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

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Seller: (A) the Closing Date Payment by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer no later than five Business Days prior to the Closing Date; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and; (C) the Escrow Agreement. (b) At the Closing, Seller shall: (i) deliver to Buyer: (A) stock certificates evidencing the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement. (ii) deliver to the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver Deliver to Seller: (A) the Closing Date Payment by wire transfer of immediately available funds to an Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank account designated in writing by Seller at least one (1) Business Day prior to the Closing; (B) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (C) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than five two (2) Business Days prior to after the Closing Date; and (Bv) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 Deposit $233,199.75 of this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount cash (such amount, including any interest or other amounts earned thereonthe “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), if any, which shall be established pursuant to that certain Consent and less any disbursements therefrom in accordance with Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the PPP Loan Escrow Agent”), to be held for substantially in the purpose form of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Exhibit C attached hereto, which PPP Loan Escrow Amount (such amount, including inclusive of any interest or other and earnings thereon) will be the exclusive source to satisfy any amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of owed by Buyer to Seller set forth in ARTICLE VIII and the obligations of Seller in pursuant to Section 2.04(d) and Section 6.09 and5.07; (C) the Escrow Agreement. (b) At the Closing, Seller shall: (i) deliver Deliver to Buyer: (A) stock certificates evidencing an assignment of the Shares, free Membership Interests to Buyer in form and clear of all Encumbrances, other than those imposed by applicable securities lawssubstance satisfactory to Buyer (the “Assignment Agreement”), duly endorsed executed by Seller; (B) written resignation, effective as of the Closing Date, of Seller in blank or accompanied by stock powers or other instruments his capacities as officer and manager of transfer the Company; (C) the Ancillary Documents, each duly executed by Seller; (D) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, the Company and Buyer in blank, with all required stock transfer tax stamps affixed theretoform and substance satisfactory to Buyer; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement. (ii) deliver to Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; (ii) to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected: (a) Buyer shall:shall deliver (or cause to be delivered): (i) deliver to Seller: (A) the Closing Date Payment Sellers, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer no later than five the Sellers at least two (2) Business Days prior to the Closing Date; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior an amount equal to the Closing pursuant to Section 7.03 of this Agreement.Estimated Purchase Price; (ii) pay, on behalf of to such parties to whom any Unpaid Business Transaction Expenses are payable pursuant to the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies instruction delivered pursuant to be paid at ClosingSection 2.2(b), by wire transfer of immediately available funds to such bank account or bank accounts designated pursuant to Section 2.2(b), the accounts and applicable amount set forth in the amounts specified on the Closing Indebtedness Certificateinstruction delivered pursuant to Section 2.2(b); (Biii) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in Sellers, the amounts specified on the Closing Transaction Expenses Certificatecertificate contemplated by Section 8.3; and (Civ) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) Sellers a duly executed counterpart to each of the Purchase Price Adjustment Escrow Amount (such amount, including Ancillary Agreements to which Buyer or any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and; (C) the Escrow Agreementits Affiliates is a party. (b) At the Closing, Seller shall:Sellers shall deliver (or cause to be delivered): (i) deliver to Buyer:, appropriate instruments of transfer, including the Piedras Transfer Agreement, and subject to the proviso in Section 2.1(c), evidencing the transfer of the Transferred Interests to Buyer; (Aii) to Buyer, certificates representing the issued and outstanding shares of capital stock of any of the Business Subsidiaries (to the extent such shares are certificated); (iii) to Buyer, the certificates evidencing contemplated by Section 7.3; (iv) to Buyer, the Shares, free certificates and clear of all Encumbrances, other than those imposed documents contemplated by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoSection 6.15(b)(i) and (h); and (Bv) to Buyer a duly executed counterpart to each of the Ancillary Documents and all other agreements, documents, instruments Agreements to which the Sellers or certificates required to be delivered by Seller or any of their Affiliates is a party; (c) LSCC shall assign the Company at or prior Business JV Commercial Agreements relating to the Closing pursuant Two ▇▇▇▇▇▇ ▇▇ to Section 7.02 of this Agreement.Buyer, to the extent assignment is permitted under the terms thereof or consent to assignment has been obtained; (iid) deliver so long as a JV Closing Deferral Event has not occurred with respect to the Escrow Agreement Allied Interests and the Allied ROFR has not been exercised, Lehigh shall assign the Business JV Commercial Agreements relating to the Escrow AgentAllied JV to Buyer, to the extent assignment is permitted under the terms thereof or consent to assignment has been obtained.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver the Cash Payment to Seller: (A) the Closing Date Payment Sellers, by wire transfer of immediately available funds to an account the accounts designated by each Seller in writing by Seller writing; (ii) deliver or cause to Buyer no later than five Business Days prior be delivered to the Closing DateSellers each of the following: (A) The Escrow Agreement, duly executed by the Buyer; (B) The Non-Competition and Non-Solicitation Agreements, each duly executed by the Buyer; and (BC) a certificate of the Ancillary Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to such resolutions are in full force and effect and are all the Closing pursuant to Section 7.03 of this Agreementresolutions adopted in connection with the transactions contemplated hereby and thereby. (iiiii) pay, on behalf of the Acquired Companies Company or SellerSellers, the following amounts: (A) the Estimated Indebtedness Amount of the Acquired Companies Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Estimated Closing Indebtedness Certificate;Statement; and (B) any the Estimated Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Estimated Closing Transaction Expenses Certificate; and (C) Seller’s FeesStatement. (iiiiv) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller Sellers in Section 2.04(d2.05(c), and for the avoidance of doubt, as set forth in the Escrow Agreement, the balance of the Purchase Price Adjustment Escrow Fund after payments, if any, pursuant to Section 2.05(c)(ii)(B) shall be released to Sellers within ten (10) Business Days of the determination and payment of the Net Adjustment Amount; (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII VII and the obligations of Seller in Section 2.04(d2.05(c) and Section 6.09 6.08; and; (C) the Escrow Agreement, duly executed by Buyer. (b) At the Closing, Seller shall: (i) Sellers shall deliver to Buyer: (Ai) stock certificates evidencing the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (Bii) The Escrow Agreement, duly executed by the Ancillary Documents Sellers and the Escrow Agent; (iii) The Non-Competition and Non-Solicitation Agreements, each duly executed by the applicable Seller and/or Key Personnel; (iv) Fully executed payoff letters and all other agreements, documents, instruments or certificates required to be related lien releases from the holders of all the Estimated Indebtedness Amounts and Estimated Transaction Expenses (which Sellers delivered by Seller or the Company at or prior to the Closing Date pursuant to Section 7.02 2.05 and as set forth on Section 2.04(b)(iv) of the Disclosure Schedule); (v) Evidence, satisfactory to the Buyer, that each of the Key Personnel has agreed to remain employed by the Company after the Closing on terms acceptable to the Buyer in its sole discretion, and such Key Personnel’s execution and delivery of the Non-Competition and Non-Solicitation Agreements, in the form prescribed by Buyer; (vi) All approvals, consents and waivers that are listed on Section 4.04 of the Disclosure Schedules; (vii) Resignations of the directors and officers of the Company; (viii) Good standing certificate (or its equivalent) for the Company from the Secretary of State or similar Governmental Authority of Michigan and each jurisdiction in which the Company is qualified to do business; (ix) a duly executed certificate compliant with Treasury Regulation 1.1445-2(b)(2) and the regulations thereunder establishing from each Seller that such Seller is not a foreign Person within the meaning of Section 1445 of the Code; and (x) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Company certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this AgreementAgreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ii) deliver to the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. ​ (a) At the Closing, Buyer shall:: ​ (i) deliver Deliver to Seller: (A) the Closing Date Payment by wire transfer of immediately available funds to an Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank account designated in writing by Seller to Buyer no later than five at least one (1) Business Days Day prior to the Closing DateClosing; and​ (B) the Ancillary Documents and all other agreementsDocuments, documents, instruments or certificates required to be delivered each duly executed by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificateextent Buyer is a party thereto; and (C) SellerEvidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s Fees.officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; ​ (ii) Deliver to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; ​ ​ ​ (iii) deliver Deliver to the Escrow Agent:Agent the Escrow Agreement; ​ (Aiv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the Purchase Price Adjustment Escrow Amount stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and ​ (v) Deposit $233,199.75 of cash (such amount, including any interest or other amounts earned thereonthe “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), if any, which shall be established pursuant to that certain Consent and less any disbursements therefrom in accordance with Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the PPP Loan Escrow Agent”), to be held for substantially in the purpose form of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Exhibit C attached hereto, which PPP Loan Escrow Amount (such amount, including inclusive of any interest or other and earnings thereon) will be the exclusive source to satisfy any amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of owed by Buyer to Seller set forth in ARTICLE VIII and the obligations of Seller in pursuant to Section 2.04(d) and Section 6.09 and; (C) the Escrow Agreement.5.07; ​ (b) At the Closing, Seller shall:: ​ (i) deliver Deliver to Buyer:: ​ (A) stock certificates evidencing an assignment of the Shares, free Membership Interests to Buyer in form and clear of all Encumbrances, other than those imposed by applicable securities lawssubstance satisfactory to Buyer (the “Assignment Agreement”), duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoSeller; and​ (B) written resignation, effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents and all other agreementsDocuments, documentseach duly executed by Seller; ​ (D) a release by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, instruments or certificates required to be delivered by Seller or the Company at or prior and Buyer in form and substance satisfactory to the Closing pursuant to Section 7.02 of this Agreement.Buyer; and ​ (ii) deliver to Deliver the Escrow Agreement to the Escrow Agent.. ​ (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: ​ (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; ​ ​ ​ ​ (ii) to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow Agreement. ​

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver to the Sellers the Purchase Price as follows: (i) deliver to Seller: $2,500,000 in cash (net of the Advance), with (A) [$1.2 million] being paid to the Closing Date Payment Preferred Holders in the amounts set forth opposite each such Holder’s name on Schedule A and (B) [$1.3 million] being paid to the Sellers, after the deduction of certain fees and expenses, in the amounts set forth opposite each such Seller’s name on Schedule B, in each case by wire transfer of immediately available funds to an account the respective accounts designated in writing by Seller thereby to Buyer no later than five Business Days Buyer; (ii) $1,500,000 in unregistered shares of Common Stock to the Sellers, or an aggregate of ___ such shares (the “Share Consideration”) calculated based on a price per share equal to 90% of the volume weighted-average closing price per share of Common Stock as quoted on the NASDAQ for the 30 trading days prior to the date of delivery of such shares (“the Share Issuance Formula”) as of the date immediately preceding the Closing Date, as further set forth in Schedule C; (iii) An aggregate of $1,000,000 in senior secured promissory notes delivered to the Sellers (the “Seller Notes”), as further set forth in Schedule D, which Seller Notes shall be on substantially the terms and conditions as set forth on Exhibit B to this Agreement; (iv) $1,200,000 in cash (the “AR Payments”), which amount shall be due and payable from time to time on and after the Closing Date pursuant to the terms of Section 2.1 below, which AR Payments may be adjusted pursuant to Section 2.2 of this Agreement; (v) the Security Agreement and the Pledge Agreement, in each case duly executed by an authorized executive officer of Buyer; (vi) an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., outside corporate counsel of Buyer, substantially in the form of the legal opinion set forth on Schedule E; and (Bvii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and; (C) the Escrow Agreement. (b) At the Closing, Seller shall: (i) Sellers and/or the Company shall deliver to Buyer: (Ai) stock original certificates evidencing for the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, Purchased Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed endorsed in blank; (ii) all other documents and instruments reasonably necessary to vest in Buyer all of Sellers’ right, title and interest in and to the Purchased Shares; (iii) a statement representing the calculation of Net Working Capital, with supporting documentation, prepared as of the most practicable date prior to Closing; (iv) a certificate of good standing for the Company from the State of Delaware, dated a reasonable date prior to the Closing Date; (v) duly signed resignations, effective immediately upon the Closing, of all required stock transfer tax stamps affixed theretodirectors of their position as a director of the Company; provided that no such resignation by any individual shall be a resignation from employment with the Company if such individual is so employed; and (Bvi) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company or Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement. (ii) deliver to the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Seller: the Sellers: (A) the Closing Date Payment by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer no later than five Business Days prior to the Closing Date; and Initial Payment, less (B) the Ancillary Documents Purchase Price Adjustment Escrow Amount, and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to less (C) the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at ClosingIndemnity Escrow Amount, by wire transfer of immediately available funds to the one or more accounts and designated in the amounts specified on writing by Sellers to Buyer no later than three (3) Business Days prior to the Closing Indebtedness CertificateDate; (Bii) any Transaction Expenses unpaid at Closingdeliver to the Sellers’ Representative the Ancillary Documents, duly executed by ▇▇▇▇▇; (iii) deliver to the holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from any Seller or the Company to the accounts and in the amounts specified such holders of outstanding Indebtedness as set forth on the Closing Statement; (iv) deliver to the designated third parties by wire transfer of immediately available funds that amount of money due and owing from any Seller or the Company to such third parties as Transaction Expenses Certificateas set forth on the Closing Statement; and (C) Seller’s Fees. (iiiv) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller Sellers in Section 2.04(d); (B) the Indemnification Indemnity Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Indemnity Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller Sellers in Section 2.04(d) and Section 6.09 7.02; and; (C) the Escrow Agreement, duly executed by ▇▇▇▇▇. (b) At the Closing, each Seller shall deliver to Buyer: (i) an assignment of the Purchased Interests in a form reasonably satisfactory to Buyer, duly executed by such Seller; (ii) the Ancillary Documents to which such Seller is a party, duly executed by such Seller; (iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Code, duly executed by such Seller; and (i) such other documents or instruments as Buyer may reasonably request. (c) At the Closing, Sellers’ Representative shall: (i) deliver to Buyer: (A) stock certificates evidencing Buyer and the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities lawsEscrow Agent the Escrow Agreement, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement.Sellers’ Representative; (ii) deliver to Buyer all approvals, consents and waivers that are listed on Section 3.05 of the Escrow Disclosure Schedules, duly executed by the counterparts thereof; (iii) deliver to Buyer resignations of the managers and officers of the Company requested pursuant to Section 5.01; (iv) deliver to Buyer a good standing certificate (or its equivalent) for the Company from the Secretary of State of the State of California and each other jurisdiction in which the Company is required to be registered to do business as a foreign corporation; (v) deliver to Buyer a Second Amendment to Operating Agreement for the Company, duly executed by the parties therto; and (vi) deliver to the Escrow AgentBuyer such other documents or instruments as Buyer may reasonably request.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) shall deliver to Seller: (Ai) $30,937,500 of the Closing Date Payment Payment, less an amount equal to Seller’s share of the Shared Costs (to the extent such Shared Costs are paid by Buyer on Seller’s behalf at or before Closing) and any other applicable amounts payable by, or charged to, Seller at Closing and less the amount by which the actual amount of PRE’s Cash as of the Effective Time is less than the Target Cash Amount, by wire transfer of immediately available funds to an a bank account of Seller designated in writing by Seller to Buyer no later than five two (2) Business Days prior to the Closing Date; (ii) the Note in the principal amount of the balance of the Closing Payment, the Credit Agreement, the Security Agreement and the Mortgage, each duly executed by PRE; (iii) the Pledge Agreement, duly executed by PRE Holdings and PRE; (iv) the LOC Indemnity Agreement, duly executed by Buyer and PRE; and (Bv) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and; (C) the Escrow Agreement6.3. (b) At the Closing, Seller shall: (i) shall deliver to Buyer: (i) an assignment instrument in form and substance reasonably acceptable to Buyer for the sale, assignment and transfer of the LRE Membership Interest to Buyer (the “Membership Interest Assignment”); (ii) the Credit Agreement, the Security Agreement, the Pledge Agreement and the LOC Indemnity Agreement, each duly executed by Parent; (iii) a certificate pursuant to Section 1445(b)(2) of the Code, providing that Seller is classified for U.S. federal income Tax purposes as a disregarded entity, and that the sole owner of Seller is not a foreign person, substantially in the form provided in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) (the “FIRPTA Certificate”); provided that in the event that Seller fails to cause such FIRPTA Certificate to be delivered pursuant to this clause (iii) Buyer may make an appropriate withholding to the extent required by Section 1445 of the Code; (iv) a certificate, in form and substance reasonably satisfactory to Buyer, executed by an authorized officer or manager of Seller certifying as of the Closing Date (A) stock certificates a true and correct copy of the certificate of formation of Seller, as amended; (B) a true and correct copy of the limited liability company action of Seller and each Acquired Company authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby; (C) the authority and incumbency of the Representatives of Seller executing this Agreement; (D) true and correct copies of Seller’s and each Acquired Company’s Organizational Documents and (E) a good standing certificate for Seller and each Acquired Company issued by the jurisdiction of its formation, respectively, in each case dated no earlier than ten (10) Business Days prior to the Closing Date; (v) appropriate termination statements under the Uniform Commercial Code, and such other documents and instruments (including consents and waivers) as may be reasonably requested by Buyer, evidencing the Shares, free repayment and clear otherwise complete satisfaction of all EncumbrancesIndebtedness; (vi) Books and Records (at Closing or as soon as reasonably practical thereafter) regardless of whether held at the Facilities or held by Seller or an Affiliate of the Acquired Companies; (vii) An original of a general release from Seller and Parent, other than those imposed by applicable securities lawsin the form attached hereto as Exhibit J, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoSeller and Parent; and (Bviii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement6.2. (ii) deliver to the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver Deliver to SellerSellers: (A) the Closing Date Payment by wire transfer of immediately available funds to an account Sellers, ▇▇▇▇▇ ▇▇▇▇▇▇ and Elodie Crichi in the amounts set forth on Schedule B in the aggregate amount of Twenty Million Dollars ($20,000,000) by wire transfer to the bank accounts designated in writing by Seller each of the Sellers, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ at least one (1) Business Day prior to the Closing; (B) Notes to Sellers in the amounts set forth on Schedule B; (C) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (D) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to the Escrow Agent the Escrow Agreement; and (iii) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than five two (2) Business Days prior to after the Closing Date; and (Biv) Deposit $662,168.85 of cash (such amount, the Ancillary Documents “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and all other agreementsEscrow Agreement (the “PPP Loan Escrow Agreement”), documentsby and among the Company, instruments or certificates required the Sellers’ Representative and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit D attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to be delivered satisfy any amounts owed by Buyer at or prior to the Closing Sellers pursuant to Section 7.03 of this Agreement.6.11; (iib) payAt the Closing, on behalf each of the Acquired Companies or Seller, the following amountsSellers shall: (i) Deliver to Buyer: (A) Indebtedness an assignment of the Acquired Companies Membership Interests to be paid at ClosingBuyer in form and substance satisfactory to Buyer (the “Assignment Agreements”), duly executed by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificatesuch Seller; (B) any Transaction Expenses unpaid at Closingwritten resignation, by wire transfer effective as of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; andDate, of such Seller in his/her capacities as officer and manager of the Company, if applicable; (C) a counterpart to each of the Ancillary Documents, duly executed by such Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the case of the Escrow Agreement, the “Purchase Price Sellers’ Representative; (D) counterparts to the release by ▇▇▇▇▇ ▇▇▇▇▇▇ of Sellers, the Company and Buyer in form and substance satisfactory to Buyer, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇ and each of the Sellers; (E) counterparts to the release by Elodie Crichi of Sellers, the Company and Buyer in form and substance satisfactory to Buyer, duly executed by Elodie Crichi and each of the Sellers; and (ii) Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) subject to a Closing Share Adjustment Escrow Fund”as set forth in Section 2.02(a), to each of the Sellers, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of such Seller in the amounts set forth on Schedule B hereto representing in the aggregate a number of whole Buyer Shares (rounded down) by wire transfer of immediately available funds in an amount equal to an account designated by Seven Million Five Hundred Thousand Dollars ($7,500,000) at a per share price equal to the Issuance Price; and (ii) to the Escrow Agent, immediately available funds in the amount of Two Million Dollars ($2,000,000) (the “Escrow Holdback”) representing the cash to be held for the purpose of securing the any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller Sellers and the Company referenced in Section 2.04(d); Article VI; provided, that on the first (B1st) anniversary of the Indemnification Closing Date, any remaining Escrow Amount Holdback amount shall be released to the Sellers (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom pro rata in accordance with each Seller’s Pro Rata Share) pursuant to the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose terms of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and; (C) the Escrow Agreement. (b) At the Closing, Seller shall: (i) deliver to Buyer: (A) stock certificates evidencing the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement. (ii) deliver to the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver to the Pecos Entities and/or the Sellers, as appropriate: (i) deliver to Seller: (A) the portion of the Closing Date Payment to be paid to the Sellers under the terms hereof by wire transfer of immediately available funds to an account or accounts designated in writing by Seller the Pecos Entities or the Sellers Representative to Buyer no later than five one (1) Business Days Day prior to the Closing Date; (ii) non-competition, non-solicitation and confidentiality agreements with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Restricted Parties”) in the form of Exhibit B (the “Non-Competition Agreements”), duly executed by Buyer; (iii) the Restricted Unit Grant Agreement to ▇▇▇▇▇▇▇, duly executed by Buyer; (iv) the NGL Restricted Units issued to ▇▇▇▇▇▇▇; (v) the Stay Bonus Amount to be paid to Pecos on behalf of ▇▇▇▇▇▇▇ to an account or accounts designated in writing by the Pecos Entities or the Sellers Representative to Buyer no later than one (1) Business Day prior to the Closing Date; (vi) an acknowledgement of releases of each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the form of Exhibit C (the “Releases”), duly executed by Buyer; (vii) a counterpart to the Escrow Agreement, duly executed by Buyer; (viii) the Call Agreement, duly executed by Buyer; (ix) the Crude Petroleum Services Agreement, duly executed by Black Hawk (but, following Closing, controlled by Buyer) (x) the Cost Over-Run Protection Agreement and Right of First Refusal, duly executed by Buyer; (xi) the Alon Credit Enhancement Facility, duly executed by Buyer; (xii) a certificate, dated as of the Closing Date, duly executed by Buyer, to the effect that each of the conditions set forth in Section 6.3 have been satisfied; (xiii) a certificate, dated as of the Closing Date and executed by the Secretary of Buyer, certifying as to the organizational documents of Buyer, in reasonably customary form and substance; and (Bxiv) the Ancillary Documents evidence, in form and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior substance satisfactory to the Closing pursuant to Section 7.03 of Pecos Entities and the Sellers Representative (including, for this Agreement. (ii) paypurpose, on behalf of an executed receipt therefor), that Buyer has fully funded, contingent upon the Acquired Companies or SellerClosing, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and; (C) the Escrow AgreementExpense Reserve Amount. (b) At the Closing, Seller shall: (i) Sellers and/or the Pecos Entities, as appropriate, shall deliver to Buyer: (Ai) stock certificates evidencing the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other [Intentionally Left Blank] (ii) instruments of transfer duly executed in blank, relating to all of the Equity, in reasonably customary form and substance; (iii) a counterpart to the Escrow Agreement, duly executed by the Sellers Representative; (iv) a counterpart to each of the Non-Competition Agreements, duly executed by the Restricted Parties; (v) a counterpart to the Call Agreement, duly executed by the Sellers (or a subset thereof) or the Seller Designee(s), as appropriate; (vi) a counterpart to the Restricted Unit Grant Agreement, duly executed by ▇▇▇▇▇▇▇; (vii) the Crude Petroleum Services Agreement, duly executed by Toro; (viii) a counterpart to the Cost Over-Run Protection Agreement and Right of First Refusal, duly executed by Toro; (ix) a counterpart to the Alon Credit Enhancement Facility, duly executed by the credit enhancers referenced therein; (x) payoff letters with respect to all Indebtedness and termination statements, releases and other appropriate evidence (to the effect that no Liens exist against any of the Pecos Entities’ assets other than Permitted Encumbrances) in each case, to the extent requested by Buyer at least five (5) Business Days prior to Closing; (xi) the Releases, executed by the appropriate individual and the Pecos Entities; (xii) the Pecos Entities shall have delivered to Buyer, with respect to any Seller that is married as of the date hereof, or will be married (or remarried) between the date hereof and the Closing Date, an executed Spousal Consent; provided, however, no Spousal Consent shall be required stock hereunder if not required by Applicable Law to transfer tax stamps affixed theretoall right, title and interest to the applicable Seller’s Equity, in each case free and clear of any and all Liens other than restrictions on transfer arising under state and federal securities laws; (xiii) with respect to each Seller, a certificate conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2); (xiv) the resignations of each of the officers, managers, and controlpersons of the Pecos Entities, as directed by Buyer at least one (1) Business Day prior to the Closing Date; (xv) waivers, in reasonably customary form, by the Sellers and each of the Pecos Entities of all rights of first refusal and purchase options and consents to the transfer of the Equity to be transferred under this Agreement; (xvi) a certificate, dated as of the Closing Date, duly executed by the Sellers Representative, on behalf of each Seller, and each of the Pecos Entities, to the effect that each of the conditions set forth in Section 6.2 have been satisfied; (xvii) a certificate, dated as of the Closing Date and executed by the Secretary of each of the Pecos Entities, certifying as to the organizational documents of each of the Pecos Entities, in reasonably customary form and substance; and (Bxviii) certificates of existence and good standing of each of the Ancillary Documents and all other agreementsPecos Entities from the state of organization of each of the Pecos Entities, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to each dated within five (5) days of the Closing pursuant to Section 7.02 of this AgreementDate. (ii) deliver to the Escrow Agreement to the Escrow Agent.

Transactions to be Effected at the Closing. Simultaneously with the execution on delivery of this Agreement (a) At the “Closing, Buyer shall:”): (i) The Seller shall deliver to Sellerthe Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the Closing Date Payment resolutions consistent with Sections 3(b) and (p) as adopted by wire transfer the Company’s Board of immediately available funds to an account designated Directors (the “Board of Directors”), in writing by Seller to Buyer no later than five Business Days prior a form reasonably acceptable to the Closing Date; and Buyer, and (B) the Ancillary Documents organizational documents of the Company and all other agreementsthe Seller, documents, instruments or certificates required to be delivered by Buyer each as in effect at or prior to the Closing pursuant to Section 7.03 of this AgreementClosing. (ii) pay, on behalf of the Acquired Companies The Buyer shall deliver or Seller, the following amountscause to be delivered: (A) Indebtedness of the Acquired Companies to be paid at Closing, Aggregate Purchase Price by wire transfer of immediately available funds to the accounts and bank account(s) heretofore designated in writing by the amounts specified on the Closing Indebtedness CertificateSeller; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with Waiver duly executed by the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 andBuyer; (C) the Escrow Agreement. (b) At the Closing, Seller shall: (i) deliver to Buyer: (A) stock certificates evidencing the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer Second A&R Partnership Agreement duly executed in blankby the Buyer, with all required stock transfer tax stamps affixed thereto; and (BD) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered Registration Rights Agreement duly executed by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this AgreementBuyer. (ii) deliver to the Escrow Agreement to the Escrow Agent.