller to Purchaser no earlier later than ten (10) two Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders a certified resolution of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt Members of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor; (x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent; (xi) the Restrictive Covenant Agreement, duly executed by the Company and ▇Purchaser authorizing Ro▇▇▇▇ ▇▇▇▇▇▇▇, one of the Members of Purchaser, to enter into and consummate the transactions contemplated by this Agreement on behalf of Purchaser and certified Articles of Organization, together with a Good Standing Certificate issued by the State of California; and (xiiiii) a fully executed copy of the Termination Agreement, duly executed side letter by and among the Company and ▇Ro▇▇▇▇ ▇▇▇▇▇▇▇. (b) Acquiror At the Closing, Seller shall pay or deliver or cause to be paid or delivered (as applicable):Purchaser the following: (i) stock certificates evidencing the following payments: (A) to NewCoShares, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount free and (2) the aggregate amount payable pursuant to Schedule 7.6)clear of all Liens, paid duly endorsed in blank or accompanied by wire stock powers or other instruments of transfer of immediately available funds to the bank account or accounts designated duly executed in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth thereinblank with all required stock transfer tax stamps affixed thereto; (Bii) to the holders of Debt for borrowed money identified on Schedule 3.9(c) a certified resolution of the Company Disclosure LetterBoard of Directors of Seller authorizing Seller to enter into and consummate the transactions contemplated by this Agreement on behalf of Seller and certified Certificate of Incorporation and By-Laws of Seller, together with a Good Standing Certificate issued by the respective amounts set forth in each Payoff Letter, paid by wire transfer State of immediately available funds to the bank account or accounts designated on the Payment Schedule; (C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system; (D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and (E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement; (ii) to NewCo, the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇Delaware; (iii) to NewCo, an executed copy a certificate of non-foreign status satisfying the resolutions authorizing ▇▇▇▇▇▇▇▇’s execution, delivery and performance requirements of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and ▇▇▇▇▇▇▇▇▇▇Treasury Regulations Section 1.1445-2(b); and (iv) written resignations dated as of the Closing Date and effective as of the Closing executed by the officers and directors of the Company who are not to NewCo, a certificate from an officer continue as officers or directors of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicableCompany after the Closing Date.