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

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to each of the Sellers his or her pro portion of the Cash Portion of the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by each Seller, (ii) issue to each Seller a certificate or certificates representing the number of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, and (iv) 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 8.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer (i) a certificate or certificates representing his or her Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) all other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to Section 8.1 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to each of the Sellers his or her pro portion of the Cash Portion of Seller the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to each the Seller by transfer of immediately available funds in accordance with instructions provided by each the Seller, (ii) issue deliver to each the Seller a certificate or certificates representing the number of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, blank and (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, and (iv) deliver to the Sellers Seller all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 8.2 of this Agreement. (b) At the Closing, each the Seller will deliver to the Buyer (i) a certificate or certificates representing his or her the Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) all other documents, instruments or certificates required to be delivered by the Sellers Seller at or prior to the Closing pursuant to Section 8.1 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to each of the Sellers his or her their pro rata portion of the Cash Portion of the Purchase Price, adjusted in accordance with subsection 2.2(b2.2(a) above and less the amounts paid pursuant to subsection 2.2(c2.2(b) above by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by the each Seller, (ii) issue to each of the Sellers their pro rata portion of the Buyer Shares, by issuing to each Seller a certificate or certificates representing the number of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, (iii) issue to each of the Sellers his or her their pro rata portion of Buyer Notes and the Buyer Short Term Notes, by issuing to each Seller Notes (A) a Buyer Note representing the principal amount of Buyer Notes set forth for such Seller on Exhibit A and (B) a Buyer Short Term Note representing the principal amount of Buyer Short Term Notes set forth for such Seller on Exhibit A, and (iv) 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 8.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer (i) a certificate or certificates representing his or her their Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) all other documents, instruments or certificates required to be delivered by the Sellers Seller at or prior to the Closing pursuant to Section 8.1 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will PubCo shall: (i) pay deliver to each of the Sellers his or her pro Seller certificates representing such Seller’s portion of the Cash Portion Exchanged Common Shares or proof of book-entry transfer of such Exchanged Common Shares registered in the Purchase Price, adjusted in accordance with subsection 2.2(bname of each Seller. (ii) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum deliver to each Seller by transfer of immediately available funds in accordance with instructions provided by each Seller, (ii) issue to each Seller a certificate or certificates representing the number of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, (iii) issue to each of the Sellers his or her pro rata Seller’s portion of the Seller Notes representing Exchanged Preferred Shares or proof of book-entry transfer of such Exchanged Preferred Shares registered in the principal amount name of Seller Note set forth for such Seller on Exhibit A, and each Seller; and (iviii) deliver to the Sellers Sellers, duly executed Ancillary Documents to which PubCo is a party, and all other agreements, documents, instruments or certificates required to be delivered by the Buyer PubCo at or prior to the Closing pursuant to Section 8.2 7.03 of this Agreement. (b) At the Closing, each Seller will Sellers shall deliver to the Buyer PubCo: (i) a certificate or stock certificates representing his or her Shares evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank and blank, with all required stock transfer tax stamps affixed thereto; and (ii) duly executed Ancillary Documents to which Sellers are parties to, as applicable, and all other agreements, documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to Section 8.1 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to each of the Sellers his or her pro portion of the Cash Portion of the Purchase PricePrice in accordance with the Allocation Schedule, adjusted in accordance with subsection 2.2(b) above and above, less the amounts paid pursuant to subsection 2.2(c) above and plus the amounts paid pursuant to subsection 2.2(d) above, if any, by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by each Sellerthe Sellers, (ii) issue to the Sellers the Buyer Shares in accordance with the Allocation Schedule, by issuing to each Seller such party listed on the Allocation Schedule as receiving Buyer Shares a certificate or certificates representing the number of Buyer Shares set forth for such Seller party on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blankthe Allocation Schedule, (iii) issue to each of Seller listed on the Sellers his or her pro rata portion of Allocation Schedule as receiving a Buyer Note, a Buyer Note in the Seller Notes representing the applicable principal amount of Seller Note set forth for such Seller reflected on Exhibit Athe Allocation Schedule, and (iv) 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 8.2 of this Agreement. (b) At the Closing, each Seller will (i) deliver to the Buyer (i) a certificate or certificates representing his or her Shares the Interests, if certificated, duly endorsed or accompanied by membership interest or stock powers powers, as applicable, duly endorsed in blank and (ii) deliver to the Buyer all other documents, instruments or certificates required to be delivered by the Sellers Seller at or prior to the Closing pursuant to Section 8.1 of this Agreement.

Transactions to be Effected at the Closing. (a) For purposes hereof, the “Closing Consideration” shall be equal to the Base Purchase Price, plus the Closing Adjustment if a positive number and less the Closing Adjustment if a negative number. (b) At the Closing, the Buyer will shall deliver to each Seller: (i) pay to each its share of the Sellers his or her pro portion of the Cash Portion of the Purchase PriceClosing Consideration, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above determined based on such Seller’s Allocation Percentage, by paying such sum to each Seller by wire transfer of immediately available funds to the account or accounts designated at least 2 Business Days prior to the Closing Date by Sellers in accordance with instructions provided by each Seller, a written notice to Buyer; and (ii) issue to each Seller a certificate or certificates representing the number of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, other Transaction Documents and (iv) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 8.2 of this Agreement8.03. (bc) At the Closing, each Seller will shall deliver to the Buyer Buyer: (i) a certificate or stock certificates representing his or her evidencing the Shares owned by such Seller (as reflected on Exhibit A hereto), free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank and blank, with all required stock transfer tax stamps affixed thereto; (ii) an assignment of the Membership Interests owned by such Seller (as reflected on Exhibit A hereto) to Buyer in the form of Exhibit B hereto (the “Assignment”), duly executed by such Seller; and (iii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Sellers such Seller at or prior to the Closing pursuant to Section 8.1 of this Agreement8.02.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will will: (i) pay to each of the Sellers his or her pro portion of the Cash Portion of the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to each Seller Shareholder by transfer of immediately available funds in accordance with the instructions provided by each Seller, such Shareholder and amount equal to (iiA) issue to each Seller a certificate or certificates representing $0.52 multiplied by (B) the number of Buyer Shares set forth for opposite such Seller Shareholder’s name on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, Schedule A hereto under the heading “Number of Shares Owned”; and (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, and (ivii) deliver to the Sellers Representative all other documents, instruments or certificates reasonably required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement (including Section 8.2 of this Agreement6.3 hereof). (b) At the Closing, each Seller Shareholder and the Representative, as applicable, will deliver to the Buyer Buyer: (i) a certificate or certificates representing his or her the number of Shares set forth opposite such Shareholder’s name on Schedule A hereto under the heading “Number of Shares Owned,” duly endorsed or accompanied by stock powers duly endorsed in blank and with all required share transfer tax stamps affixed; (ii) all other documents and instruments necessary to vest in the Buyer all of such Shareholder’s right, title and interest in and to the Shares, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind; (iii) all copies of the consents, approvals and notices (if any) listed on Section 2.3(b)(iii) of the Shareholders’ Disclosure Schedule obtained or provided, as the case may be, in form and substance reasonably satisfactory to the Buyer; and (iv) all other documents, instruments or certificates reasonably required to be delivered by the Sellers such Shareholder at or prior to the Closing pursuant to this Agreement (including Section 8.1 of this Agreement6.2 hereof).

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will shall deliver to Sellers: (i) pay to each of the Sellers his or her pro portion of Edison Shares, in the Cash Portion of amount set forth on the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by each Seller, signature pages hereto; (ii) issue to each Seller a certificate or certificates representing The Earn-Out Agreement substantially in the number of Buyer Shares form set forth for such Seller on Exhibit AB hereto, duly endorsed or accompanied executed by stock powers duly endorsed in blank, Buyer; and (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, any and (iv) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 8.2 8.03 of this Agreement, or as otherwise determined by Buyer in its sole discretion. (b) At the Closing, each Seller will Sellers shall deliver to the Buyer Buyer: (i) a certificate or stock certificates representing his or her Shares evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly endorsed executed in blank and blank, with all required stock transfer tax stamps affixed thereto; (ii) The Earn-Out Agreement substantially in the form set forth on Exhibit B hereto; (iii) all other agreements, documents, instruments or certificates required to be delivered by the Sellers a Seller at or prior to the Closing pursuant to Section 8.1 8.02 of this Agreement. (c) At the Closing, the Company shall deliver the secretary’s certificate required by Article VIII hereof and all agreements, documents, instruments or certificates to be delivered by the Company at or prior to the Closing, as determined by Buyer in its sole discretion.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will Purchaser shall deliver to Vendor: (i) pay Share certificates representing the Consideration Shares registered to each of the Sellers his or her pro portion of the Cash Portion of the Purchase PriceAGB Shareholder in such name, adjusted and such amount as set forth in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by each Seller, Schedule 1.0; (ii) issue to each Seller a certificate or certificates representing the number RVT Warrants registered in the name of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, the holder of the AGB Options; and (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, Transaction Documents and (iv) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by the Buyer Purchaser at or prior to before the Closing pursuant to Section 8.2 of this Agreement.6.03 (b) At the Closing, each Seller will Vendor shall deliver to the Buyer Purchaser: (i) a certificate or share certificates representing his or her Shares the Purchased Shares, free and clear of all Encumbrances, duly endorsed for transfer in blank or accompanied by stock powers share transfers or other instruments of transfer duly endorsed executed in blank and blank; (ii) certificates representing the AGB Options, free and clear of all Encumbrances, duly endorsed for transfer or cancellation or accompanied by share transfers or other instruments of transfer duly executed in blank; and (iii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Sellers Vendor at or prior to before the Closing pursuant to Section 8.1 of this Agreement6.02. (c) The parties shall also execute and deliver any other document and do any other thing as may be reasonably required by counsel for the Vendor and/or by counsel for the Purchaser to consummate the transactions contemplated herein.