Common use of Closing Transactions Clause in Contracts

Closing Transactions. At Closing: (a) Each Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directly, as applicable, will deliver: (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1; (ii) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At ClosingSubject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions on the Closing Date: (a) Each Seller will the Company and the Merger Sub shall cause the transfer Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register.State of Delaware; (b) KTEC, acting on behalf the Purchaser shall deliver to the Agent the Closing Cash Payment Amount and for the account of Buyer, or Buyer directly, as applicable, will deliver: (i) Escrow Amount pursuant to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions terms and conditions of the Closing Date Cash Amount escrow and exchange agent agreement in form and substance substantially similar to Exhibit C attached hereto (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1“Escrow and Exchange Agreement”); (iic) the Controlling Stockholders shall deliver to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held Agent each of their Certificates and Options in accordance with the Escrow Agreement for and on behalf provisions of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1Section 1.07; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller the Purchaser shall deliver the Settlement Amount and the portion of Change of Control Amount which is not payable in connection with the Closing (which amount is set forth on Schedule 2.4(d) will enter into an indemnification agreement in 2 to the form of Exhibit 2.4(d) (collectivelySecondary Escrow, the "Indemnification Agreements") with the Company provided that such Schedule may be modified pursuant to which Section 6.09) to the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer Agent pursuant to the terms and Sellers' Representative will enter into an conditions of the secondary escrow agreement in the form of and substance substantially similar to Exhibit 2.4(e) D attached hereto (the "“Secondary Escrow Agreement"”); (e) within two Business Days of Closing the Purchaser shall pay the remaining portion of the Change of Control Amount (which is payable in connection with the Closing) to the individuals, and in the amounts, set forth on Schedule 1 (provided that such Schedule 1 may be modified pursuant to Section 6.09) to the Secondary Escrow Agent for purposes Amount (such amounts to be paid by Purchaser net of satisfying Sellers' obligations under Section 9the required withholding tax). (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations Purchaser shall deliver to the Representative the Holdback Amount; (g) the Purchaser shall repay, or cause to be repaid, on behalf of the directors Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Funded Debt as of the Acquired CompanyClosing, give such resigning directors discharge, by wire transfer of immediately available funds to the fullest extent permitted under applicable Legal Requirementsaccount(s) designated by the holders of such Funded Debt; (h) the Purchaser shall pay on behalf of the Company all Company Expenses that remain unpaid as of the Closing Date; and (i) the Purchaser, for the performance Company and the Representative (on behalf of their mandate during the accounting years 2012 Stockholders and 2013, and elect directors to fill the resulting vacancies on its Board of DirectorsOptionholders) shall make such other deliveries as are required by Article III hereof.

Closing Transactions. At Closing: (a) Each At the Closing, the Seller Representative will cause deliver to the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directly, as applicable, will deliverPurchaser: (i) an assignment of the uncertificated Membership Interests in the form of Exhibit A executed by each Seller (collectively, the “Seller Assignment”); (ii) resignations, in form reasonably satisfactory to an account designated by the Sellers' RepresentativePurchaser, an amount equal the aggregate of all Portions effective as of the Closing Date Cash Amount from those managers of the Company (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, solely with the account respect to be specified their manager designations but not from employment by the Sellers' Representative Company) as the Purchaser may have requested in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute prior to the Sellers in the amounts set forth on attached Schedule 1; (ii) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1Closing Date; (iii) a certificate of the manager of the Company dated as of the Closing Date and attaching with respect to each Sellerthe Company (A) the Company’s charter and all amendments thereto, certified by the Secretary of State of California not more than ten Business Days prior to the Closing Date; (B) the Company’s operating agreement and all amendments thereto; (C) a stock certificate representing that number of shares good ​ ​ ​ standing of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. Company certified by the Secretary of Consideration Shares" State of California, issued not more than five Business Days prior to the Closing Date; (collectively, D) all resolutions of the "Consideration Shares")board of managers of the Company relating to this Agreement and the transactions contemplated by this Agreement; andand (E) incumbency and signatures of the managers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(eC executed by the Seller Representative (collectively, the “Escrow Agreement”); (v) an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) completed and signed by each Seller; (vi) completed and executed copies of the elections to be filed with the IRS within twenty (20) days of the Closing Date by each of the Rollover Members under Section 83(b) of the Code with respect to the Consideration Shares confirming the issuance of the Consideration Shares does not constitute the receipt of any ordinary income by each such Rollover Member; (vii) payoff and release letters evidencing the repayment in full of the Closing Indebtedness; and (viii) such other documents, instruments and agreements as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser will deliver to the Sellers: (i) an amount equal to the Estimated Purchase Price (less the Escrow Amount, the amount of the Employee Closing Payments and the value attributed to the Consideration Shares) as set forth on the Estimated Purchase Price Calculation Statement, based on the amount each Seller is entitled to receive in accordance with the Member Allocation Schedule, by wire transfer of immediately available funds to the accounts specified in the Estimated Purchase Price Calculation Statement; (ii) evidence of the issuance of certificates representing the Consideration Shares; (iii) the Escrow Agreement executed by the Purchaser or other mutually agreed party; and (iv) such other documents, instruments and agreements as the Seller Representative reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (c) Simultaneously with the Closing, the Purchaser will repay and discharge (or cause to be repaid and discharged), on behalf of the Company, Closing Indebtedness evidenced on the Estimated Purchase Price Calculation Statement and to be repaid pursuant to a payoff and release letter, by wire transfer of immediately available funds pursuant to written instructions provided to the Purchaser by the Seller Representative concurrently with the delivery of the Estimated Purchase Price Calculation Statement, and the Company and the Seller Representative will deliver (or cause to be delivered) to the Purchaser all appropriate payoff and release letters evidencing the repayment in full of all Closing Indebtedness and the corresponding release (or written commitment to release promptly) of any Encumbrance that each holder of Closing Indebtedness may have with respect to the Company or any Subsidiary or any of their assets. ​ ​ ​ (d) Simultaneously with the Closing, the Purchaser will pay, or cause to be paid, on behalf of the Sellers and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Seller Representative, and the Company will deliver to the Purchaser final invoices in respect of the Transaction Expenses and proof of payment with respect thereto, in form and substance satisfactory to the Purchaser. (e) Simultaneously with the Closing, the Purchaser will deliver to U.S. Bank National Association, as escrow agent (the "“Escrow Agreement"Agent”), the sum of $2,168,750 (the “Escrow Amount”) by wire transfer of immediately available funds to an account established by the Escrow Agent (the “Escrow Account”) at the expense of the Purchaser. The Escrow Agent will hold the Escrow Amount, together with any interest and earnings thereon, in accordance with the Escrow Agreement to be executed and delivered by the Purchaser, the Seller Representative and the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9on or prior to the Closing Date. (f) The General Assembly Upon determination by the SBA of each Acquired Company will hold a meeting at which such General Assembly will accept whether the resignations Indebtedness under the PPP Loan or any portion thereof is forgivable under the CARES Act, the Seller Representative shall (i) direct CNB to deliver to the Purchaser an amount, if any, equal to the PPP Loan Non-Forgiven Amount, and (ii) direct CNB to pay to the Seller Representative, on behalf of the directors Sellers, the CNB Escrow Amount, less the PPP Loan Non-Forgiven Amount, if any, with each (i) and (ii) to be delivered by wire transfer of immediately available funds to an account designated in writing by the Purchaser or the Seller Representative, as applicable. (g) Upon completion of any payment required under Section 2.3(e), the Purchaser and the Seller Representative shall direct the Escrow Agent to pay to the Seller Representative, on behalf of the Acquired Sellers, any remaining amount of the Adjustment Escrow Amount. (h) On behalf of the Company, give such resigning directors dischargethe Purchaser shall pay, by wire transfer of immediately available funds, to the fullest extent permitted under applicable Legal Requirementspayroll accounts of the Company a portion of the Estimated Purchase Price in the aggregate amount of the Employee Closing Payments for payments to the beneficiaries thereof (net of applicable withholding) on a special payroll disbursement by the Company on the Closing Date. For the avoidance of doubt, for the performance Purchaser and the Sellers hereby acknowledge and agree that the Company will treat itself as paying the Employee Closing Payments immediately prior to the Closing Date and, as such, the Employee Closing Payments and related payroll tax payments shall be treated as pre-Closing expenses and includable on the pre-Closing period tax returns of their mandate during the accounting years 2012 and 2013, and elect directors Company prepared by the Sellers pursuant to fill the resulting vacancies on its Board of DirectorsSection 7.1(d).

Closing Transactions. At Subject to the conditions set forth in this Agreement, the parties shall consummate the following transactions at the Closing: (a) Each Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directly, as applicable, will deliver: (i) Each Seller shall deliver to an Buyer the certificates representing the Securities owned by such Seller, duly endorsed for transfer or accompanied by stock powers in substantially the form attached hereto as Exhibit C, and free and clear of all Encumbrances (other than applicable restrictions under the Securities Act and state securities Laws); (ii) Buyer shall deliver to each Seller, by wire transfer of immediately available funds to the account designated by the Sellers' Representativesuch Seller on Schedule 1.3(b)(ii), an amount equal to the aggregate product of all Portions (A) such Seller’s Pro Rata Share and (B) the Cash Portion; (iii) Buyer shall execute and deliver to ▇▇▇▇▇▇▇ the ▇▇▇▇▇▇▇ Note; (iv) Buyer shall execute and deliver to ▇▇▇▇▇▇▇ the ▇▇▇▇▇▇▇ Note; (v) [Reserved]; (vi) The Acquired Entities shall pay to each of the Bonus Recipients the unpaid portion of any Transaction Bonus due and payable to such Bonus Recipient as of the Closing Date within five (5) Business Days following the Closing; it being understood and agreed that, in each case, such payment shall be subject to reduction in respect of all applicable federal, state and local tax withholdings; (vii) Sellers shall deliver to Buyer or to the premises of the Acquired Entities all corporate books and records of each of the Acquired Entities; (viii) Sellers shall deliver to Buyer copies of all consents and approvals listed on Schedule 1.3(b)(viii); (ix) Sellers shall deliver to Buyer copies of all filings, authorizations and approvals and other Permits by, with or to any Governmental Entity listed on Schedule 1.3(b)(viii); (x) Sellers shall deliver to Buyer payoff letters with respect to all Indebtedness included in the determination of the Cash Amount (Portion of the "Purchase Price which Buyer has notified the Sellers of its intent to repay or prepay on the Closing Date Cash Amount") set forth and releases of any and all Encumbrances in Schedule 1respect of any Indebtedness shall have been obtained, in immediately available funds by wire transfereach case on terms reasonably satisfactory to Buyer; (xi) Sellers shall deliver, with the account or caused to be specified by the Sellers' Representative in a writing delivered delivered, to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1; (ii) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion all of the Escrow Amount set forth opposite his or its name on attached Schedule 1; following: (iiiA) to each Seller, a stock certificate representing that number certified copies of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly resolutions of each Acquired Company will hold a meeting at which such General Assembly will accept Entity’s board of directors authorizing the resignations execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the directors transactions contemplated hereby and thereby; (B) certified copies of the certificate of incorporation and by-laws of each Acquired Company, give Entity; (C) a certificate of the secretary of state of the state in which each Acquired Entity is incorporated and each state in which each Acquired Entity is required to be qualified to do business stating that such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.Acquired Entity is in good standing in such state;

Closing Transactions. At Closing: (a) Each Seller will cause the transfer The closing of the Shares appearing opposite his transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, New York, at 9:00 a.m. local time, on the third Business Day following satisfaction or its name waiver of the conditions to Closing set forth in Article III or at such other time or place as is mutually agreeable to the parties. The date on Schedule 1 from such Seller which the Closing occurs is herein referred to Buyer as the “Closing Date”. The Closing will be deemed to be duly and properly recorded in occur at 11:59 p.m. on the Company's shareholders' registerClosing Date. (b) KTEC, acting on behalf and for At the account of Buyer, or Buyer directly, as applicable, will deliverClosing: (i) GlobalOptions shall deliver to an account designated Buyer the Equity Interests, duly endorsed in blank or accompanied by the Sellers' Representativeduly executed stock powers, an amount equal the aggregate free and clear of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1Encumbrances, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1Liens and/or any other interest whatsoever; (ii) Buyer shall deliver to Sellers an amount equal to the Cash Purchase Price, plus the 338(h)(10) Payment (if required to be paid pursuant to Section 8.11(f)), less the Escrow Amount by wire transfer of immediately available funds to an account which has been designated in writing by Sellers to Buyer not less than two (2) Business Days prior to the Closing Date, provided, however, that if the Buyer has not made the 338(h)(10) Election prior to Closing, Buyer shall pay the Sellers the 338(h)(10) Payment to the Sellers’ in accordance with the provisions of Section 8.11 (f); (iii) Sellers and Buyer shall enter into an escrow agreement substantially in the form of Exhibit A annexed hereto (the “Escrow Agreement”), along with an escrow agent identified in the Escrow Agreement (the “Escrow Agent”), on terms and conditions reasonably satisfactory to the parties thereto, pursuant to which Two Million Four Hundred Fifty Thousand U.S. Dollars ($2,450,000) (such amount, together with all escrow earnings thereon being defined as the “Escrowed Funds”) shall be deposited into escrow (the “Escrow Account”) with the Escrow Agent. Subject to any claims made in accordance with this Agreement and the Escrow Agreement, the balance of the Escrowed Funds remaining in the Escrow Account on December 31, 2011 (the “Escrow Termination Date”), less the amount of any claims then outstanding and unresolved shall be distributed to the Sellers upon the Escrow Termination Date, and the Buyer agrees to promptly, but in no event more than 48 hours after the Escrow Termination Date, to deliver to the Escrow Agent joint written instructions in the form of Exhibit A to the Escrow Agreement directing the Escrow Agent to wire such amounts to the Sellers. The parties hereto agree that any payment of the Escrowed Funds to the Seller shall constitute part of the Purchase Price. Buyer shall deliver to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement Funds to be held and disbursed in accordance with the Escrow Agreement Agreement. The Parties also agree that that if a Party commences a legal action, claim, demand, arbitration, hearing, charge, complaint, investigation, examination, indictment, litigation, suit or other civil, criminal, administrative or investigative proceeding against the other Party in relation to the Escrow Funds and a judgment is rendered in favor of one Party by a court of competent jurisdiction, the losing Party shall, in addition to any complying with the order of such court, shall pay to the winning Party an amount equal to the fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred by the winning Party in connection with such legal actions, claims, demands, arbitrations, hearings, charges, complaints, investigations, examinations, indictments, litigations, suits or other civil, criminal, administrative or investigative proceedings. (iv) Sellers shall deliver to Buyer a good faith estimate of the Closing Net Working Capital prepared within seven (7) days of Closing (the “Initial Net Working Capital Estimate”). The Initial Working Capital Estimate shall contain all information reasonably necessary for the Buyer to understand how the Initial Working Capital Estimate was calculated, including appropriate supporting documentation, and shall be certified by an officer of the Seller and the Company to be true and correct to the Knowledge of such officers; (v) Each of the Company, Sellers and Buyer, as applicable, shall deliver the certificates, agreements and other documents and instruments required to be delivered by or on behalf of each Seller for that portion of such party under Article III below and any other documents or agreements required to be delivered at the Escrow Amount Closing as set forth opposite his or its name on attached Schedule 1; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares")elsewhere herein; and (ivvi) Sellers shall deliver to each Seller, a warrant in the form Buyer all corporate or company books and records and other property of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in their possession accompanied by a certification executed by an executive officer of each Seller and the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectivelyCompany certifying that such books, "Management records and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available are property are materially complete and are true and correct to the CompanyKnowledge of such officers. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At Closingor substantially concurrently with the Closing and on the Closing Date (unless such other date is indicated), the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (a) Each Seller will cause Parent shall direct the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller Trustee to Buyer make any payments required to be duly and properly recorded made by Parent in connection with the Company's shareholders' register.Parent Stockholder Redemptions; (b) KTECthe PIPE Investors, acting any Alternative Financing Source and Parent shall consummate the PIPE Investment and any Alternative Financing (if applicable); (c) the Founder Holder Class B Conversion shall be effectuated in accordance with the Parent Charter; (d) the Founder Holder Forfeiture shall be effectuated pursuant to the terms and conditions of the Founder Holder Agreement; (e) the certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware; (f) the certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware; (g) Parent shall deposit (or cause to be deposited) with the Exchange Agent the portion of the Aggregate Stock Consideration payable pursuant to Section 2.6(a) and Section 2.6(e); (h) Parent shall (i) pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing, and (ii) (on behalf and for of the account Company) pay, or, cause to be paid, all amounts included in the Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Company Closing Statement, by wire of Buyerimmediately available funds; provided, that Parent shall (on behalf of the Company) pay, or Buyer directlycause to be paid, as applicable, will deliver:the Company Transaction Costs that represent compensation to employees to the Company for payment to the applicable service provider at the time required by the applicable employment arrangement through the Company’s payroll system; and (i) to an account designated by the Sellers' Representative, an amount equal Repurchase shall be effectuated on the aggregate of all Portions of Business Day immediately following the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1; (ii) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held Second Effective Time in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants")Repurchase Agreement. (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At ClosingSubject to the conditions set forth in this Agreement, the Parties shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) Each Seller will cause the transfer Company shall execute and deliver to the Purchaser a ▇▇▇▇ of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly Sale and properly recorded Assignment and Assumption Agreement in the Company's shareholders' register.form attached hereto as Exhibit A; (b) KTEC, acting on behalf and for the account of BuyerPurchaser, or Buyer directlyits designee, as applicable, will deliver: (i) shall deliver the Closing Payment to the Company by wire transfer of immediately available funds to an account designated by the Sellers' RepresentativeCompany or, an amount equal at the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1Company’s direction, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1Company’s banks; (iic) ▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Purchaser shall execute an Employment Agreement in the form of Exhibit B; (d) ▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Purchaser shall execute a Non-competition Agreement in the form of Exhibit C; (e) the Company shall have assigned and transferred to the Escrow AgentPurchaser all of the issued and outstanding equity interests in the Subsidiaries (as defined in Section 4.1.2); (f) the Company shall deliver to the Purchaser, or leave at the Escrow Amount by wire Premises (as defined in Section 4.7.2) at which they are located, all of the books, records, documents and other materials relating to the Purchased Assets, except for those books, records, documents and other materials that are Excluded Assets; (g) the Company shall have delivered to First American Title Company a deed to be recorded with recorder of deeds of the county(ies) in which each parcel of the Owned Real Property (as defined in Section 4.7.1) is located, together with such other documentation required to transfer to the Escrow Account specified Purchaser title to the Owned Real Property free and clear of all Liens other than Permitted Exceptions (as defined Section 4.7.1), including a quitclaim deed with respect to the real property, if any, referenced in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"Section 3.6(m); and (ivh) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectivelyCompany, the "Warrants"). (c) Each Management Company will enter into an amended Purchaser and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, shall execute and deliver an Escrow Agreement in form and substance reasonably acceptable to the fullest extent permitted under applicable Legal Requirements, for Purchaser and the performance of their mandate during Company (the accounting years 2012 “Escrow Agreement”) and 2013, and elect directors the Purchaser shall deposit the Escrow Amount into escrow pursuant to fill the resulting vacancies on its Board of Directorssuch Escrow Agreement.

Closing Transactions. At ClosingOn the Closing Date: (a) Each Seller will the Company and Merger Sub shall cause the transfer Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register.State of Delaware; (b) KTEC, acting on behalf and for the account Representative shall deliver to Buyer all of Buyer, or the Letters of Transmittal delivered to the Representative by the Designated Unitholders prior to the Closing; (c) Buyer directly, as applicable, will shall deliver: (i) to an account designated by HIG Seller the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account payable pursuant to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1;Section 1.02(a); and (ii) to the Escrow AgentRepresentative, for the benefit of the Designated Unitholders who have delivered their Letters of Transmittal to the Representative at least two (2) Business Days prior to Closing, the portion of the Estimated Closing Cash Payment payable to such Designated Unitholders pursuant to Sections 2.07(a)(i) and 2.07(b)(i), subject to Section 2.09, as applicable. (d) Buyer shall deliver to the Representative, for the benefit of the Designated Unitholders who failed to deliver their Letters of Transmittal to the Representative at least two (2) Business Days prior to Closing, the portion of the Estimated Closing Cash Payment payable to such Designated Unitholders pursuant to Sections 2.07(a)(i) and 2.07(b)(i), subject to Section 2.09, as applicable; (e) Buyer shall deliver the Indemnity Escrow Amount, the Adjustment Escrow Amount, and the Earn-Out Escrow Amount by wire transfer to the Escrow Account specified Agent pursuant to Section 2.10 hereof; (f) To the extent not previously paid, Buyer shall pay, on behalf of the Company and its Subsidiaries, the outstanding balance of all Funded Debt listed on Schedule 3.02(f), which in the Escrow Agreement case of items (1) and (2) on Schedule 3.02(f) shall be pursuant to the Payoff Letters; (g) Buyer shall pay on behalf of the Company the Transaction Expenses Amount, in the amounts and to the Persons identified by the Representative prior to Closing; (h) Buyer shall pay to the Representative, on behalf of the Unitholders, $250,000 to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; Representative Expense Fund (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectivelyamount, the "Consideration Shares"“Representative Expense Fund Amount”); and (ivi) The Parties and the Representative (on behalf of the Designated Unitholders) shall make such other deliveries as are required by Section 3.03 hereof. - 6 - Unless otherwise specified, all payments pursuant to each Seller, this Section 3.02 shall be by wire transfer of immediately available U.S. dollars to the account or accounts specified in a warrant in writing (which may be email) by the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"recipient(s). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing: (ai) Each Seller will cause the transfer of the Shares appearing opposite his SPAC or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directlyHoldings, as applicable, will deliverdeliver to the Company the following: (iA) to an account designated the issuance of the Aggregate Consideration; (B) evidence reflecting the completion of the SPAC Contribution; (C) evidence of the filing with, and acceptance by, the Office of the Secretary of the State of Delaware of the SPAC Amended Charter; (D) a certified copy of the SPAC Amended Bylaws; (E) the Registration Rights Agreement, duly executed by ▇▇▇▇ and Sponsor; (F) the Nomination Agreement, duly executed by the Sellers' RepresentativeSPAC and Sponsor; (G) the Exchange Agreement, an amount equal duly executed by SPAC and Holdings; and (H) the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1Amended Holdings LLC Agreement, in immediately available funds duly executed by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1;SPAC and Holdings. (ii) The Company will deliver to SPAC the Escrow Agentfollowing: (A) original certificate(s) for the Company Units (if certificated) owned thereby, the Escrow Amount duly endorsed in blank or accompanied by wire duly executed interest powers or, if such Company Units are not certificated, such other assignment documents sufficient to transfer such Company Units to the Escrow Account specified in the Escrow Agreement to be held Holdings, in accordance with the Escrow Agreement for and on behalf terms of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1this Agreement; (iiiB) to each Sellerthe Registration Rights Agreement, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under duly executed by the column titled "No. of Consideration Shares" Sellers party thereto; (collectivelyC) the Nomination Agreement, duly executed by the "Consideration Shares")Sellers party thereto; (D) the Exchange Agreement, duly executed by the Sellers party thereto; (E) the Amended Holdings LLC Agreement, duly executed by the Sellers party thereto; and (ivF) evidence, in form and substance reasonably satisfactory to each SellerSPAC and the Company, a warrant in the form to pay, or cause to be paid, on behalf of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectivelySPAC, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with amount necessary at the Company in Closing to fully discharge the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectivelySPAC Indebtedness, "Management and Noncompetition Agreements") whether pursuant to which such Management Company will make the services of payoff letters or similar statements or invoices obtained by SPAC from its employees lenders or contractors available other creditors prior to the CompanyClosing, or through the issuance of SPAC Warrants to Sponsor. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At the Closing: (a) Each Seller will the Company, Buyer and Merger Sub shall cause the transfer Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register.State of Delaware; (b) KTEC, acting on behalf and for Buyer (or the account of Buyer, or applicable Buyer directly, as applicable, will designated below) shall deliver: (i) US Buyer shall deliver to an account designated by Blocker Seller, the Sellers' Representative, an amount equal the aggregate of all Portions of the Blocker Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1Payment; (ii) to the Escrow Paying Agent, the Escrow Amount by wire transfer to Estimated Closing Cash Payment, less the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1Blocker Closing Payment; (iii) to each Sellerthe Escrow Agent, a stock certificate representing that number the Adjustment Escrow Amount, to be held for the purpose of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 funding any payments required pursuant to Section 3.03(b)(v), and to be administered under the column titled "No. terms of Consideration Shares" (collectively, the "Consideration Shares")Escrow Agreement; and (iv) to the Representative: (A) the Representative Holdback, pursuant to Section 14.17(c); (B) a certificate, dated as of the Closing Date and signed by an officer of Buyer, stating that the conditions specified in Sections 11.01 and 11.02 with (C) the Escrow Agreement, duly executed by Irish Buyer, US Buyer and the Escrow Agent; (c) Buyer shall pay, on behalf of the Group Companies, the outstanding balance of any Funded Debt listed on the Estimated Closing Statement, pursuant to payoff letters, which payoff letters shall be in form and substance reasonably satisfactory to Buyer, from the holders of all such Funded Debt (the "Payoff Letters"); (d) Buyer shall pay, on behalf of the Group Companies and Blocker, all Transaction Expenses, in each case, in the amounts and to the Persons identified on the Estimated Closing Statement; (e) Blocker Seller shall deliver to US Buyer: (i) the certificates representing the Blocker Shares, together with a duly executed stock power; (ii) a certificate, dated as of the Closing Date and signed by an officer of Blocker Seller, stating that the conditions specified in Sections 10.01 and 10.02 with respect to Blocker and Blocker Seller have been satisfied; (iii) a warrant certificate from Blocker Seller stating that such entity is not a "foreign person" in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on E-2 attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants").hereto and an IRS Form W-9; (civ) Each Management a copy of Blocker's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, and a certificate of good standing of Blocker from the Secretary of State of the State of Delaware dated within five days of the Closing Date; (v) a certificate, dated as of the Closing Date and signed by an officer of Blocker certifying that attached thereto are true and complete copies of (A) all resolutions or written consents duly adopted by Blocker's directors and stockholders authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, and (B) Blocker's by-laws; and (vi) written resignations, effective as of the Effective Time, for each director and officer of Blocker; (f) the Company will enter into shall deliver to Buyer: (i) a certificate, dated as of the Closing Date and signed by an amended officer of the Company, stating that the conditions specified in Sections 10.01, 10.02 and restated management and noncompetition agreement 10.06 with respect to the Company have been satisfied; (ii) a certificate from the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements"accordance with Treasury Regulation Section 1.1445-11T(b) pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(dF attached hereto; (iii) written resignations, effective as of the Effective Time, for each manager and officer of the Group Companies; (collectivelyiv) a certificate, dated as of the "Indemnification Agreements") with Closing Date and signed by an officer of the Company pursuant to which certifying that attached thereto are true and complete copies of (A) all resolutions or written consents duly adopted by the Company's respective managers and Unitholders authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, and (B) the Company's operating agreement, including copies of all amendments thereto; (v) a copy of the Company's Certificate of Formation, certified by the Secretary of State of the State of Delaware and a certificate of good standing of the Company will indemnify such Seller against certain Damages that such Seller may incur.from the Secretary of State of the State of Delaware dated within five days of the Closing Date; (evi) the Payoff Letters, duly executed by the applicable lenders; (vii) invoices issued by each intended beneficiary of the Transaction Expenses described in clause (i) of the definition of "Transaction Expenses" that set forth (A) the outstanding balance of such Transaction Expense as of the Closing Date, and (B) the wire transfer instructions for the payment of such Transaction Expenses to such Person; (viii) the Paying Agent Agreement, duly executed by the Company and the Paying Agent; and (ix) evidence that the Contracts set forth on Schedule 3.02(f)(ix) have been terminated as of no later than the Closing; and (g) the Representative shall deliver to Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with , duly executed by the Representative and the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9Agent. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At ClosingSubject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) Each Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directlySellers and/or ▇▇▇▇▇▇▇ Holdings, as applicable, will deliver:shall deliver to the Purchaser (each, a “Seller Closing Deliverable”): (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions duly executed assignments of the Closing Date Cash Amount (Membership Interests by ▇▇▇▇▇▇▇ Holdings in the "Closing Date Cash Amount") forms set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1Exhibit D-1 and Exhibit D-2; (ii) to the Escrow AgentInvestor Questionnaire from each Seller, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on form attached Schedule 1hereto as Exhibit E, duly executed by such Seller; (iii) to each Seller, a stock certificate representing that number evidence of shares the assignment of Key Common Stock the trademarks set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively3.19(a), including, the "Consideration Shares")filing of such assignments with the United States Trademark and Patent Office; and (iv) executed Payoff Letters together with evidence of arrangements to deliver UCC-3 termination statements or similar documents evidencing the termination of all Liens held by the lenders under such Indebtedness. (b) the Purchaser shall: (i) pay, or cause to be paid, the Closing Proceeds to the Sellers as follows: (A) the Purchaser shall repay, or cause to be repaid, on behalf of the applicable Company Group Members, all amounts necessary to discharge fully the then-outstanding balance of all Estimated Indebtedness, if any, as directed by the Payoff Letters, copies of which will be provided to the Purchaser at least two (2) Business Days prior to Closing, provided that, any amounts treated as wages to a current or former employee of a Company Group Member shall be paid to the applicable Company Group Member, which shall pay such amounts, less applicable withholding Taxes, to the recipient through its payroll system; (B) the Purchaser shall pay, or cause to be paid, on behalf of the applicable Company Group Members, the amounts necessary to pay the then-outstanding balance of all Estimated Transaction Expenses, to each Sellerpayee to whom such Estimated Transaction Expenses are to be paid by wire transfer of immediately available funds, a warrant to the account(s) designated by each such payee in the form Payment Schedule, in accordance with invoices or other evidence of Exhibit 2.4(b)(ivobligation to pay, copies of which will be delivered to the Purchaser at least two (2) Business Days prior to Closing; and (C) for the purchase remaining Closing Proceeds after (A) and (B) above are completed: (1) if, on the Closing Date, (x) the SH Parent Stock has been publicly traded on the Exchange for at least ten (10) consecutive trading days prior to and including the Closing Date; and (y) the Exchange has approved the issuance and listing of that the shares of SH Parent Stock contemplated by this Section 1.4(b)(i)(C), then: a. Forty Million Dollars ($40,000,000.00) of the Closing Proceeds will be paid to the Sellers by issuance of a number of shares of Key Common SH Parent Stock set forth opposite in accordance with the proportions designated by the Sellers to Purchaser in writing at least two (2) Business Days before the Closing Date and calculated as follows (rounding down to the nearest whole share, with any shortfall paid in cash): (i) Forty Million Dollars ($40,000,000.00), divided by (ii) the Share Value as of the date that is two (2) Business Days before the Closing Date; multiplied by (iii) the Currency Exchange Rate as of the date that is two (2) Business Days prior to the Closing Date; provided, however, that the number of shares of SH Parent Stock that may be issued pursuant to this Section 1.4(b)(i)(C)(1)(a) shall not exceed: i. an aggregate of 19.99% of the issued and outstanding shares of SH Parent Stock on the Closing Date and any amount of the Forty Million Dollars ($40,000,000.00) of the Closing Proceeds not paid by way of shares of SH Parent Stock pursuant to this Section 1.4(b)(i)(C)(1)(a)(i) shall be paid in accordance with Section 1.4(b)(i)(C)(1)(b); and ii. with respect to any Seller, together with any other SH Parent Stock or other SH Parent securities directly or indirectly owned or over which control or direction is exercised by such Seller and any Person acting jointly or in concert with such Seller's name , 4.99% of the issued and outstanding shares of SH Parent Stock on attached Schedule 1 under the column titled "No. Closing Date and any amount of Warrants" the Forty Million Dollars (collectively$40,000,000.00) of the Closing Proceeds not paid by way of shares of SH Parent Stock to such Seller pursuant to this Section 1.4(b)(i)(C)(1)(a)(ii) shall be paid in accordance with Section 1.4(b)(i)(C)(1)(b); and b. the remainder of the Closing Proceeds, together with any remaining amounts contemplated by Section 1.4(b)(i)(C)(1)(a), will be paid by wire transfer of immediately available funds to the "Warrants"account(s) designated by the Sellers (which account(s) shall be designated by Sellers to the Purchaser in writing at least two (2) Business Days before the Closing Date).; or (c2) Each Management Company will enter into an amended if, on the Closing Date, (x) the SH Parent Stock has not been publicly traded on the Exchange for at least ten (10) consecutive trading days prior to and restated management and noncompetition agreement with including the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.Closing Date; or

Closing Transactions. At Closingthe Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions upon the terms and subject to the conditions of this Agreement: (a) Each Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer Parent shall make any payments required to be duly and properly recorded made by Parent in connection with the Company's shareholders' register.Parent Stockholder Redemption (the “Parent Stockholder Redemption Payments”); (b) KTEC, acting on behalf and for Parent shall deliver or cause to be delivered to the account of Buyer, or Buyer directly, as applicable, will deliver: Seller (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Payment Amount (minus the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1; (ii) to the Escrow Agent, the Adjustment Escrow Amount by wire transfer of immediately available funds to the Escrow Account bank account of the Seller specified in the Escrow Agreement Pre-Closing Statement; and (ii) the Closing Number of Securities; (c) The certificate of merger with respect to the First Merger shall be held prepared and executed in accordance with the Escrow Agreement for and on behalf of each Seller for that portion relevant provisions of the Escrow Amount set forth opposite his or its name on attached Schedule 1; DLLCA (iiithe “First Certificate of Merger”) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement shall be filed with the Company in Secretary of State of the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services State of its employees or contractors available to the Company.Delaware; (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in Immediately following the form acceptance for filing by the Secretary of Exhibit 2.4(d) (collectivelyState of the State of Delaware of the First Certificate of Merger, the "Indemnification Agreements") certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the Company pursuant to which relevant provisions of the Company will indemnify such Seller against certain Damages that such Seller may incur.DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) shall be filed with the Secretary of State of the State of Delaware; (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) Parent shall deposit (the "Escrow Agreement"or cause to be deposited) with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9.the Adjustment Escrow Amount; (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations Parent shall (on behalf of the directors of the Acquired Company) pay, give such resigning directors dischargeor, cause to be paid, all Estimated Company Transaction Costs, to the fullest extent permitted under applicable Legal Requirementspayees as set forth in the Pre-Closing Statement, for by wire of immediately available funds; provided that the performance of their mandate during Estimated Company Transaction Costs may be paid promptly after the accounting years 2012 and 2013, and elect directors Closing Date as necessary; and (g) Parent shall make or cause to fill be made the resulting vacancies on its Board of Directorstransfers described in Section 7.20.

Closing Transactions. At the Closing:, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consumated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) Each The Seller will cause shall deliver to the transfer Buyer an executed copy of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register.▇▇▇▇ of Sale; (b) KTEC, acting on behalf Each of the parties shall execute and for deliver to the account other a copy of Buyer, or the Assignment and Assumption Agreement; (c) Buyer directly, as applicable, will deliver: shall deliver to the Seller the Purchase Price by (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1; (ii) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified Seller's account of immediately available funds of $95,311.00; (ii) delivery of a promissory note in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf principal amount of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) to each Seller$1,334,041.76, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant substantially in the form of Exhibit 2.4(b)(ivC-1 attached hereto and (iii) for delivery of a promissory note in the purchase principal amount of that number $1,262,209.94 (subject to adjustment as provided in Section 2.1 hereof), substantially in the form of shares of Key Common Stock set forth opposite such Exhibit C-2 attached hereto. In addition, the Buyer shall wire transfer to the Seller's name on attached Schedule 1 under account $24,000 to reimburse a portion of the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the CompanySeller's legal fees. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in of the form parties shall execute and deliver to the other a fully executed copy of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur.Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and Sellers' Representative will enter into an escrow agreement in the form Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of Exhibit 2.4(e) (the "Escrow Agreement") with physicians receiving capital stock of the Escrow Agent for purposes Buyer as of satisfying Sellers' obligations under Section 9the date hereof, respectively. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept Buyer shall deliver to the resignations physicians receiving capital stock of the directors Buyer as of the Acquired Company, give such resigning directors discharge, date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Seller shall deliver to the fullest extent permitted under applicable Legal RequirementsBuyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof; and (h) The Seller shall deliver to the Buyer a copy of the resolutions of the Seller authorizing the transactions contemplated hereby, for accompanied by a certificate of the performance Seller stating that such resolution has been duly adopted in accordance with the Seller's Articles of their mandate during the accounting years 2012 Incorporation and 2013, and elect directors to fill the resulting vacancies on its Board of DirectorsBylaws.

Closing Transactions. At Closing: (a) Each Seller will cause the transfer The closing of the Shares appearing opposite his transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m. local time on the second (2nd) Business Day following the satisfaction, or its name on Schedule 1 from such Seller waiver by the party entitled to Buyer the benefit thereof, of all of the conditions set forth in Article III (other than those conditions that by their terms or nature are to be duly satisfied at the Closing); provided that in no event shall the Closing occur prior to the date that is sixty (60) days after the date of this Agreement (unless an earlier date is specified in writing by Buyer upon at least three (3) Business Days’ prior written notice to Seller, provided, however, that no such notice may be delivered by Buyer without the prior written consent of Seller (which consent may be withheld in Seller’s sole and properly recorded in absolute discretion, whether or not such withholding is reasonable) prior to the Company's shareholders' registerexpiration of the Unsolicited Offer Period or any Negotiation Period, Topping Offer Period or Follow-on Topping Offer Period). The date on which the Closing occurs is referred to herein as the “Closing Date.” (b) KTEC, acting on behalf At the Closing and for subject to the account satisfaction of Buyer, or Buyer directly, as applicable, will deliverthe conditions set forth in this Agreement: (i) Buyer shall pay to an account designated by the Sellers' Representative, Seller an amount equal to the aggregate Estimated Purchase Price by wire transfer of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds to the account(s) designated in writing by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered Seller to Buyer at least five two (2) Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute prior to the Sellers in the amounts set forth on attached Schedule 1Closing Date; (ii) Buyer shall pay to the Escrow Agent, the Escrow Amount intended beneficiaries thereof (as identified by wire transfer Seller to Buyer at least two (2) Business Days prior to the Escrow Account specified in Closing Date) (a) amounts due and owing pursuant to the Escrow Agreement to be held in accordance with Credit Facilities, (b) the Escrow Agreement for Intercompany Payable Amount, and on behalf of each Seller for that portion of (c) the Escrow Amount set forth opposite his or its name on attached Schedule 1Transaction Expenses; (iii) Seller shall deliver to Buyer the following: (A) the certificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers, with appropriate transfer stamps (if any) affixed thereto; (B) evidence of releases of any Liens (other than any Permitted Liens) related to the assets and properties of the Company and its Subsidiaries and payoff letters with respect to any Indebtedness outstanding as of the Closing (in each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name case on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"terms and conditions reasonably satisfactory to Buyer); and (ivC) to each all books and records and other property of the Company or any of its Subsidiaries in Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such ’s possession or under Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants")’s control. (civ) Each Management Company will enter into an amended and restated management and noncompetition agreement with Seller shall pay to the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the CompanyIntercompany Receivable Amount. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (fv) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give Seller and Buyer, as applicable, shall deliver the certificates and other documents and instruments required to be delivered by or on behalf of such resigning directors discharge, to the fullest extent permitted party under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directorsthis Agreement.

Closing Transactions. At Subject to the conditions set forth in this Agreement, the parties shall consummate the following transactions at the Closing: (a) Each Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directly, as applicable, will deliver: (i) Each Seller shall deliver to an account designated Buyer the certificates representing the Securities owned by such Seller, duly endorsed for transfer or accompanied by stock powers in substantially the Sellers' Representativeform attached hereto as Exhibit C, an amount equal the aggregate and free and clear of all Portions of Encumbrances (other than applicable restrictions under the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1Securities Act and state securities Laws); (ii) Buyer shall deliver to the Escrow Agenteach Seller, the Escrow Amount by wire transfer of immediately available funds to the Escrow Account specified in account designated by such Seller on Schedule 1.3(b)(ii), an amount equal to the Escrow Agreement to be held in accordance with product of (A) such Seller’s Pro Rata Share and (B) the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1Cash Portion; (iii) Buyer shall execute and deliver to ▇▇▇▇▇▇▇ the ▇▇▇▇▇▇▇ Note; (iv) Buyer shall execute and deliver to ▇▇▇▇▇▇▇ the ▇▇▇▇▇▇▇ Note; (v) [Reserved]; (vi) The Acquired Entities shall pay to each Sellerof the Bonus Recipients the unpaid portion of any Transaction Bonus due and payable to such Bonus Recipient as of the Closing within five (5) Business Days following the Closing; it being understood and agreed that, in each case, such payment shall be subject to reduction in respect of all applicable federal, state and local tax withholdings; (vii) Sellers shall deliver to Buyer or to the premises of the Acquired Entities all corporate books and records of each of the Acquired Entities; (viii) Sellers shall deliver to Buyer copies of all consents and approvals listed on Schedule 1.3(b)(viii); (ix) Sellers shall deliver to Buyer copies of all filings, authorizations and approvals and other Permits by, with or to any Governmental Entity listed on Schedule 1.3(b)(viii); (x) Sellers shall deliver to Buyer payoff letters with respect to all Indebtedness included in the determination of the Cash Portion of the Purchase Price which Buyer has notified the Sellers of its intent to repay or prepay on the Closing Date and releases of any and all Encumbrances in respect of any Indebtedness shall have been obtained, in each case on terms reasonably satisfactory to Buyer; (xi) Sellers shall deliver, or caused to be delivered, to Buyer all of the following: (A) certified copies of the resolutions of each Acquired Entity’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (B) certified copies of the certificate of incorporation and by-laws of each Acquired Entity; (C) a stock certificate representing of the secretary of state of the state in which each Acquired Entity is incorporated and each state in which each Acquired Entity is required to be qualified to do business stating that number such Acquired Entity is in good standing in such state; (D) a certificate from each Acquired Entity meeting the requirements of shares Treasury Regulation Section 1.1445-2(c)(3); (E) resignations from each director of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares")Acquired Entities; and (ivF) all of the documents required to be delivered by each Seller and such Seller’s spouse (if any) pursuant Section 9.1(g), duly executed by such Seller and/or such Seller’s spouse, as applicable. (xii) On or prior to the Closing Date, Buyer will have delivered, or caused to be delivered, to Sellers all of the following: (A) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (B) certified copies of the certificate of incorporation and by-laws of Buyer; and (C) a warrant certificate of the Secretary of State of the State of Delaware stating that Buyer is in good standing in such state. (xiii) Each of ▇▇▇▇▇▇▇ and Buyer shall enter into, as of the Closing, the employment agreement in substantially the form of Exhibit 2.4(b)(ivD attached hereto; and (xiv) for Each of ▇▇▇▇▇▇▇ and Buyer shall enter into, as of the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectivelyClosing, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification employment agreement in substantially the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incurE attached hereto. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.

Closing Transactions. At ClosingOn the Closing Date: (a) Each Seller will the Company and Merger Sub shall cause the transfer Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register.State of Delaware; (b) KTEC, acting on behalf and for the account of BuyerRepresentative shall, or shall cause the Paying Agent to, deliver to Buyer directly, as applicable, will copies of all of the Letters of Transmittal delivered to the Paying Agent by the Designated Unitholders prior to the Closing; (c) Buyer shall deliver: (i) to an account designated by Arsenal Blocker Seller the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account payable pursuant to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1;Section 1.02(a);and (ii) to the Escrow Paying Agent, for the Escrow Amount by wire transfer to benefit of the Escrow Account specified in Designated Unitholders, the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) Estimated Closing Cash Payment payable to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") Designated Unitholders pursuant to which such Management Company will make the services of its employees or contractors available to the CompanySections 2.07(a)(i) and 2.07(b)(i), as applicable. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in Buyer shall deliver the form of Exhibit 2.4(d) (collectively, Indemnification Escrow Amount and the "Indemnification Agreements") with Adjustment Escrow Amount to the Company Escrow Agent pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur.Sections 2.10 and 2.11; (e) Buyer shall pay, on behalf of the Company and Sellers' Representative will enter into an escrow agreement in its Subsidiaries, the form outstanding balance of Exhibit 2.4(e) any Funded Debt listed on Schedule 3.02(e), pursuant to payoff letters from the holders of all such Funded Debt (the "Escrow AgreementPayoff Letters") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9.); (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations Buyer shall pay on behalf of the directors Company all Transaction Expenses that remain unpaid as of the Acquired CompanyEffective Time, give such resigning directors discharge, in the amounts and to the fullest extent permitted under applicable Legal RequirementsPersons identified by the Representative prior to Closing; (g) Buyer shall deliver the Representative Holdback to the Representative; and (h) Buyer, for Merger Sub, the performance Company and the Representative (on behalf of their mandate during the accounting years 2012 and 2013Unitholders) shall make such other deliveries as are required by Section 3.03. Unless otherwise specified, and elect directors all payments pursuant to fill this Section 3.02 shall be by wire transfer of immediately available U.S. dollars to an account or accounts specified by the resulting vacancies on its Board of Directorsrecipient or the Representative.

Closing Transactions. At ClosingSubject to the terms and conditions set forth in this Agreement, the following transactions shall be consummated on the Closing Date: (a) Each On or prior to the Closing Date, the Seller will cause the transfer of the Shares appearing opposite his or its name on Schedule 1 from such Seller deliver to Buyer to be duly the following documents and properly recorded in the Company's shareholders' register. (b) KTEC, acting on behalf and for the account of Buyer, or Buyer directly, as applicable, will delivertangible assets: (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1The Audited Financial Statements; (ii) to the Escrow Agent, the Escrow Amount by wire transfer to the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his Ancillary Agreements to which Seller or any of its Affiliates is a party, validly executed by a duly authorized officer of Seller or its name on attached Schedule 1applicable Affiliate; (iii) the tangible Purchased Assets; provided that (A) delivery shall, unless the Parties otherwise mutually agree, be to each the locations and on the time frames mutually agreed to between the Buyer and Seller, a stock certificate representing and (B) Seller may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets and the Purchased Contracts (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that number it does not relate to the Product Business); (iv) the Seller FDA Transfer Letter; (v) the Bill of shares of Key Common Stock Sale, duly executed by ▇▇▇▇▇▇; (vi) the Patent Assignment, duly executed by ▇▇▇▇▇▇; (vii) the Domain Name Assignment, duly executed by ▇▇▇▇▇▇; (viii) the Trademark Assignment, duly executed by ▇▇▇▇▇▇; (ix) all third-party consents and approvals (on terms reasonably satisfactory to Buyer) set forth opposite such on Schedule 2.4.2(a)(ix); (x) Seller's name on attached ’s completed and executed IRS Form W-9; (xi) payoff letters for any and all of Seller’s secured indebtedness including the secured debt owed to Valley National Bank and Plexus Fund IV-A, L.P., as collateral agent; (xii) Schedule 1 under 1.1.108 setting forth the column titled "No. Transferred Inventory, which will be reviewed and edited by ▇▇▇▇▇ prior to closing as Buyer will have the option to refuse taking possession of Consideration Shares" (collectively, the "Consideration Shares")any inventory that has expired or is set to expire within 90 days of Closing; and (xiii) a certificate by an authorized officer of Parent and Seller with respect to their representations, warranties, covenants and agreements to the effect that each of the conditions set forth in Section 2.4.3 have been satisfied with respect to the Parent and Seller .. (b) On the Closing Date, the Buyer will deliver the following documents: (i) each of the Ancillary Agreements to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized officer of Buyer or its applicable Affiliate; (ii) the Buyer FDA Transfer Letter; (iii) the Bill of Sale, duly executed by ▇▇▇▇▇; (iv) to each Sellerthe Patent Assignment, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants").duly executed by ▇▇▇▇▇; (cv) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectivelyDomain Name Assignment, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company.duly executed by ▇▇▇▇▇; (dvi) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectivelyTrademark Assignment, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.duly executed by ▇▇▇▇▇..

Closing Transactions. At ClosingOn the Closing Date: (a) Each Seller will the Company and Merger Sub shall cause the transfer Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer to be duly and properly recorded in the Company's shareholders' register.State of Delaware; (b) KTECthe Representative shall deliver to Buyer all of the Letters of Transmittal, acting on behalf Certificates and for Options or affidavits of loss therefor delivered to the account of Buyer, Representative by the Securityholders prior to the Closing; (c) Buyer shall deliver (or Buyer directly, as applicable, will deliver:cause to be delivered): (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount (the "Closing Date Cash Amount") set forth in Schedule 1, in immediately available funds by wire transfer, with the account to be specified by the Sellers' Representative in a writing Stockholders who have delivered to Buyer their Securityholder Deliveries at least five two (2) Business Days before Share Purchase Agreement – Page 10 prior to Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth on attached Schedule 1;payable to them pursuant to Section 1.07(a)(i); and (ii) to the Escrow AgentOptionholders who have delivered their Securityholder Deliveries at least two (2) Business Days prior to Closing (or to the Surviving Corporation pursuant to Section 1.09), the Escrow Amount by wire transfer amounts payable to the Escrow Account specified in the Escrow Agreement to be held in accordance with the Escrow Agreement for and on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") them pursuant to which such Management Company will make the services of its employees or contractors available to the CompanySection 1.07(b)(i). (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in Buyer shall hold or deliver to the form Surviving Corporation the portion of Exhibit 2.4(dthe Estimated Closing Cash Payment not paid to the Securityholders pursuant to Section 2.02(c) (collectively, the "Indemnification Agreements") including any amounts with the Company pursuant respect to which the Company will indemnify such Seller against certain Damages that such Seller may incur.Dissenting Shares); (e) Buyer shall pay, on behalf of the Company and Sellers' Representative will enter into an escrow agreement in its Subsidiaries, the form outstanding balance of Exhibit 2.4(e) (any Funded Debt, all of which is listed on Schedule 2.02(e), pursuant to the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations under Section 9.Payoff Letters; (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations Buyer shall pay, on behalf of the directors Company and its Subsidiaries, all Transaction Expenses that remain unpaid as of the Acquired CompanyClosing, give such resigning directors dischargein the amounts and to the Persons (i) identified in the invoices therefor (which shall be delivered to Buyer at least two (2) days prior to Closing), and (ii) identified in writing by the Representative, to the fullest extent permitted under applicable Legal Requirementsno invoice is available therefor; (g) Buyer shall deliver the Escrow Amount to the Escrow Agent; (h) Buyer shall deliver the Holdback to the Representative; and (i) Buyer, Merger Sub, the Company and the Representative (on behalf of the Securityholders) shall make such other deliveries as are required by Section 2.03 hereof. Unless otherwise specified, all payments pursuant to this Section 2.02 shall be by wire transfer of immediately available U.S. dollars to an account or accounts designated by the recipient in writing. Upon delivery of any portion of the Closing Cash Payment or Holdback to Securityholders or the Representative hereunder, except as provided in Section 1.09, the Buyer and the Surviving Corporation shall have no further obligation to make, or any Liability in respect of, any payments of such amounts to any Securityholder hereunder. Except as provided in Section 1.09, the Representative shall be solely responsible for the performance payment to any Securityholder of their mandate during any Future Distribution Amounts in respect of amounts delivered to it hereunder, including on behalf of Securityholders and in respect of any Escrow Amounts released to it pursuant to the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of DirectorsEscrow Agreement.

Closing Transactions. At (i) As to the Closing, and subject to the provisions of Section 2.6(d) and Section 9.4 and the other conditions set forth in this Agreement, the Parties shall consummate the following transactions on the Closing Date: (aA) Each Buyer (or its designee(s)) shall deliver an aggregate amount equal to the Cash Closing Payment to Seller will cause and the Selling Affiliates in exchange for (x) the transfer to Buyer (or its designee(s)) by Seller and the Selling Affiliates of the Shares appearing opposite his or its name on Schedule 1 from such Seller to Buyer Purchased Assets that are to be duly and properly recorded in the Company's shareholders' register. purchased by Buyer (bor a Buying Affiliate) KTEC, acting on behalf and for the account of Buyer, or Buyer directly, as applicable, will deliver: (i) to an account designated by the Sellers' Representative, an amount equal the aggregate of all Portions of the Closing Date Cash Amount in accordance with Section 2.6(a)(iii) and (the "Closing Date Cash Amount"y) set forth Seller’s undertaking in Schedule 1, in immediately available funds by wire Section 2.6(a)(iii) to transfer, with and to cause its Selling Affiliates to transfer, the account Purchased Assets to be specified purchased by Buyer (or its designee(s)) at each Subsequent Closing and (B) Buyer (or its designee(s)) shall assume the Sellers' Representative Assumed Liabilities that are to be assumed by Buyer (or its designee(s)) at the Closing in a writing accordance with Section 2.2; and (2) The Parties shall deliver the certificates and other documents and instruments required to be delivered to Buyer at least five Business Days before Share Purchase Agreement – Page 10 Closing, which amount the Sellers' Representative will distribute to the Sellers in the amounts set forth by or on attached Schedule 1;behalf of such Person under Sections 3.1 and 3.2. (ii) As to each Subsequent Closing, and subject to the Escrow Agentprovisions of Section 2.6(d) and Section 9.4 and the other conditions set forth in this Agreement, the Escrow Amount by wire Parties shall consummate the following transactions on the applicable Subsequent Closing Date: (1) (A) Seller and the Selling Affiliates shall transfer to Buyer (or its designee(s)) the Escrow Account specified Purchased Assets that are to be purchased by Buyer (or its designee(s)) at such Subsequent Closing, (B) Seller shall cause the applicable portion of the Closing Cash Payment that was paid at the Closing to be delivered or otherwise allocated to the Selling Affiliates who are transferring Purchased Assets to Buyer (or its designee(s)) in the Escrow Agreement to be held Subsequent Closing in accordance with the Escrow Agreement for Allocation Schedule and (C) Buyer (or its designee(s)) shall assume the Assumed Liabilities that are to be assumed by Buyer (or its designee(s)) at the Subsequent Closing in accordance with Section 2.2. (2) The Parties shall deliver the certificates and other documents and instruments required to be delivered by or on behalf of each Seller for that portion of the Escrow Amount set forth opposite his or its name on attached Schedule 1; (iii) to each Seller, a stock certificate representing that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Consideration Shares" (collectively, the "Consideration Shares"); and (iv) to each Seller, a warrant in the form of Exhibit 2.4(b)(iv) for the purchase of that number of shares of Key Common Stock set forth opposite such Seller's name on attached Schedule 1 under the column titled "No. of Warrants" (collectively, the "Warrants"). (c) Each Management Company will enter into an amended and restated management and noncompetition agreement with the Company in the forms attached as Exhibit 2.4(c)-1 through Exhibit 2.4(c)-5 (collectively, "Management and Noncompetition Agreements") pursuant to which such Management Company will make the services of its employees or contractors available to the Company. (d) Each Seller set forth on Schedule 2.4(d) will enter into an indemnification agreement in the form of Exhibit 2.4(d) (collectively, the "Indemnification Agreements") with the Company pursuant to which the Company will indemnify such Seller against certain Damages that such Seller may incur. (e) Buyer and Sellers' Representative will enter into an escrow agreement in the form of Exhibit 2.4(e) (the "Escrow Agreement") with the Escrow Agent for purposes of satisfying Sellers' obligations Person under Section 93.4. (f) The General Assembly of each Acquired Company will hold a meeting at which such General Assembly will accept the resignations of the directors of the Acquired Company, give such resigning directors discharge, to the fullest extent permitted under applicable Legal Requirements, for the performance of their mandate during the accounting years 2012 and 2013, and elect directors to fill the resulting vacancies on its Board of Directors.