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

Transactions to be Effected at the Closing. At the Closing: (a) the Principal Seller shall deliver to Purchaser: (i) a certificate representing all Principal Shares held by the Principal Seller, duly endorsed in blank or accompanied by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; (ii) each Minority Stock Purchase Agreement, duly executed by each Minority Stockholder; (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (v) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of the company and chooses to make the Section 338(h)(10) election on IRS Form 8023; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Purchaser shall deliver to the Principal Seller: (i) payment, by wire transfer to a bank account designated in writing by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Consideration.

Transactions to be Effected at the Closing. At the ------------------------------------------- Closing: (a) Lyondell and the Principal Seller Lyondell Selling Subsidiaries shall deliver to Purchaser: Purchaser and the Purchaser Designees (i) a certificate such appropriately executed deeds (in recordable form), bills of sale, assignments, local asset transfer agreements and other instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel, (ii) Lyondell shall deliver or cause to be delivered to Purchaser certificates representing all Principal Shares held by the Principal SellerAcquired Shares, duly endorsed in blank or accompanied by a stock power powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; (ii) each Minority Stock Purchase Agreement, duly executed by each Minority Stockholder; affixed and (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (v) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of the company and chooses to make the Section 338(h)(10) election on IRS Form 8023; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this AgreementAgreement including (x) fully executed originals, or to the extent such originals cannot be found after reasonable efforts, certified copies of the Real Property Leases and agreements listed in Schedule 1.02(a)(i) and (y) all necessary consents to the transfer of the Real Property Leases as may be required from any third parties, including the landlords of Leased Properties pursuant to the Real Property Leases. Purchaser may obtain title insurance for its own account and Lyondell will cooperate with respect thereto so long as such cooperation will not result in any increased liability or material cost to Lyondell. (b) Purchaser and the Purchaser Designees shall deliver to Lyondell and the Principal Seller: Lyondell Selling Subsidiaries (i) payment, by wire transfer to a bank account designated in writing by the Principal Seller Lyondell (such designation having been to be made at least two business days five Business Days prior to the Closing Date), immediately available funds in an amount equal to the Estimated Polyols Business Purchase Price, (Aii) such appropriately executed local asset transfer agreements, assumption agreements and other instruments of assumption providing for the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership assumption of the outstanding shares of the Company immediately prior to Closing Assumed Liabilities in form and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and substance reasonably satisfactory to PurchaserLyondell and its counsel and (iii) and having been delivered such other documents as Lyondell or its counsel may reasonably request to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name demonstrate satisfaction of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together conditions and compliance with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”covenants set forth in this Agreement. (c) Purchaser To the extent any transaction to be effected at the Closing or thereafter with respect to any Polyols Business Unit involves a payment of part of the Polyols Business Purchase Price in a currency other than U.S. dollars, the amount of such foreign currency paid with respect to such transaction shall deliver be determined by reference to the Escrow Agent (i) payment, by wire transfer to a bank account designated applicable U.S. dollar amount for such Polyols Business Unit set forth in writing Schedule 2.04 multiplied by the Escrow Agent (mid-range exchange rate as of the date of such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares of Purchaser Common Stock registered transaction as published in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock ConsiderationWall Street Journal, Northeastern Edition.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller , Buyer shall deliver to Purchasertake all actions to: (i) a certificate representing all Principal Shares held by consummate each Equity Financing in accordance with the Principal Seller, duly endorsed in blank or accompanied by a stock power duly endorsed in blank in proper form Equity Financing Letter for transfer, with appropriate transfer tax stamps, if any, affixedsuch Equity Financing; (ii) each Minority Stock Purchase Agreement, duly executed by each Minority Stockholder; (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; ROW Acquisition (vA) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of cause the company and chooses Subsidiary Buyer to make the Section 338(h)(10) election on IRS Form 8023; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Purchaser shall deliver pay to the Principal ROW Seller: (i) payment, by wire transfer of immediately available funds to a bank account the account(s) designated in writing by the Principal Seller Parent (such designation having been made to be delivered to Buyer at least two business days (2) Business Days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the ROW Estimated Closing Cash Consideration and (IIB) convey and deliver to the Escrowed Cash ROW Seller book-entry interests representing the Stock Consideration, plus together with duly executed instruments of issuance, sale and delivery in respect thereof, in form and substance reasonably acceptable to Seller Parent, evidencing the issuance, sale and delivery of the Stock Consideration; (iii) pursuant to the Irish Subscription, cause the Subsidiary Buyer to (A) subscribe for the Irish New Equity Interests at an aggregate subscription consideration equal to the amount of the Irish Estimated Closing Cash Consideration and (B) [REDACTED]pay to the Irish Acquired Company, such number being by wire transfer of immediately available funds to the product of (Iaccount(s) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared designated in writing by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser Seller Parent at least two business days (2) Business Days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Irish Estimated Closing Cash Consideration, in satisfaction of such subscription consideration; (iv) cause each of the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association to be adopted and become effective, including by delivering any other materials and making any other filings, recordings or publications required under applicable Law to effect the foregoing; (v) deliver to Seller Parent its duly executed counterpart to the Transition Services Agreement, the Reverse Transition Services Agreement (if applicable), the Employee Matters Agreement and the Amended and Restated Shareholders’ Agreement; and (vi) take the actions set forth on Annex C under the heading “Closing Indian Actions”. (b) At the Closing, upon receipt of the Estimated Closing Cash Consideration and the Stock Consideration, Seller Parent shall take all actions to: (i) pursuant to the ROW Acquisition, cause the ROW Seller to convey and deliver to each Applicable Buyer, in accordance with the Consideration Allocation Schedule and Section 1.03, duly executed instruments of assignment, in form and substance reasonably acceptable to Buyer, evidencing the sale, assignment, transfer, conveyance and delivery of such Applicable Buyer’s Applicable Acquired ROW Equity Interests; (ii) pursuant to the Irish Subscription, cause the Irish Acquired Company to allot and issue the Irish New Equity Interests to the Subsidiary Buyer, credited as fully paid against the subscription consideration, together with duly executed share certificates in respect thereof, in form and substance reasonably acceptable to Buyer, and to record the Subsidiary Buyer as the holder of the Irish New Equity Interests in the register of members of the Irish Acquired Company, evidencing the allotment, issuance and delivery of the Irish New Equity Interests; (iii) pursuant to the Irish Redemption, immediately following completion of the Irish Subscription, cause the Irish Acquired Company to (A) redeem and cancel the Irish Redemption Equity Interests at an aggregate redemption price equal to the amount of the Irish Estimated Closing Cash Consideration and (iiB) a certificate representing shares pay to the Irish Seller, by wire transfer of Purchaser Common Stock registered immediately available funds to the account(s) designated in writing by Seller Parent at least two (2) Business Days prior to the name Closing Date and out of the Principal Seller and issued in proceeds of the Irish Subscription, an amount equal to the Escrowed Purchaser Stock ConsiderationIrish Estimated Closing Cash Consideration in satisfaction of such redemption price; and (iv) deliver to Buyer (A) its duly executed counterpart to the Transition Services Agreement, the Reverse Transition Services Agreement (if applicable), the Employee Matters Agreement and the Amended and Restated Shareholders’ Agreement, (B) a duly executed Internal Revenue Service Form W-9 of ROW Seller and (C) a certificate certifying that, for U.S. federal income tax purposes, the Irish New Equity Interests (and the assets held by the Irish Acquired Company as of the Closing) are not “United States real property interests” within the meaning of Section 897 of the Code.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller shall deliver to Purchaser, Buyer shall: (i) a certificate representing all Principal Shares held deliver to the Shareholder Representative: (A) the Closing Date Cash Payment, less the Purchase Price Adjustment Escrow Amount and the Indemnity Escrow Amount, by wire transfer of immediately available funds, to an account designated in writing by the Principal Shareholder Representative to Buyer no later than two (2) Business Days prior to the Closing Date (and Shareholder Representative hereby covenants and agrees to, within one (1) Business Day of receipt, remit such payment to Sellers in accordance with each Seller’s Applicable Percentage, unless the Shareholder Representative and the Sellers agree otherwise); and (B) a copy of the irrevocable instructions to Buyer’s transfer agent instructing the transfer agent to deliver, on an expedited basis, the Buyer Stock to be issued in satisfaction of the Closing Date Stock Payment in book entry form, with each Seller receiving a portion of such Buyer Stock based on such Seller’s Applicable Percentage; (C) the Registration Rights Agreement, duly executed by Buyer; (D) the Subscription Agreement, duly executed by Buyer; (E) the Escrow Agreement, duly executed by Buyer; and (ii) pay, on behalf of the Acquired Companies or Sellers, the following amounts: (A) Debt Like Items of the Acquired Companies payable at Closing per the Estimated Closing Working Capital Statement, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Working Capital Statement; and (B) Indebtedness of the Acquired Companies payable at Closing per the Estimated Closing Working Capital Statement, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Working Capital Statement; and (C) any Transaction Expenses unpaid at Closing per the Estimated Closing Working Capital Statement, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Working Capital Statement; and (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers in Section 2.03(d); (B) the Indemnity Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnity Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held, for the purpose of securing Sellers’ obligations under Article VI and Article VII of this Agreement; and (C) the Escrow Agreement. (b) At the Closing, Sellers shall deliver to Buyer: (i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by a stock power powers or other instruments of transfer duly endorsed executed in blank in proper form for transfer(the “Stock Powers”), with appropriate all required stock transfer tax stamps, if any, affixedstamps affixed thereto; (ii) A certificate of the secretary or equivalent officer of each Minority Stock Purchase AgreementAcquired Company, duly executed by in a form reasonably acceptable to Buyer, attaching and certifying copies of: (i) the articles of organization/incorporation (or equivalent) of each Minority Stockholder; Acquired Company, as the same have been amended through the Closing Date; (ii) the bylaws (or equivalent) of each Acquired Company, as the same have been amended through the Closing Date; (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers resolutions of the Company; board of directors of each Acquired Company authorizing the transactions contemplated by this Agreement and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein; (iv) a certificate of existence of each Acquired Company issued by the Principal Secretary of State of the State of Washington, dated within ten (10) Business Days of Closing; (iii) from each Seller, a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Code (the “FIRPTA Certificates”); (iv) resignations of the directors and officers of each Acquired Company pursuant to Section 5.02 (the “Resignations”); (v) a duly executed Internal Revenue Service Form W-9 from each Seller; (vi) payoff letters reflecting the amounts and payment instructions necessary to satisfy all outstanding Indebtedness of each Acquired Company as of the Closing Date (the “Payoff Letters”); (vii) a waiver and release from each Seller, in the form attached hereto as Exhibit E (the “Shareholder Waivers”); (viii) that certain Amendment to Lease Agreement, dated the date hereof, with respect to the lease by the Company of the premises commonly known as 1705 132nd Avenue NE, Bellevue, Washington, in form and substance satisfactory to Purchaser, certifying that Buyer (the Acquisition is exempt from withholding pursuant “Amendment to the Foreign Investment in Real Property Tax ActCurrent Lease”); (vix) a certificatethat certain Lease Agreement, signed dated the date hereof, with respect to the lease by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder the Company of the company premises commonly known as 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, in form and chooses substance satisfactory to make Buyer (the Section 338(h)(10“Future Lease”); (x) election on IRS Form 8023that certain Employment Agreement, in the form attached hereto as Exhibit F (the “Employment Agreement”), dated the date hereof, executed by W▇▇▇▇ and the Company with respect to the post-Closing employment of W▇▇▇▇ by the Company; and (vixi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Escrow Agreement. (b) Purchaser shall deliver to the Principal Seller: (i) payment, by wire transfer to a bank account designated in writing duly executed by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”Shareholder Representative. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Consideration.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller shall deliver to Purchaser, Buyer shall: (i) a certificate representing deliver to SBE Holdco: (A) the Closing Date Payment less (1) the Purchase Price Adjustment Escrow Amount, (2) the Indemnification Escrow Amount, and (3) the Tax Indemnification Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by Sellers to Buyer prior to the Closing Date; and (B) the Ancillary Documents and all Principal Shares held other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Principal Seller, duly endorsed in blank or accompanied by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed;Closing pursuant to Section 6.03 of this Agreement. (ii) each Minority Stock Purchase Agreementpay, duly executed on behalf of the Company or Sellers, the following amounts: (A) the Closing Indebtedness, by each Minority Stockholder;wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Statement; and (B) the Closing Transaction Expenses, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Statement. (iii) duly signed resignationsdeliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, effective including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately after available funds to accounts designated by the ClosingEscrow Agent, to be held for the purpose of all directors and officers securing the obligations of the CompanySellers in Section 1.04(d); (ivB) a certificate the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Principal SellerEscrow Agent, to be held for the purpose of securing the obligations of Sellers in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax ActARTICLE VII (excluding Section 7.10); (vC) a certificatethe Tax Indemnification Escrow Amount (such amount, signed including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Tax Indemnification Escrow Fund”) by each Minority Stockholder under penalty wire transfer of perjuryimmediately available funds to accounts designated by the Escrow Agent, stating that each Minority Stockholder is a stockholder to be held for the purpose of securing the company and chooses to make the obligations of Sellers in Section 338(h)(10) election on IRS Form 80237.10; and (viD) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Escrow Agreement. (b) Purchaser At the Closing, Sellers shall, or shall cause SBE Holdco to, deliver to the Principal SellerBuyer: (i) paymentan assignment of membership interests assigning the Units to Buyer, by wire transfer free and clear of all Encumbrances, in a form reasonably acceptable to a bank account designated in writing by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”)Buyer; and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Purchaser pursuant to this Section 1.03(b)(ii)Sellers and SBE Holdco, together with the Cash Closing Date Amountrespectively, is hereinafter called the “Closing Date Amount”. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days or prior to the Closing date), immediately available cash funds in an amount equal pursuant to the Escrowed Cash Consideration and (ii) a certificate representing shares Section 6.02 of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Considerationthis Agreement.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller , Parent shall deliver to Purchaserdeliver: (i) a certificate representing all Principal Shares held by the Principal Sellerto Paying Agent, duly endorsed in blank or accompanied by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; (ii) each Minority Stock Purchase Agreement, duly executed by each Minority Stockholder; (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant further distribution to the Foreign Investment in Real Property Tax Act; (v) a certificateParticipating Stockholders, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of the company and chooses to make the Section 338(h)(10) election on IRS Form 8023; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Purchaser shall deliver to the Principal Seller: (i) payment, by wire transfer to a bank account designated in writing by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount in cash equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Closing Per Share Merger Consideration, plus multiplied by (B) [REDACTED], such the total number being the product of (I) the Principal Seller’s pro rata ownership of the issued and outstanding shares of the Company Shares immediately prior to Closing the Effective Time, by wire transfer of immediately available funds to an account or accounts designated in the Funds Flow; (ii) to the Escrow Agent, the Escrow Amount pursuant to the wire instructions provided by the Escrow Agent; (iii) to the applicable payees, by wire transfer of immediately available funds pursuant to the allocation and wire instructions provided by Securityholders’ Representative to Parent in the Funds Flow, the Estimated Transaction Expenses; provided, that any amounts contemplated by clause (IIa) an estimate as of the close definition of business on Transaction Expenses shall be paid to the Company, and Parent shall thereafter cause the Company to pay such amounts to the intended recipients thereof no later than the first regular payroll date after the Closing (or such other date as required by the terms of the applicable Benefit Plan pursuant to which such amount is being paid), provided that if the first regularly scheduled payroll is less than three Business Days following the Closing Date, prepared then such amounts shall be paid on next regularly scheduled payroll thereafter; (iv) to the holders of outstanding Estimated Closing Indebtedness set forth on Section 2.07(a)(iv) of the Disclosure Schedule, by wire transfer of immediately available funds in the Company amounts and pursuant to wire instructions set forth in the applicable Payoff Letter delivered pursuant to Section 2.07(b)(v); (v) to the Securityholders’ Representative, the Securityholders’ Representative Expense Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with this Agreement, the “Securityholders’ Representative Expense Fund”), to be held for the purpose of funding any expenses of the Securityholders’ Representative arising in connection with the administration of the Securityholders’ Representative’s duties in this Agreement after the Effective Time, and the relevant Ancillary Agreements; (vi) to the Company, the Option Closing Amount, for further distribution to the intended recipients thereof through its standard payroll procedures in accordance with Section 2.11 (Payroll Process) and in accordance with the terms and conditions of this Agreement; (vii) to Securityholders’ Representative, the Escrow Agreement and Paying Agent Agreement, each duly executed by ▇▇▇▇▇▇; ▇▇▇▇-▇▇▇▇-▇▇▇▇.4 (viii) at the Closing, a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and separately of Merger Sub (in form and substance reasonably satisfactory to Purchaserthe Securityholders’ Representative) certifying the names and having been signatures of the officers of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub, respectively, authorized to sign this Agreement and the other documents to be delivered hereunder; (ix) at the Closing, certificates (in form and substance reasonably satisfactory to Purchaser at least two business the Securityholders’ Representative) of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and separately of Merger Sub, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent governing body) of Parent and Merger Sub, respectively, authorizing the execution, delivery and performance of this Agreement and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions; and (x) a certificate of good standing, dated not more than ten days prior to the Closing Date, with respect to each of any adjustment Parent and ▇▇▇▇▇▇ Sub, issued by the Secretary of State of the State of Delaware. (b) The Company shall deliver or cause to be delivered to Parent: (i) at the Closing, resignations effective as of the Closing of each of the directors, officers and managers of the Company and its Subsidiaries, other than those directors, officers and managers notified by Parent to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); andSecurityholders’ Representative not less than three Business Days prior to Closing, in form and substance reasonably satisfactory to Parent; (ii) at the Closing, an original signed statement stating that the Company is not and has not been a certificate representing shares of Purchaser Common Stock United States real property holding corporation (registered as defined in the name section 897(c)(2) of the Principal SellerCode) during the applicable period specified in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”. (c897(c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares of Purchaser Common Stock registered in the name of the Principal Seller Code, in accordance with Treasury Regulations Sections 1.1445-2(c)(3) and issued in an amount equal to the Escrowed Purchaser Stock Consideration.1.897-2

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer shall deposit with the Escrow Agent (i) an amount equal to $2,000,000 (the “Adjustment Escrow Amount”) into a designated non-interest bearing account the (“Adjustment Escrow Account”), by wire transfer of immediately available funds in U.S. dollars, and (ii) the Specified Matter Escrow Shares into a designated non-interest bearing account (the “Specified Matter Escrow Account”); provided, that (A) the Specified Matter AP Hostess LP Escrow Shares shall be deemed delivered to the Escrow Agent on behalf of AP Hostess LP, (B) the Specified Matter Hostess CDM Co-Invest Escrow Shares shall be deemed delivered to the Escrow Agent on behalf of Hostess CDM Co-Invest and (C) the Specified Matter CDM Hostess Escrow Shares shall be deemed delivered to the Escrow Agent on behalf of CDM Hostess. Pursuant to an escrow agreement to be entered into on the Closing Date by and between the Buyer, the Sellers’ Representative and the Escrow Agent in form and substance reasonably acceptable to the Parties (the “Escrow Agreement”), the Buyer and the Sellers’ Representative will appoint the Escrow Agent to (I) hold the Adjustment Escrow Amount until the final determination of the Final Closing Consideration Amount and disburse the Adjustment Escrow Amount as provided herein and in the Escrow Agreement and (II) hold and release the Specified Matter Escrow Shares, in each case as provided herein and in the Escrow Agreement. The Specified Matter Escrow Shares shall be available to the Sellers to satisfy any amounts due from the Sellers for any indemnification claims in respect of the Specified Matter pursuant to Section 9.2(a)(viii). (b) At the Closing, the Buyer or Merger Sub shall, as applicable: (ai) pay or cause to be paid (by wire transfer of immediately available funds in U.S. dollars to such account or accounts specified by the Sellers’ Representative) to AP Hostess LP, an amount equal to (A)(1) AP Hostess LP’s Pro-Rata Share, multiplied by (2) the Principal Seller shall Closing Cash Payment Amount, minus (B) 2.5% of the Management LLC Class B-1 and B-2 Cash Payment Amount, minus (C)(1) AP Hostess LP’s Pro-Rata Share, multiplied by (2) the Adjustment Escrow Amount, minus (D) the AP Hostess LP Tax Adjustment Amount, if any, as of the Closing, as set forth in the Allocation Schedule; (ii) pay or cause to be paid (by wire transfer of immediately available funds in U.S. dollars to such account or accounts specified by the Sellers’ Representative) to Hostess CDM Co-Invest, an amount equal to (A)(1) Hostess CDM Co-Invest’s Pro-Rata Share, multiplied by (2) the Closing Cash Payment Amount, minus (B) 2.5% of the Management LLC Class B-1 and B-2 Cash Payment Amount, minus (C)(1) Hostess CDM Co-Invest’s Pro-Rata Share, multiplied by (2) the Adjustment Escrow Amount, minus (D) the CDM Rollover Amount, as set forth in the Allocation Schedule; (iii) pay or cause to be paid (by wire transfer of immediately available funds in U.S. dollars to such account or accounts specified by the Sellers’ Representative) to CDM Hostess, an amount equal to (A)(1) CDM Hostess’ Pro-Rata Share, multiplied by (2) the Closing Cash Payment Amount, plus (B) 5.0% of the Management LLC Class B-1 and B-2 Cash Payment Amount, minus (C)(1) CDM Hostess’ Pro-Rata Share, multiplied by (2) the Adjustment Escrow Amount, as set forth in the Allocation Schedule; (iv) deliver to PurchaserAP Hostess LP certificates or, at AP Hostess LP’s written request, evidence of shares in book-entry form, representing a number of shares of Buyer Class A Common Stock equal to (A) (1) AP Hostess LP’s Pro-Rata Share multiplied by (2) the Closing Number of Securities, plus (B) the number of AP Hostess LP Tax Adjustment Shares, if any, as of the Closing, minus (C) the number of Specified Matter AP Hostess LP Escrow Shares, as set forth in the Allocation Schedule; (v) deliver to Hostess CDM Co-Invest certificates or, at Hostess CDM Co-Invest’s written request, evidence of shares in book-entry form, representing a number of shares of Buyer Class B Common Stock equal to (A)(1) Hostess CDM Co-Invest’s Pro-Rata Share multiplied by (2) the Closing Number of Securities, plus (B) the number of CDM Rollover Shares, minus (C) the number of Specified Matter Hostess CDM Co-Invest Escrow Shares, as set forth in the Allocation Schedule; (vi) deliver to CDM Hostess certificates or, at CDM Hostess’ written request, evidence of shares in book-entry form, representing a number of shares of Buyer Class B Common Stock equal to (A)(1) CDM Hostess’ Pro-Rata Share multiplied by (2) the Closing Number of Securities, minus (B) the number of Specified Matter CDM Hostess Co-Invest Escrow Shares, as set forth in the Allocation Schedule; (vii) pay or cause to be paid the Estimated Hostess Transaction Costs to the applicable payees as set forth on the Estimated Adjustment Statement; (viii) pay or cause to be paid to Hostess Brands the Estimated LTIP Payment Amount, which the Buyer will cause Hostess Brands to distribute to the holders of awards under the LTIP as promptly as possible following the Closing in accordance with the amounts set forth on the Estimated Adjustment Statement; (ix) contribute to Hostess Holdings the Deleveraging Amount; (x) deliver to the Sellers a copy of the Hostess Holdings A&R LPA, duly executed by the Buyer; (xi) deliver to the Sellers a certified copy of the Buyer A&R Charter and the Buyer A&R Bylaws; (xii) deliver to AP Hostess LP a certified copy of the certificate of incorporation of Merger Sub; (xiii) deliver to AP Hostess LP a copy of the AP Hostess Holdings Merger Agreement, duly executed by the Buyer and by Merger Sub; (xiv) deliver to Hostess CDM Co-Invest a copy of the Contribution and Purchase Agreement, duly executed by the Buyer; (xv) deliver to the Sellers a copy of the Exchange Agreement, duly executed by the Buyer; (xvi) deliver to the Sellers a copy of the Tax Receivable Agreement, duly executed by the Buyer; (xvii) deliver to the Sellers a copy of the Registration Rights Agreement, duly executed by the Buyer; (xviii) deliver to the Sellers a copy of the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (xix) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2. (c) At the Closing, AP Hostess LP will deliver to the Buyer: (i) a certificate representing all Principal Shares held by copy of the Principal SellerAP Hostess Holdings Merger Agreement, duly endorsed in blank or accompanied executed by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixedAP Hostess Holdings; (ii) each Minority Stock a copy of the Tax Receivable Agreement, duly executed by AP Hostess LP; (iii) a copy of the Registration Rights Agreement, duly executed by AP Hostess LP; and (iv) all documents, instruments or certificates required to be delivered by AP Hostess LP or AP Hostess Holdings at or prior to the Closing pursuant to Section 7.1. (d) At the Closing, Hostess CDM Co-Invest and CDM Hostess will deliver to the Buyer: (i) a copy of the Hostess Holdings A&R LPA, duly executed by Hostess CDM Co-Invest and CDM Hostess; (ii) a copy of the Contribution and Purchase Agreement, duly executed by each Minority Stockholder;Hostess CDM Co-Invest and CDM Hostess; and (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers a copy of the CompanyExchange Agreement, duly executed by Hostess CDM Co-Invest and CDM Hostess; (iv) a certificate copy of the Principal SellerTax Receivable Agreement, in form duly executed by CDM Hostess and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax ActHostess CDM Co-Invest; (v) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder copy of the company Registration Rights Agreement, duly executed by CDM Hostess and chooses to make the Section 338(h)(10) election on IRS Form 8023Hostess CDM Co-Invest; and (vi) such other documents as Purchaser all documents, instruments or its counsel may reasonably request certificates required to demonstrate satisfaction of be delivered by Hostess CDM Co-Invest or CDM Hostess at or prior to the conditions and compliance with the covenants set forth in this AgreementClosing pursuant to Section 7.1. (be) Purchaser shall At the Closing, AP Hostess LP and Hostess CDM Co-Invest will deliver to the Principal SellerBuyer: (i) paymenta copy of the Management LLC Merger Agreement, duly executed by wire transfer to Hostess Holdings and Management LLC; (ii) a bank account designated in writing copy of the Exchange Agreement, duly executed by Hostess Holdings; and (iii) a copy of the Principal Seller Hostess Holdings A&R LPA, duly executed by Hostess Holdings and Hostess GP. (such designation having been made at least two business days prior f) At the Closing, the Sellers’ Representative will deliver to the Closing Date), immediately available funds in an amount equal to Buyer: (i) a true and complete schedule reflecting (A) the difference between (I) Closing Cash Payment Amount, the Cash Consideration and (II) Closing Number of Securities, the Escrowed Cash ConsiderationDeleveraging Amount, plus the AP Hostess LP Tax Adjustment Amount, (B) [REDACTED]the amount of cash to be paid to each Cash Recipient pursuant to Section 2.4(b), such number being the product of (IC) the Principal Seller’s pro rata ownership number of the outstanding shares of Buyer Class A Common Stock to be issued to AP Hostess LP pursuant to Section 2.4(b), (D) the Company immediately prior number of shares of Buyer Class B Common Stock to Closing be issued to CDM Hostess and Hostess CDM Co-Invest pursuant to clause Section 2.4(b), (E) the number of Specified Matter AP Hostess LP Escrow Shares, Specified Matter CDM Hostess Escrow Shares and Specified Matter Hostess CDM Co-Invest Escrow Shares, (F) the number of Class B LP Units to be purchased by the Buyer from Hostess CDM Co-Invest and CDM Hostess pursuant to the Contribution and Sale Agreement, and (IIG) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 Allocation (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date AmountAllocation Schedule”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name copy of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered Escrow Agreement, duly executed by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”Sellers’ Representative. (cg) Purchaser The number of shares of Buyer Class A Common Stock and Buyer Class B Common Stock which each Seller is entitled to receive under this Section 2.4 shall deliver be rounded up to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares nearest whole number of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Considerationshares.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller shall deliver to Purchaser, Buyer shall: (i) a certificate representing all Principal Shares held deliver to the Paying Agent: (A) on behalf of the Sellers, the Cash Consideration plus the Estimated Closing Cash less the sum of (1) the Purchase Price Adjustment Escrow Amount, (2) the Indemnification Escrow Amount, (3) the Option Cashout Amount, (4) the Estimated Closing Indebtedness Amount, and (5) the Estimated Closing Transaction Expense Amount, by wire transfer of immediately available funds to the account designated by the Principal Paying Agent (the “Closing Date Payment”); and (B) the Paying Agent Agreement; (ii) deliver to Sellers the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.03 of this Agreement; and (iii) pay, on behalf of the Company or Sellers, the following amounts: (A) the Estimated Closing Indebtedness Amount by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Certificate; (B) the Estimated Closing Transaction Expense Amount by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Certificate; (iv) deliver to the Rollover Sellers the Stock Consideration in the amounts allocated among the Rollover Sellers as set forth in the Distribution Schedule; (v) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers set forth in Article IX and the obligations of Sellers in Section 2.04(d) and Section 7.08; (C) the Escrow Agreement; (vi) deliver to the Company, for delivery to the Optionholders, the Option Rollover Consideration in the amounts allocated among the Optionholders as set forth in the Distribution Schedule; and (vii) deliver to the Company, for payment to the Optionholders through payroll, the Option Cashout Amount (as defined below) in the amounts allocated among the Optionholders as set forth in the Distribution Schedule. (b) At the Closing, each Seller and Optionholder shall deliver to Buyer: (i) stock certificates evidencing the Shares owned by such Seller, free and clear of all Encumbrances, duly endorsed in blank or accompanied by a stock power powers or other instruments of transfer duly endorsed executed in blank in proper form for transferblank, with appropriate all required stock transfer tax stampsstamps affixed thereto (or, if anyany Seller determines that its certificate(s) has been lost, affixedstolen or destroyed, such Seller shall deliver an executed lost certificate affidavit and indemnification agreement reasonably acceptable to Buyer to indemnify Buyer against any claim that may be made on account of any lost certificate(s)); (ii) each Minority Stock Purchase Agreementoriginal instruments evidencing the Warrants held by such Seller, free and clear of all Encumbrances, duly endorsed in blank or accompanied by instruments of transfer duly executed by each Minority Stockholder; in blank, with all required transfer tax stamps affixed thereto (iiior, if any Seller determines that its instrument(s) duly signed resignationshas been lost, effective immediately after the Closingstolen or destroyed, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (v) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of the company and chooses to make the Section 338(h)(10) election on IRS Form 8023; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Purchaser Seller shall deliver an executed lost instrument affidavit and indemnification agreement reasonably acceptable to the Principal Seller: (i) payment, by wire transfer Buyer to a bank indemnify Buyer against any claim that may be made on account designated in writing by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”lost instrument(s)); and (iiiii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made Seller or Optionholder at least two business days or prior to the Closing date), immediately available cash funds in an amount equal pursuant to the Escrowed Cash Consideration and (ii) a certificate representing shares Section 8.02 of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Considerationthis Agreement.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller shall deliver to Purchaser, Buyer shall: (i) a certificate representing all Principal Shares held deliver to Seller: (A) the Initial Payment, less (B) the Purchase Price Adjustment Escrow Amount, and less (C) the Indemnity Escrow Amount, by wire transfer of immediately available funds to one or more accounts designated in writing by Seller to Buyer no later than three (3) Business Days prior to the Principal Seller, duly endorsed in blank or accompanied by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixedClosing Date; (ii) each Minority Stock deliver to Seller the Ancillary Documents to which ▇▇▇▇▇ is a party, duly executed by ▇▇▇▇▇; (iii) deliver to the holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from Seller to such holders of outstanding Indebtedness as set forth on the Closing Statement; (iv) deliver to the designated third parties by wire transfer of immediately available funds that amount of money due and owing from Seller or any Shareholder to such third parties as Transaction Expenses as set forth on the Closing Statement; and (v) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.07(d); (B) the Indemnity Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnity Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller and the Shareholders in Section 6.02; and (C) the Escrow Agreement, duly executed by each Minority Stockholder▇▇▇▇▇. (b) At the Closing, Seller shall deliver to Buyer and, in the case of the Escrow Agreement being delivered pursuant to clause (ii) below, the Escrow Agent: (i) the Ancillary Documents, duly executed by ▇▇▇▇▇▇; (ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code, duly executed by Seller; (iii) duly signed resignationsall approvals, effective immediately after the Closing, of all directors consents and officers waivers that are listed on Section 3.04 of the CompanyDisclosure Schedules, duly executed by the counterparts thereof; (iv) a good standing certificate (or its equivalent) for Seller from the Secretary of State of the Principal Seller, State of California and each other jurisdiction in form and substance satisfactory which Seller is required to Purchaser, certifying that the Acquisition is exempt from withholding pursuant be registered to the Foreign Investment in Real Property Tax Actdo business as a foreign corporation; (v) a certificatesatisfaction and release agreement executed by Bank of America, signed N.A. acknowledging that all obligations owed by each Minority Stockholder under penalty the Company to Bank of perjuryAmerica, stating that each Minority Stockholder is N.A. have been satisfied and authorizing the Company to file a stockholder of UCC-3 termination statement discharging the company and chooses to make lien on the Section 338(h)(10) election on IRS Form 8023Purchased Assets; and (vi) such other documents or instruments as Purchaser or its counsel Buyer may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreementrequest. (b) Purchaser shall deliver to the Principal Seller: (i) payment, by wire transfer to a bank account designated in writing by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Consideration.

Transactions to be Effected at the Closing. (a) At the Closing: (a) the Principal Seller shall deliver to Purchaser, Buyer shall: (i) a certificate representing all Principal Shares deliver to Sellers: (A) the Estimated Cash Consideration in the amounts specified on Annex A hereto (in proportion to their respective Pro Rata Shares) by wire transfer of immediately available funds to the Purchase Price Bank Account for each Seller; and (B) the Escrow Agreement duly executed by Buyer. (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) to the Lenders, the amounts necessary to pay off the portion of the Estimated Closing Indebtedness owed to the Lenders by wire transfer of immediately available funds to the accounts and in the amounts specified in the Debt Payoff Letters; and (B) to the Persons identified in the Invoices, the amounts necessary to pay off the portion of the Estimated Closing Transaction Expenses owed to such Persons by wire transfer of immediately available funds to the accounts and in the amounts specified in the Invoices. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers in Section 2.04(d); (B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers set forth in ARTICLE VII and the obligations of Sellers in Section 2.04(d) and Section 6.09; (C) the Retention Bonus Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Retention Bonus Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held pursuant to Section 2.08; (D) the Tax Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Tax Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held pursuant to Section 6.07; (E) the PPP Escrow Amount by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held pursuant to Section 2.07; (F) the Special Indemnity Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Special Indemnity Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers with respect to Item 3 and Item 4 on Annex F; and (G) the Escrow Agreement duly executed by Buyer and, subject to the satisfaction of Section 2.03(b)(ii), the Sellers’ Representative. (iv) deliver to the Sellers’ Representative the Sellers’ Representative Expense Fund by wire transfer of immediately available funds to an account designated by the Sellers’ Representative, to be held pursuant to Section 8.01. (v) deliver to each Key Employee, an employment agreement in form and substance reasonably acceptable to Buyer and each Key Employee (each, an “Employment Agreement”), duly executed by Buyer. (b) At the Closing, the Sellers’ Representative shall deliver to Buyer: (i) written assignments of the Membership Interests held by each Seller to Buyer, in a form mutually agreed by the Principal SellerSellers’ Representative and Buyer (the “Assignments”), duly endorsed in blank or accompanied executed by a stock power duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixedeach Seller; (ii) the Escrow Agreement duly executed by the Sellers’ Representative; (iii) written resignations, in a form mutually agreed by the Sellers’ Representative and Buyer, effective as of the Closing Date, of each Minority Stock Purchase Agreementmanager and officer of the Company (solely with respect to their officer and manager designations but not from employment by the Company) as the Buyer may have requested in writing prior to the Closing Date, duly executed by each Minority Stockholdersuch manager or officer; (iiiiv) an employment agreement in form and substance reasonably acceptable to Buyer and each Key Employee (each, an “Employment Agreement”), duly signed resignationsexecuted by each Key Employee and the Company; (v) a certificate of the secretary, effective immediately after assistant secretary or manager of the Company dated as of the Closing Date and attaching (A) the Company’s Articles of Organization and all amendments thereto, certified by the State Corporation Commission of the Commonwealth of Virginia not more than seven (7) Business Days prior to the Closing Date; (B) the Operating Agreement; (C) a certificate of good standing of the Company certified by the State Corporation Commission of the Commonwealth of Virginia and each other jurisdiction in which the Company is qualified to do business issued not more than seven (7) Business Days prior to the Closing Date; (D) all resolutions of the board of managers of the Company authorizing and approving this Agreement and the Ancillary Documents and the Transactions; and (E) incumbency and signatures of the officers or manager(s) of the Company executing this Agreement or any Ancillary Document; (vi) evidence, in form and substance reasonably acceptable to Buyer, that those notices required to be given and Filings required to be made by any Seller or the Company in connection with the execution, delivery, and performance of this Agreement or the Ancillary Documents and the consummation and performance of the Transactions that are or are required to be set forth on Section 3.04 of the Disclosure Schedules have been duly given to or made with the appropriate Persons, and copies, in form and substance reasonably acceptable to Buyer, of those Consents required to be obtained by any Seller or the Company in connection with the execution, delivery, and performance of this Agreement or the Ancillary Documents and the consummation and performance of the Transactions that are or are required to be set forth on Section 3.04 of the Disclosure Schedules, duly executed by the appropriate Persons; (vii) payoff letters (the “Debt Payoff Letters”), in form and substance reasonably acceptable to Buyer, duly executed by the Lenders, providing for, upon the payment of all Closing Indebtedness owed by the Company to such Lender at the Closing, the termination of all directors Encumbrances held by such Lender with respect to the Assets of the Company (including authorization of the Company and officers the Company’s Representatives to file all necessary UCC-3 termination statements and other necessary documentation in connection with the termination of such Encumbrances); (viii) invoices (the “Invoices”) from the applicable Persons, dated no more than two (2) Business Days prior to the Closing Date, with respect to all Closing Transaction Expenses due and payable to such applicable Persons as of the Closing Date; and (ix) evidence, in form and substance reasonably acceptable to Buyer, that the Company has purchased “tail” policies (the “Tail Policies”) that (A) provide extended reporting period coverage under those insurance policies of the Company set forth on Annex D covering claims asserted within six (6) years after the Closing Date arising from action, event, development, or occurrence that occurred at or before the Closing (including consummation and performance of the Transactions) and (B) name as insureds thereunder all current and former directors, officers, and employees of the Company; (ivx) evidence, in form and substance reasonably acceptable to Buyer, that the Company has terminated those Contracts, Benefit Plans, and Insurance Policies set forth on Annex E, if any, in each case, in accordance with the terms of such Contract, Benefit Plans, and Insurance Policies; (xi) a certificate of the Principal executed by each Seller, in form and substance satisfactory reasonably acceptable to PurchaserBuyer, duly completed pursuant to Treasury Regulation Section 1.1445-2(b) and Code Section 1446(f)(2) certifying that the Acquisition such Seller is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Actnot a foreign person; (vxii) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder an electronic copy (e.g. CD-ROM or USB drive) of the company and chooses Data Room as it exists immediately prior to make the Section 338(h)(10) election on IRS Form 8023Closing; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Purchaser shall deliver to the Principal Seller: (i) payment, by wire transfer to a bank account designated in writing by the Principal Seller (such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (Axiii) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared PPP Escrow Agreement duly executed by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”PPP Lender. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent (such designation to be made at least two business days prior to the Closing date), immediately available cash funds in an amount equal to the Escrowed Cash Consideration and (ii) a certificate representing shares of Purchaser Common Stock registered in the name of the Principal Seller and issued in an amount equal to the Escrowed Purchaser Stock Consideration.

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties: (a) the Principal Seller Stockholders shall deliver to Purchaser: (i) a certificate the Parent Certificates representing all Principal Shares held by the Principal SellerShares, duly endorsed in blank or accompanied by a stock power powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax Tax stamps, if any, affixed; (ii) each Minority Stock Purchase Agreement, duly executed and the letter of transmittal described in Section 3.3 required to be delivered by each Minority StockholderStockholder prior to payment of any merger consideration by the Parent hereunder; (iii) duly signed resignations, effective immediately after the Closing, of all directors and officers of the Company; (iv) a certificate of the Principal Seller, in form and substance satisfactory to Purchaser, certifying that the Acquisition is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act; (v) a certificate, signed by each Minority Stockholder under penalty of perjury, stating that each Minority Stockholder is a stockholder of the company and chooses to make the Section 338(h)(10) election on IRS Form 8023; and (vi) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. (b) Purchaser upon receipt of the information and documentation referenced in Section 4.2(a) above for a Stockholder, the Parent shall deliver to the Principal Seller: (i) paymentsuch Stockholder sufficient cash, shares of Parent’s Stock and Warrants to make all deliveries to such Stockholder pursuant to Section 3.2(a)(i). The cash payment described herein shall be by wire transfer of immediately available funds to a bank account designated in writing by the Principal Seller (each such designation having been made at least two business days prior to the Closing Date), immediately available funds in an amount equal to (A) the difference between (I) the Cash Consideration and (II) the Escrowed Cash Consideration, plus (B) [REDACTED], such number being the product of (I) the Principal Seller’s pro rata ownership of the outstanding shares of the Company immediately prior to Closing and (II) an estimate as of the close of business on the Closing Date, prepared by the Company (and reasonably satisfactory to Purchaser) and having been delivered to Purchaser at least two business days prior to the Closing Date, of any adjustment to the Cash Consideration under Section 1.04 (the Cash Consideration plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Cash Closing Date Amount”); and (ii) a certificate representing shares of Purchaser Common Stock (registered in the name of the Principal Seller) in an aggregate amount equal 233,683. The shares of Purchaser Common Stock delivered by Purchaser pursuant to this Section 1.03(b)(ii), together with the Cash Closing Date Amount, is hereinafter called the “Closing Date Amount”. (c) Purchaser shall deliver to the Escrow Agent (i) payment, by wire transfer to a bank account designated in writing by the Escrow Agent Stockholder (such designation to be made at least two business days (2) Business Days prior to the Closing dateDate); (c) the Company shall pay to each Optionholder (other than in respect of a Roll Over Option), by wire transfer of immediately available cash funds funds, check or direct deposit, an amount equal to such Optionholder’s portion of the Aggregate Cash Option Consideration in accordance with Section 3.7 herein plus any amount described in Section 3.7(d)(ii); provided that with respect to each Option, the amount paid to an Optionholder shall be reduced by all applicable withholding amounts, if any, with respect to the exercise of the underlying Option in accordance with Section 3.7 herein and Parent shall issue the Roll Over Options to the Roll Over Optionholders; (d) the Parent shall deliver to the Company an amount equal to the Escrowed Aggregate Cash Consideration and (ii) a certificate representing shares Option Consideration, payable by wire transfer of Purchaser Common Stock registered in the name immediately available funds to such bank account of the Principal Seller and issued Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing); (e) the Parent shall deliver to the Bank on behalf of the Company an amount equal to the Escrowed Purchaser Credit Agreements Payoff Amount; (f) the Parent shall deliver to the Company by wire transfer of immediately available funds to such bank accounts of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount sufficient to pay the Preferred Liquidation Amount; (g) the Company shall pay the Preferred Liquidation Amount to the holders of the Series A Preferred Stock; (h) the Parent shall deliver to the Company by wire transfer of immediately available funds to such bank account of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount sufficient to pay the Company Expenses; (i) the Company shall pay the Company Expenses; (j) the Parent shall deliver to the Escrow Agent the Escrow Amount consisting of the shares of Parent’s Stock Considerationto be held in the Escrow Fund; and (k) the Parent shall issue to each Warrantholder the number of Warrants set forth opposite such Warrantholder’s name on Annex D attached hereto.