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

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

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) Deliver deliver to Seller: (A) the Closing Date Payment by wire transfer of immediately available funds to Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank an account designated in writing by Seller at least one (1) to Buyer no later than five Business Day Days prior to the Closing; (B) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (C) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and (vB) Deposit $233,199.75 the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of cash this Agreement. (ii) pay, on behalf of the Acquired Companies or Seller, the following amounts: (A) Indebtedness of the Acquired Companies to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate; and (C) Seller’s Fees. (iii) deliver to the Escrow Agent: (A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “PPP Loan Purchase Price Adjustment Escrow AmountFund”) into by wire transfer of immediately available funds to an escrow account (designated by the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”, to be held for the purpose of securing the obligations of Seller in Section 2.04(d), substantially in ; (B) the form of Exhibit C attached hereto, which PPP Loan Indemnification Escrow Amount (inclusive of such amount, including any interest or other amounts earned thereon and earnings thereonless any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) will be for the exclusive source to satisfy any amounts owed by Buyer to purpose of securing the indemnification obligations of Seller pursuant to set forth in ARTICLE VIII and the obligations of Seller in Section 5.072.04(d) and Section 6.09 and; (C) the Escrow Agreement. (b) At the Closing, Seller shall: (i) Deliver deliver to Buyer: (A) an assignment stock certificates evidencing the Shares, free and clear of the Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment Agreement”)all Encumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Seller;in blank, with all required stock transfer tax stamps affixed thereto; and (B) written resignationthe Ancillary Documents and all other agreements, effective as of documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing Date, pursuant to Section 7.02 of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents, each duly executed by Seller; (D) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, the Company and Buyer in form and substance satisfactory to Buyer; andthis Agreement. (ii) Deliver deliver to the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; (ii) to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow Agreement.

Transactions to be Effected at the Closing. (a) At the ClosingClosing (or as provided in Section 2.02(b)(iv)), Buyer shall: Seller shall deliver or cause to be delivered to Purchaser: (i) Deliver to Seller: (A) immediately available funds to Seller in the aggregate amount a counterpart of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank account designated in writing by Seller at least one (1) Business Day prior to the Closing; (B) each of the Ancillary DocumentsAgreements (other than the Pre- Novation Agreement and the Reverse Supply Agreement) to which Seller or any of its Affiliates is a party, each executed by a duly authorized representative of Seller or its applicable Affiliate; (ii) subject to Section 2.02(b)(iv) and in accordance with Schedule 3.02(a)(ii), the tangible Transferred Assets; (iii) stock certificates (or an affidavit of loss in lieu thereof) representing the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank for transfer; (iv) an Internal Revenue Service Form W-8BEN-E duly executed by Buyer Seller; (v) an IRS Form W-9 duly executed by Seller Parent; (vi) a certificate of good standing with respect to the extent Buyer is a party thereto; and (C) Evidence Transferred Entity, issued by the Secretary of the procurement by Buyer State of Delaware, as of a Directors & Officers insurance tail policy of no less date not more than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day 30 calendar days prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and (vvii) Deposit $233,199.75 Lien releases, including UCC-3 termination statements, in connection with any Liens on the Transferred Shares, any assets of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form Transferred Entity or any of Exhibit C attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to satisfy any amounts owed by Buyer to Seller pursuant to Section 5.07;the (b) At the Closing, Seller shall: Purchaser shall deliver to Seller: (i) Deliver payment, by wire transfer of immediately available funds to Buyer: one or more accounts designated in writing by Seller prior to the Closing, of an amount equal to the Purchase Price; (Aii) an assignment a counterpart of each of the Membership Interests Ancillary Agreements (other than the Pre- Novation Agreement and the Reverse Supply Agreement) to Buyer in form and substance satisfactory to Buyer (the “Assignment Agreement”)which Purchaser or any of its Affiliates is a party, duly executed by Seller; a duly authorized representative of Purchaser or its applicable Affiliate; and (Biii) written resignationeach of the Purchaser Insurance Policies, bound and effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents, each duly executed by Seller; (D) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, the Company and Buyer in form and substance satisfactory to Buyer; and (ii) Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; (ii) to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow Agreement.date thereof. SECTION 3.03

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver to the Sellers the Purchase Price as follows: (i) Deliver to Seller: $2,500,000 in cash (net of the Advance), with (A) [$1.2 million] being paid to the Preferred Holders in the amounts set forth opposite each such Holder’s name on Schedule A and (B) [$1.3 million] being paid to the Sellers, after the deduction of certain fees and expenses, in the amounts set forth opposite each such Seller’s name on Schedule B, in each case by wire transfer of immediately available funds to Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank account respective accounts designated in writing by Seller at least one (1) Business Day prior thereby to the Closing; (B) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (C) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver $1,500,000 in unregistered shares of Common Stock to J▇▇the Sellers, or an aggregate of ___ such shares (the “Share Consideration”) calculated based on a price per share equal to 90% of the volume weighted-average closing price per share of Common Stock as quoted on the NASDAQ for the 30 trading days prior to the date of delivery of such shares (“the Share Issuance Formula”) as of the date immediately preceding the Closing Date, as further set forth in Schedule C; (iii) An aggregate of $1,000,000 in senior secured promissory notes delivered to the Sellers (the “Seller Notes”), as further set forth in Schedule D, which Seller Notes shall be on substantially the terms and conditions as set forth on Exhibit B to this Agreement; (iv) $1,200,000 in cash (the “AR Payments”), which amount shall be due and payable from time to time on and after the Closing Date pursuant to the terms of Section 2.1 below, which AR Payments may be adjusted pursuant to Section 2.2 of this Agreement; (v) the Security Agreement and the Pledge Agreement, in each case duly executed by an authorized executive officer of Buyer; (vi) an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, an employee Esq., outside corporate counsel of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and (v) Deposit $233,199.75 of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C attached heretothe legal opinion set forth on Schedule E; and (vii) all other documents, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will instruments or certificates required to be the exclusive source to satisfy any amounts owed delivered by Buyer at or prior to Seller the Closing pursuant to Section 5.07;this Agreement. (b) At the Closing, Seller shallSellers and/or the Company shall deliver to Buyer: (i) Deliver to Buyer: (A) an assignment of original certificates for the Membership Interests to Buyer Purchased Shares duly endorsed or accompanied by stock powers duly endorsed in form and substance satisfactory to Buyer (the “Assignment Agreement”), duly executed by Seller; (B) written resignation, effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents, each duly executed by Seller; (D) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, the Company and Buyer in form and substance satisfactory to Buyer; and (ii) Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Priceblank; (ii) all other documents and instruments reasonably necessary to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇vest in Buyer all of Sellers’ right, a stock certificate title and interest in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal and to the Issuance PricePurchased Shares; (iii) a statement representing the calculation of Net Working Capital, with supporting documentation, prepared as of the most practicable date prior to Closing; (iv) a certificate of good standing for the Company from the State of Delaware, dated a reasonable date prior to the Closing Date; (v) duly signed resignations, effective immediately upon the Closing, of all directors of their position as a director of the Company; provided that no such resignation by any individual shall be a resignation from employment with the Company if such individual is so employed; and (iiivi) all other documents, instruments or certificates required to be delivered by the Company or Sellers at or prior to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment Closing pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow this Agreement.

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

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) Deliver deliver to Sellerthe Sellers: (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 Sellers to Buyer no later than three (3) Business Days prior to the Closing Date; (ii) deliver to the Sellers’ Representative the Ancillary Documents, duly executed by ▇▇▇▇▇; (iii) deliver to the holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from any Seller or the Company to such holders of outstanding Indebtedness as set forth on the Closing Statement; (iv) deliver to the designated third parties by wire transfer of immediately available funds that amount of money due and owing from any Seller or the Company to such third parties as Transaction Expenses 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 Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers in writing by Seller at least one (1) Business Day prior to the ClosingSection 2.04(d); (B) the Ancillary DocumentsIndemnity Escrow Amount (such amount, each duly executed including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnity Escrow Fund”) by Buyer wire transfer of immediately available funds to an account designated by the extent Buyer is a party theretoEscrow Agent, to be held for the purpose of securing the obligations of Sellers in Section 7.02; and (C) Evidence of the procurement Escrow Agreement, duly executed by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and (v) Deposit $233,199.75 of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to satisfy any amounts owed by Buyer to Seller pursuant to Section 5.07;. (b) At the Closing, each Seller shall deliver to Buyer: (i) an assignment of the Purchased Interests in a form reasonably satisfactory to Buyer, duly executed by such Seller; (ii) the Ancillary Documents to which such Seller is a party, duly executed by such Seller; (iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Code, duly executed by such Seller; and (i) such other documents or instruments as Buyer may reasonably request. (c) At the Closing, Sellers’ Representative shall: (i) Deliver to Buyer: (A) an assignment of the Membership Interests deliver to Buyer in form and substance satisfactory to Buyer (the “Assignment Escrow Agent the Escrow Agreement”), duly executed by Seller; (B) written resignation, effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents, each duly executed by Seller; (D) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, the Company and Buyer in form and substance satisfactory to Buyer; and (ii) Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance PriceSellers’ Representative; (ii) deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇Buyer all approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules, duly executed by the counterparts thereof; (iii) deliver to Buyer resignations of the managers and officers of the Company requested pursuant to Section 5.01; (iv) deliver to Buyer a stock good standing certificate (or its equivalent) for the Company from the Secretary of State of the State of California and each other jurisdiction in which the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in Company is required to be registered to do business as a foreign corporation; (v) deliver to Buyer a Second Amendment to Operating Agreement for the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to Company, duly executed by the Issuance Priceparties therto; and (iiivi) deliver to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the such other documents or instruments as Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow Agreementmay reasonably request.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) Deliver to SellerSellers: (A) immediately available funds to Seller Sellers, ▇▇▇▇▇ ▇▇▇▇▇▇ and Elodie Crichi in the amounts set forth on Schedule B in the aggregate amount of Four Twenty Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.2520,000,000) by wire transfer to the bank account accounts designated in writing by Seller each of the Sellers, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ at least one (1) Business Day prior to the Closing; (B) Notes to Sellers in the amounts set forth on Schedule B; (C) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and (CD) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement;; and (iviii) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and (viv) Deposit $233,199.75 662,168.85 of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller the Sellers’ Representative and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C D attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to satisfy any amounts owed by Buyer to Seller Sellers pursuant to Section 5.076.11; (b) At the Closing, Seller each of the Sellers shall: (i) Deliver to Buyer: (A) an assignment of the Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment AgreementAgreements”), duly executed by such Seller; (B) written resignation, effective as of the Closing Date, of such Seller in his his/her capacities as officer and manager of the Company, if applicable; (C) a counterpart to each of the Ancillary Documents, each duly executed by such Seller, and in the case of the Escrow Agreement, the Sellers’ Representative; (D) a counterparts to the release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of SellerSellers, the Company and Buyer in form and substance satisfactory to Buyer, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇ and each of the Sellers; (E) counterparts to the release by Elodie Crichi of Sellers, the Company and Buyer in form and substance satisfactory to Buyer, duly executed by Elodie Crichi and each of the Sellers; and (ii) Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) subject to Sellera Closing Share Adjustment as set forth in Section 2.02(a), a stock certificate in to each of the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; (ii) to JSellers, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ such Seller in the amounts set forth on Schedule B hereto representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Seven Million Five Hundred Fifty Thousand Dollars ($250,0007,500,000) at a per share price equal to the Issuance Price; and (iiiii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Two Million Dollars ($375,0002,000,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller Sellers and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller the Sellers (pro rata in accordance with each Seller’s Pro Rata Share) pursuant to the terms of the Escrow Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) Deliver deliver the Cash Payment to Sellerthe Sellers, by wire transfer of immediately available funds to the accounts designated by each Seller in writing; (ii) deliver or cause to be delivered to the Sellers each of the following: (A) The Escrow Agreement, duly executed by the Buyer; (B) The Non-Competition and Non-Solicitation Agreements, each duly executed by the Buyer; and (C) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (iii) pay, on behalf of the Company or Sellers, the following amounts: (A) the Estimated Indebtedness Amount of the Company to be paid at Closing, by wire transfer of immediately available funds to Seller the accounts and in the aggregate amount amounts specified on the Estimated Closing Statement; and (B) the Estimated Transaction Expenses unpaid at Closing, by wire transfer of Four Million One Hundred Forty-One Thousand Eight Hundred immediately available funds to the accounts and 25/100 Dollars in the amounts specified on the Estimated Closing Statement. ($4,141,800.25iv) 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 bank account designated Escrow Agent, to be held for the purpose of securing the obligations of Sellers in writing by Seller at least one Section 2.05(c), and for the avoidance of doubt, as set forth in the Escrow Agreement, the balance of the Purchase Price Adjustment Escrow Fund after payments, if any, pursuant to Section 2.05(c)(ii)(B) shall be released to Sellers within ten (110) Business Day prior to Days of the Closingdetermination and payment of the Net Adjustment Amount; (B) the Ancillary DocumentsIndemnification Escrow Amount (such amount, each duly executed including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by Buyer wire transfer of immediately available funds to accounts designated by the extent Buyer is a party theretoEscrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VII and the obligations of Seller in Section 2.05(c) and Section 6.08; and (C) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer; (ii) Deliver to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller at least one (1) Business Day prior to the Closing; (iii) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to , duly executed by Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and (v) Deposit $233,199.75 of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to satisfy any amounts owed by Buyer to Seller pursuant to Section 5.07;. (b) At the Closing, Seller shallSellers shall deliver to Buyer: (i) Deliver to Buyer:stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (Aii) an assignment of the Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment The Escrow Agreement”), duly executed by Sellerthe Sellers and the Escrow Agent; (Biii) written resignationThe Non-Competition and Non-Solicitation Agreements, effective each duly executed by the applicable Seller and/or Key Personnel; (iv) Fully executed payoff letters and all related lien releases from the holders of all the Estimated Indebtedness Amounts and Estimated Transaction Expenses (which Sellers delivered prior to the Closing Date pursuant to Section 2.05 and as set forth on Section 2.04(b)(iv) of the Disclosure Schedule); (v) Evidence, satisfactory to the Buyer, that each of the Key Personnel has agreed to remain employed by the Company after the Closing Dateon terms acceptable to the Buyer in its sole discretion, and such Key Personnel’s execution and delivery of Seller the Non-Competition and Non-Solicitation Agreements, in his capacities as officer the form prescribed by Buyer; (vi) All approvals, consents and manager waivers that are listed on Section 4.04 of the Disclosure Schedules; (vii) Resignations of the directors and officers of the Company; (Cviii) Good standing certificate (or its equivalent) for the Ancillary Documents, Company from the Secretary of State or similar Governmental Authority of Michigan and each duly executed by Sellerjurisdiction in which the Company is qualified to do business; (Dix) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ duly executed certificate compliant with Treasury Regulation 1.1445-2(b)(2) and the regulations thereunder establishing from each Seller that such Seller is not a foreign Person within the meaning of Seller, Section 1445 of the Company and Buyer in form and substance satisfactory to BuyerCode; and (iix) Deliver a certificate of the Escrow Agreement to Secretary or an Assistant Secretary (or equivalent officer) of Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name board of directors of Seller representing in authorizing the aggregate a number execution, delivery and performance of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; (ii) to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller this Agreement and the Company referenced in Article VI; provided, that on Transaction Documents and the first (1st) anniversary consummation of the Closing Datetransactions contemplated hereby and thereby, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with respect to the Buyer Shares transactions contemplated hereby and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released to Seller pursuant to the terms of the Escrow Agreementthereby.

Transactions to be Effected at the Closing. (a) At the Closing, the following transactions shall be effected: (a) Buyer shall:shall deliver (or cause to be delivered): (i) Deliver to Seller: (A) the Sellers, by wire transfer of immediately available funds to Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank an account or accounts designated in writing by Seller the Sellers at least one two (12) Business Day Days prior to the ClosingClosing Date, an amount equal to the Estimated Purchase Price; (Bii) the Ancillary Documents, each duly executed by Buyer to such parties to whom any Unpaid Business Transaction Expenses are payable pursuant to the extent Buyer is a party theretoinstruction delivered pursuant to Section 2.2(b), by wire transfer of immediately available funds to such bank account or bank accounts designated pursuant to Section 2.2(b), the applicable amount set forth in the instruction delivered pursuant to Section 2.2(b); (iii) to the Sellers, the certificate contemplated by Section 8.3; and (Civ) Evidence to the Sellers a duly executed counterpart to each of the procurement by Ancillary Agreements to which Buyer or any of its Affiliates is a Directors & Officers insurance tail policy party. (b) the Sellers shall deliver (or cause to be delivered): (i) to Buyer, appropriate instruments of no less than six (6) years covering transfer, including the Company’s officers Piedras Transfer Agreement, and directors up subject to three hundred percent (300%) the proviso in Section 2.1(c), evidencing the transfer of the annual policy premium, the cost of which shall be borne by Transferred Interests to Buyer; (ii) Deliver to J▇Buyer, certificates representing the issued and outstanding shares of capital stock of any of the Business Subsidiaries (to the extent such shares are certificated); (iii) to Buyer, the certificates contemplated by Section 7.3; (iv) to Buyer, the certificates and documents contemplated by Section 6.15(b)(i) and (h); and (v) to Buyer a duly executed counterpart to each of the Ancillary Agreements to which the Sellers or any of their Affiliates is a party; (c) LSCC shall assign the Business JV Commercial Agreements relating to the Two ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Buyer, an employee of the Company, immediately available funds to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ extent assignment is permitted under the terms thereof or Seller at least one (1) Business Day prior consent to the Closingassignment has been obtained; (iiid) Deliver to the Escrow Agent the Escrow Agreement; (iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) so long as soon as practicable following the Closing, but in no event later than two (2) Business Days after the a JV Closing Date; and (v) Deposit $233,199.75 of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to satisfy any amounts owed by Buyer to Seller pursuant to Section 5.07; (b) At the Closing, Seller shall: (i) Deliver to Buyer: (A) an assignment of the Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment Agreement”), duly executed by Seller; (B) written resignation, effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company; (C) the Ancillary Documents, each duly executed by Seller; (D) a release by J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Seller, the Company and Buyer in form and substance satisfactory to Buyer; and (ii) Deliver the Escrow Agreement to the Escrow Agent. (c) As soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered: (i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price; (ii) to J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a stock certificate in the name of J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and (iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and immediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, the “Escrow Holdback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid Deferral Event has not occurred with respect to the Buyer Shares Allied Interests and any interest or other income from stock splits the Allied ROFR has not been exercised, Lehigh shall assign the Business JV Commercial Agreements relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall be released Allied JV to Seller pursuant Buyer, to the extent assignment is permitted under the terms of the Escrow Agreementthereof or consent to assignment has been obtained.