Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (i) the Stockholders will deliver to the Buyer: (A) the certificates, instruments, and documents referred to in Section 7(a); (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will deliver to the Stockholders: (A) the certificates, instruments, and documents referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing: (i) the Stockholders will Sellers shall deliver to the Buyer:Buyer an executed Assumption Agreement; (Aii) Sellers shall deliver to Buyer an executed Xxxx of Sale in substantially the certificates, instruments, and documents referred to in Section 7(aform attached hereto as Exhibit B (the “Xxxx of Sale”); (Biii) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will Sellers shall deliver to Buyer an executed Patent Assignment in substantially the Stockholders: (A) the certificates, instruments, and documents referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") form attached hereto as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (Exhibit C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii).; (iv) Each Sellers shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D; (v) Sellers shall deliver to Buyer evidence of the Investing Stockholders will elimination of all payables, receivables, liabilities and other obligations between Sellers or any of their respective subsidiaries related to the Business, except for the arrangements described on Schedule 1.3(b)(v); (vi) Buyer shall deliver to Sellers replacement arrangements (which shall include a full and complete release of each Seller and their respective Affiliates) with respect to all letters of credit and other borrowings or obligations of the Business which are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Sellers and related to the Business as of the Closing Date which are set forth on Schedule 1.3(b)(vi); (vii) Sellers shall deliver to Buyer the consents of the third parties set forth on Schedule 1.3(b)(vii); (viii) Sellers shall deliver to Buyer all documents evidencing the release or termination of all Security Interests on the Acquired Assets and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Security Interests on the Acquired Assets; (ix) Sellers shall deliver to Buyer a certificate, dated the Closing Date and signed by a duly authorized officer of GSI, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (x) Sellers shall deliver to Buyer a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of GSI certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of each Seller and the stockholders of each Seller where stockholder approval is required, authorizing the execution, delivery and performance of this Agreement and the other 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. (xi) Buyer shall deliver to Sellers an executed Assumption Agreement; (xii) Buyer shall deliver to Sellers the executed Xxxx of Sale; (xiii) Buyer shall deliver to Sellers a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied. (xiv) Buyer shall deliver to Sellers 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 other 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. (xv) Buyer and Sellers shall deliver to the Escrow Agent other Parties such other instruments as Buyer or Sellers may reasonably request in order to effect the share certificate(sassignment by Sellers of the Acquired Assets and/or the assumption by Buyer of the Assumed Liabilities; (xvi) representing such Stockholder's Escrow Shares, accompanied Buyer and Sellers shall deliver an executed Transition Services Agreement in substantially the form attached hereto as Exhibit E (“Transition Services Agreement”); (xvii) JK Lasers and Buyer shall deliver an executed Amended and Restated Sigma Laser Agreement in substantially the form attached hereto as Exhibit F; (xviii) Buyer shall pay to GSI the Purchase Price in cash by a duly executed stock powerwire transfer of immediately available funds to one or more accounts designated by GSI.

Actions at the Closing. At the Closing: (ia) the Stockholders will Company shall deliver to the Buyer: (A) Buyer and the Transitory Subsidiary the various certificates, instruments, instruments and documents referred to in Section 7(a)5.2; (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (iib) the Buyer will and the Transitory Subsidiary shall deliver to the Stockholders: (A) Company the various certificates, instruments, instruments and documents referred to in Section 7(b); and5.3; (iiic) the Surviving Corporation shall file with the Secretary of State of the Commonwealth of Massachusetts the Articles of Merger; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") shall deliver to the Buyer the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Buyer will shall deliver certificates for the Merger Shares (as defined below) to be delivered by the Buyer at Closing in accordance with Section 1.5; (f) the Buyer shall pay (by check or by wire transfer) to each Company Stockholder (rounded up to the Initially Adjusted Purchase Price plus nearest $.01) the Provisional Tax Gross-Up Amount cash portion of the Merger Consideration into which his, her or its Company Shares (as defined below) are converted pursuant to Section 1.5; (g) the Buyer, Michael T. Fitzgerald and Lawrence G. Finch (the "Initial PaymentIndemnification Reprxxxxxxxxxxx") xxx Xxxted Sxxxxx Xxxxx Xxxxxny (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as follows: EXHIBIT A (Athe "Escrow Agreement") and the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will shall deliver to the Escrow Agent a certificate for the share certificate(sEscrow Shares (as defined below) representing such Stockholderbeing placed in escrow on the Closing Date pursuant to Section 1.9 and a wire transfer for the Escrow Cash (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9; and (h) the Buyer shall pay by wire transfer to Silicon Valley Bank all amounts due under the Company's Escrow Shares, accompanied credit facility in accordance with payoff instructions provided by a duly executed stock powerthe Company no later than three days prior to the Closing Date.

Actions at the Closing. At the Closing: (a) the Shareholders shall deliver to Purchaser: (i) the Stockholders will deliver to the Buyer: (A) the various certificates, instruments, instruments and documents referred to in Section 7(a)7.3 below; (Bii) stock Share certificates (“Certificates”) representing the outstanding Company Shares duly endorsed to Purchaser; (iii) The Company’s share register, setting forth Purchaser as the owner of the Company Shares; (iv) A certificate by the Shareholders’ Representative and the Company’s Chief Executive Officer, endorsed in blank or accompanied by duly executed assignment documentsform and substance satisfactory to Purchaser, certifying that the Shareholders and/or the Company have satisfied each of the conditions set forth in Section 7.3 below, as applicable; and (Cv) Certificates evidencing all outstanding Company Options not exercised prior to the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. XxxxxxClosing, to be cancelled at Closing. (iib) the Buyer will Purchaser shall deliver to the StockholdersShareholders: (Ai) the various certificates, instruments, instruments and documents referred to in Section 7(b); and7.2 below; (iiiii) by check or wire transfer, payable in U.S. Dollars, to an account of White & Case Advokat AB, the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount of cash equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; Closing Cash Payment, less the Indemnification Escrow Consideration, as set forth in Section 1.3(a)(i) and Schedule II hereto; (Bc) Purchaser and the Buyer will pay Transfer Agent shall execute and deliver the Share Reserve Agreement and Purchaser shall deliver to the Founders and Employees a copy of Purchaser’s irrevocable instruction to the Transfer Agent to issue and hold in book entry form in the names of the Founders and Employees and place into the Share Reserve the Founder Reserve Shares and Employee Reserve Shares pursuant to Section 1.5. (d) Purchaser, the Shareholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement and Purchaser shall deliver to the Escrow AgentAgent by check or wire transfer, by wire transfer to the account specified payable in the Escrow AgreementU.S. Dollars, an amount equal to the aggregate Required Indemnification Escrow Value Consideration pursuant to Section 1.5 and Article VIII. (e) Subject to the Closing and what follows from the Employment Agreements (as defined in Section 7.3(h)) and mandatory employment laws, as applicable, each Shareholder hereby waives, on behalf of itself and any person affiliated to it, in favor of Purchaser and the Escrow Stockholders Company, any claim for any fees, damages or other than compensation in respect of services provided by such Shareholder or such affiliated person at any time prior to the Investing StockholdersClosing Date. (f) The Shareholders shall procure that (i) the resignations referred to in Section 7.3(f) be delivered; and (Cii) the Buyer will pay all existing instructions to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by banks shall be cancelled and new instructions given in such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii)form as Purchaser may require. (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing: (ia) Acquiree and the Acquiree Stockholders will shall deliver to Acquiror the Buyer: (A) the various certificates, instruments, instruments and documents referred to in Section 7(a)5.2; (Bb) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will Acquiror shall deliver to Acquiree and the Stockholders: (A) Acquiree Stockholders the various certificates, instruments, instruments and documents referred to in Section 7(b5.3; (c) The Acquiree Stockholders shall transfer the Acquiree Shares to the Acquiror pursuant to the execution of a deed of transfer, substantially in the form attached hereto as Exhibit C (the “Notarial Deed”), before Xxx. X. Bijkerk, a Dutch civil-law notary (notaris) of Houthoff or any of her deputies, substitutes or successors in office (the "Notary"). Houthoff is acting as legal advisor of Acquiree. Acquiror acknowledges that it is aware of the provisions of the "Ordinance Interdisciplinary Co-operation" (Verordening Interdisciplinaire Samenwerking) and the "Ordinance on Rules of Conduct" (Verordening Beroeps- en Gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). The Acquiror acknowledges and agrees that: (i) Houthoff may advise and act on behalf of the Acquiree with respect to this Agreement and any agreements and/or disputes related to or resulting from this Agreement; andand (ii) the Notary may execute the Notarial Deed; (d) Acquiror shall have caused to be delivered, as soon as practicable, the Initial Shares (as defined in Section 1.7(b)) to each Acquiree Shareholder in accordance with Section 1.7; (e) Acquiror shall have caused to be delivered, as soon as practicable, (i) the Escrow Shares and Acquisition Escrow Shares (each as defined in Section 1.7(b)) to the Escrow Agent (as defined in Section 1.5(g)) in accordance with Section 1.7; (f) Acquiror shall deliver to Acquiree and Acquiree Stockholders (i) evidence that the Acquiror’s board of directors is authorized to consist of five individuals, (ii) the resignations of all individuals who served as directors and/or officers of Acquiror immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence of the Buyer will pay appointment of two directors to serve immediately following the Initially Adjusted Purchase Price plus Effective Time, both of whom (neither of which shall be independent) shall have been designated by Acquiree immediately prior to the Provisional Tax Gross-Up Amount Closing Date, and (v) evidence of the appointment of such executive officers of Acquiror to serve immediately upon the Effective Time as shall have been designated by Acquiree, including the appointments of Korstiaan Zandvliet, as President and Chief Executive Officer, Maarten van der Xxxxxx, as Treasurer and Chief Financial Officer, and Xxxxx Xxxxxxxxx, as Secretary, respectively; (g) Acquiror, Acquiree Stockholders and Gottbetter & Partners, LLP (the "Initial Payment"“Escrow Agent”) as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to shall execute and deliver the Escrow Agent, by wire transfer to Agreement in substantially the account specified in form attached hereto as Exhibit B (the “Escrow Agreement”) and, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholderas soon thereafter as is practical, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will Acquiror shall deliver to the Escrow Agent a certificate or certificates for the share certificate(snumber of Escrow Shares (as defined in Section 1.7(b)) representing such Stockholder's and Acquisition Escrow Shares, accompanied by a duly executed stock powerShares (as defined in Section 1.7(b)) being placed in escrow pursuant to Section 1.10; (h) the closing on at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering; and (i) The Split-Off transaction shall have been completed.

Actions at the Closing. At the Closing: (ia) the Stockholders will Company shall deliver to the Buyer: (A) Parent and the Acquisition Subsidiary the various certificates, instruments, instruments and documents referred to in Section 7(a)5.2; (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (Cb) the resignations of Parent and the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will Acquisition Subsidiary shall deliver to the Stockholders: (A) Company the various certificates, instruments, instruments and documents referred to in Section 7(b5.3; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (d) or as soon thereafter as is practical, each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall deliver to the Parent a Letter of Transmittal and the certificate(s) representing his, her or its Company Shares, if such Company Shares are certificated; (e) the Parent shall have caused to be delivered the Initial Shares (as defined below) and the Parent Warrants (as defined below) to each Company Stockholder in accordance with Section 1.8 who has delivered at Closing a Letter of Transmittal and the certificate(s) representing his, her or its Company Shares, if such Company Stockholder’s Company Shares are certificated, or a Letter of Transmittal, if such Company Stockholder’s Company Shares are uncertificated; (f) the Parent shall have caused to be delivered the Escrow Shares (as defined below) relating to the Company Shares exchanged at Closing to the Escrow Agent; (g) the Parent shall deliver irrevocable instructions to Broadridge Corporate Issuer Solutions, Inc., the Parent’s transfer agent (the “Transfer Agent”), for the issuance and delivery of certificates representing the Merger Shares (as defined below) with respect to Company Shares that are not being delivered at Closing; (h) the Parent shall have executed an Exchange Agent Agreement (the “Exchange Agreement”) between the Parent and the Transfer Agent pursuant to which the Transfer Agent will process the exchange of Company Shares for the Merger Shares following the Closing Date; (i) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of five individuals, (ii) the resignations of all individuals who served as directors of the Parent immediately prior to the Closing Date (other than Kxxxxxx Xxxxxxxxxx, who will remain a director of the Parent), which resignations shall be effective as of the Closing Date, (iii) the resignations of all individuals who served as officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iv) evidence of the appointment of four (4) additional directors to serve immediately following the Closing Date, who shall have been designated by the Company, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately upon the Closing Date as shall have been designated by the Company; (j) a closing for at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering; and (iiik) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount Parent, Rxxxxx X. Xxx (the "Initial Payment"“Indemnification Representative”) as follows: and Gottbetter & Partners, LLP (Athe “Escrow Agent”) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to shall execute and deliver the Escrow Agent, by wire transfer to Agreement in substantially the account specified in form attached hereto as Exhibit B (the “Escrow Agreement”) and, an amount equal to as soon thereafter as is practical, the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will Parent shall deliver to the Escrow Agent a certificate or certificates for the share certificate(snumber of Escrow Shares (as defined below) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock powerbeing placed in escrow pursuant to Section 1.11 computed based upon the number of Company Shares delivered to the Parent in exchange for Merger Shares as of the Closing Date and from time to time after the Closing Date.

Actions at the Closing. At the Closing, Seller shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Cash Portion and the Certificate to Seller and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale, and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following: (ia) the Stockholders will Seller shall deliver to Buyer a General Xxxx of Sale substantially in the Buyer:form of Exhibit F hereto and the Assignment and Assumption Agreement; (Ab) Buyer shall deliver the certificates, instruments, and documents referred Cash Portion to Seller in accordance with the provisions of Section 7(a1.5(a); (Bc) stock certificates representing Buyer shall deliver the outstanding Company SharesCertificate to Seller in accordance with the provisions of Section 1.5(c) and the other documents deliverable at the Closing pursuant to the Stock Purchase Agreement; (d) Buyer and Seller shall execute and deliver to each other counterparts of the Assignment and Assumption Agreement and each Ancillary Agreement; (e) At the Closing, endorsed Seller shall deliver to Buyer the closing certificate described in blank or accompanied by duly executed assignment documentsSection 7.2 of this Agreement; (f) At the Closing, Buyer shall deliver to Seller the closing certificate described in Section 8.2 of this Agreement; and (Cg) Seller shall deliver all software included within the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. XxxxxxPurchased Assets electronically and not in tangible form. (ii) the Buyer will deliver to the Stockholders: (A) the certificates, instruments, and documents referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing, the following actions shall occur in the following sequence, and in the event the Split-Off is consummated, the Merger must be consummated, and none of them shall be consummated unless all of them shall have been consummated: (i) Refraco shall file a certificate of amendment to its certificate of incorporation substantially in the Stockholders will deliver form attached hereto as Exhibit D (the "Refraco Charter Amendment"), Alpine shall contribute to the Buyer:capital of Refraco all the shares of Refraco Preferred Stock (as defined below) and Refraco shall distribute to Alpine 84,386 shares of Ordinary Common Stock (as defined below), as a result of which Alpine shall own 84,396 shares of Ordinary Common Stock; (ii) Refraco shall repay or cause to be repaid (the "APHI Bank Debt Repayment") all liability of APHI and its Subsidiaries under and terminate each of (A) the certificatesRevolving Credit Facility to API, instrumentsPremier Services Corporation and Premier Refractories Canada, Ltd. from Bank of America Illinois, The First National Bank of Boston and Bank of America Canada dated June 3, 1996, as amended, and documents referred to in Section 7(a)(B) the Note Agreement between API, Premier Services Corporation, Premier Refractories Canada, Ltd. and the Noteholders listed therein dated May 15, 1996; (Biii) stock certificates representing The Drop-Down, in accordance with the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; andprovisions of the Drop-Down Documents; (Civ) The Dividend; (v) The Split-Off, in accordance with the resignations provisions of the members Exchange Agreement; (vi) The Merger, in accordance with the provisions hereof; (vii) Refraco shall repay or cause to be repaid (the "APHI Shareholder Debt Repayment") in cash all of the Company's Board amount of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will deliver existing indebtedness of APHI and its Subsidiaries to the Stockholders: APHI Shareholders that is outstanding at such time, including accrued interest through the Business Day immediately preceding the Closing, all as indicated on Schedule 2.9(d) (A) which Schedule shall be updated as of the certificates, instruments, Business Day immediately preceding the Closing and documents referred such updated version delivered to in Section 7(bRefraco at the Closing); and (iiiviii) The Refraco Class B Common Stock Purchase, if applicable. The APHI Bank Debt Repayment, the Buyer will pay Drop-Down, the Initially Adjusted Purchase Price plus Dividend, the Provisional Tax GrossSplit-Up Amount (Off, the Merger, the APHI Shareholder Debt Repayment and the Refraco Class B Common Stock Purchase, if applicable, are sometimes hereinafter collectively referred to as the "Initial PaymentClosing Transactions.") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing: : (i) the Stockholders will Company shall deliver to the Buyer: (A) Buyer and Merger Sub each of the certificates, instruments, instruments and documents referred to in Section 7(a); (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents5.2; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will and the Merger Sub shall deliver to the Stockholders: (A) Company each of the certificates, instruments, certificates and documents instruments referred to in Section 7(b)5.3; and (iii) the Buyer will pay shall cause a certificate of merger conforming to the Initially Adjusted Purchase Price plus requirements of the Provisional Tax Gross-Up Amount DGCL and executed in accordance with the relevant provisions of the DGCL (the "Initial Payment"“Certificate of Merger”) as follows: to be filed with the Secretary of State of the State of Delaware; (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the Buyer will pay to Quanta an amount equal portion of the Merger Consideration payable at the Closing to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; holders of Company Shares (in accordance with Section 1.5), (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified Warrant Consideration payable at Closing (in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; accordance with Section 1.8) and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest portion of the Initial PaymentMerger Consideration payable to satisfy and discharge the IPO Notes, less in each case after giving effect to the amounts, if any, paid to Quanta or deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of such Stockholder pursuant to clauses the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (A) or (Bother than the IPO Notes) of this Section 2(d)(iii). (iv) Each the Company in accordance with a certificate of the Investing Stockholders will deliver chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent the share certificate(san aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing such Stockholder's the Escrow Shares, accompanied by a duly executed stock power.Amount in accordance with Section 1.9; and

Actions at the Closing. At the Closing: (ia) the Stockholders will Megan shall deliver to AVANT and Acquisition Sub the Buyer: (A) the various certificates, instruments, instruments and documents referred to in Section 7(a)9.3; (Bb) stock certificates representing AVANT and the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will Acquisition Sub shall deliver to Megan the Stockholders: (A) the various certificates, instruments, instruments and documents referred to in Section 7(b); and9.2; (iiic) the Buyer will pay Surviving Corporation shall file with the Initially Adjusted Purchase Price plus Secretary of State of the Provisional Tax Gross-Up Amount State of Delaware the Certificate of Merger; (d) AVANT shall deliver a certificate for 1,574,713 shares of AVANT Common Stock (as hereinafter defined) to a bank trust company or other entity reasonably satisfactory to Megan appointed by AVANT to act as the exchange agent (the "Initial PaymentExchange Agent") as follows: in accordance with Section 4.3; (Ae) the Buyer will pay to Quanta an amount equal AVANT shall deliver a check for $172,764.44 to the aggregate purchase price payable by each Investing Stockholder under his Exchange Agent in accordance with Section 4.3, representing (i) $172,381.98 in cash to be paid to Ineligible Stockholders (as hereinafter defined) in lieu of AVANT Common Stock, and (ii) $382.46 in cash to be paid in lieu of Fractional Shares (as hereinafter defined); (f) AVANT, the Stockholders' Representatives (as defined below) and U.S. Bank Trust, N.A. or her Subscription Agreement; another nationally recognized financial institution (Bthe "Escrow Agent") the Buyer will pay to shall execute and deliver the Escrow Agent, by wire transfer to Agreement attached hereto as EXHIBIT C (the account specified in the "Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; ") and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will AVANT shall deliver to the Escrow Agent a certificate for 262,055 shares of AVANT Common Stock, representing the share certificate(sEscrow Shares (as defined in Section 4.2(d)(ii)), that are being placed in escrow on the Closing Date pursuant to Section 4.6; and (g) representing such Stockholder's Escrow SharesAVANT shall deliver a check for $100,000 to Xxxxxxxxx Xxxxxxxx LLP, accompanied as trustee, to be placed in a trust account (the "Expense Account") for the purpose of paying (i) all of the reasonable fees and expenses incurred by the Stockholders' Representatives in performing their duties under Section 1.6 hereof and (ii) all of the reasonable fees and expenses incurred by the Principal Stockholders pursuant to or in connection with the Principal Stockholders Agreement. The Expense Account shall be held as a duly executed stock powertrust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement.

Actions at the Closing. At The Parties shall make the following deliveries at the Closing: (a) Seller shall deliver to Buyer: (i) a Xxxx of Sale substantially in the form attached hereto as Exhibit A; (ii) the instruments of sale, conveyance, assignment and transfer (including, without limitation, Intellectual Property transfer documents), in form and substance satisfactory to Buyer, as Buyer shall reasonably request, to convey, transfer and assign to, and vest in, Buyer good, record and marketable title to the Acquired Assets, free and clear of all Liabilities and Encumbrances, in the forms attached hereto as Exhibit B; (iii) copies of Seller’s current customer list, marketing materials, brochures and other printed materials as they relate to the Acquired Assets; (iv) executed Employee Invention Assignment, Non-Solicitation, Confidentially and Non-Competition Agreement (“Non-Competition Agreement”) from Seller employees listed on Schedule 5.8(a) in the form attached hereto as Exhibit C; (v) an executed Escrow Agreement between Seller, Buyer and Escrow Agent in the form attached hereto as Exhibit D; (vi) executed Buyer Agreements in the form attached hereto as Exhibit E; (vii) an executed lock-up agreement in the form attached hereto as Exhibit F; (viii) the Available Cash and all other cash included as Acquired Assets by wire transfer on the Closing Date, according to the wire transfer instructions set forth under Exhibit H; (ix) an executed legal opinion in the form attached hereto as Exhibit J; (x) such documents contemplated by Section 2.12; (xi) copies of any contracts, files, data and documents pertaining to the Acquired Assets or the Assumed Liabilities; (xii) true and complete copies of all national, provincial, municipal and local income, franchise, property and other Tax Returns filed by Seller with respect to the Acquired Assets for the last three (3) fiscal years; (xiii) copies of such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request to convey good and marketable title to the Acquired Assets to Buyer free and clear of any claim, lien, pledge, option, charge, easement, Encumbrance or other right, except as expressly set forth in this Agreement; and (xiv) copies of such other instruments of assumption as Buyer and its counsel reasonably may request. (b) Buyer shall deliver to Seller: (i) the Stockholders will deliver to the Buyer: Consideration; (Aii) the various certificates, instruments, instruments and documents referred to in Section 7(a); 6.3 herein; (Biii) stock certificates representing an executed Escrow Agreement between Seller, Buyer and Escrow Agent in the outstanding Company Shares, endorsed form attached hereto as Exhibit D; (iv) executed the Buyer Agreements in blank or accompanied by duly executed assignment documentsthe form attached as Exhibit E; and and (Cv) the resignations copies of the members such other instruments of the Company's Board of Directors other than Xxxxxxx X. Xxxxxxassumption as Seller and its counsel reasonably may request. (iic) Buyer shall prepare an allocation of the Buyer will deliver to the Stockholders: (A) the certificates, instruments, and documents referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus (and all other capitalized costs) among the Provisional Acquired Assets in accordance with Code §1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be agreed to by the Parties. Buyer shall deliver such allocation to Seller within 60 days after the Closing Date. Buyer and Seller (and their affiliates) shall report, act and file Tax Gross-Up Amount Returns (the "Initial Payment"including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation prepared by Buyer. Seller shall timely and properly prepare execute, file and deliver all such documents, forms and other information as follows: Buyer may reasonably request to prepare such allocation. Neither Buyer nor Seller shall take any position (Awhether in audits, tax returns or otherwise) the Buyer will pay which is inconsistent with such allocation unless required to Quanta an amount equal to the aggregate purchase price payable do so by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii)applicable law. (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing: (ia) the Stockholders will Buyer shall deliver to Seller $880,000 cash, less the Buyer: (A) the certificates, instruments, and documents referred to in Section 7(a)$100,000 Amount of Offset; (Bb) the Buyer, in his capacity as an officer of JOY and NIII, shall execute the Secured Note as set forth in Section 1.2 (b) above, which Secured Note shall be individually guaranteed by Buyer for the first thirty (30) months; (c) the Buyer and, as applicable, JOY and NIII, shall execute appropriate security instruments, including a 2nd lien deed of trust and stock pledge agreement, to secure the Secured Note as set forth in Section 1.2 (b) above; (d) the Buyer shall assume the Promissory Note dated Sept. 10, 2004, in the original principal amount of $850,000, executed by NIII and payable to First State Bank-Xxxxxx, as set forth in Section 1.2 (c) above; (e) Seller shall execute a Covenant Not to Compete which shall provide for terms and conditions consistent with Article V of the July 1, 2009 Stock Purchase Agreement for JOY and NIII; (f) Seller shall resign as an officer and director of JOY and NIII; (g) the Buyer shall execute any other documents necessary to finalize this Agreement; (h) the Seller shall deliver to Buyer originally issued certificates representing all of Seller’s interest in and to JOY and NIII, including Seller’s 49% of the issued and outstanding Company Sharesstock of JOY and Seller’s 51% of the issued and outstanding stock of NIII, free and clear of any liens, claims, equities, charges, options, rights of first refusal or encumbrances, save for the lien securing Buyer’s obligation to pay Seller, duly endorsed in blank to Buyer or accompanied by duly executed assignment documents; andstock powers in form and substance satisfactory to Buyer; (Ci) the resignations Seller shall deliver to Buyer Certificates of Existence issued by the Texas Secretary of State that both JOY and NIII are in existence as of the members date of Closing, and a certificate of account status issued by the Company's Board of Directors other than Xxxxxxx X. XxxxxxTexas Comptroller that both JOY and NIII are in good standing; (j) NIII and JOY shall issue to the Buyer stock certificates representing the shares purchased from Seller with a notation on the share certificates that the share certificates are subject to a security agreement. Any replacement certificates shall contain the same restriction until such time as the amounts due Seller are paid. (iik) the Seller and Buyer will shall deliver to one another the Stockholders: (A) the various certificates, instruments, instruments and documents (and shall take the required actions) referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.Article V below;

Actions at the Closing. At the Closing: , (ia) the Stockholders will Company shall deliver to the Buyer: (A) Buyer and the Transitory Subsidiary the various certificates, instruments, instruments and documents referred to in Section 7(a); 4.2, (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (iib) the Buyer will and the Transitory Subsidiary shall deliver to the Stockholders: (A) Company the various certificates, instruments, instruments and documents referred to in Section 7(b); and 4.3, (iiic) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) the Buyer will pay shall deliver a certificate for the Initially Adjusted Purchase Price plus Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Provisional Tax Gross-Up Amount Company appointed by the Buyer to act as the exchange agent (the "Initial PaymentExchange Agent") as follows: in accordance with Section 1.7, (Ae) the Buyer will pay to Quanta an amount equal to Buyer, the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; Indemnification Representatives (Bas defined therein) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (Aas defined therein) or shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (Bthe "Escrow Agreement") of this Section 2(d)(iii). (iv) Each of and the Investing Stockholders will Buyer shall deliver to the Escrow Agent a certificate for the share certificate(sEscrow Shares (as defined below) representing such Stockholder's Escrow Sharesbeing placed in escrow on the Closing Date pursuant to Section 1.10, accompanied by a duly executed stock power(f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17.

Actions at the Closing. At the Closing, the Company, the Shareholders, the Optionholders, Parent, Exchangeco and Callco shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following: (ia) Each of the Stockholders Shareholders will deliver to Exchangeco and Callco a certificate or certificates representing all of such Shareholder's Company Capital Stock, together with stock powers duly endorsed in blank for transfer of such Company Capital Stock to Exchangeco and Callco, and the Buyer:Shareholders shall deliver all other documents required of the Shareholders pursuant to this Agreement; (Ab) Each of the certificatesOptionholders will deliver to Parent all original agreements relating to Company Stock Options (as defined below), instruments, which agreements shall be cancelled and documents referred to replaced as described in Section 7(a1.8(a); (Bc) stock Exchangeco and Callco will deliver to each Class A Shareholder (i) by cashier's check or wire transfer the Cash Consideration owed to such Class A Shareholder in accordance with Section 1.6 below and (ii) a certificate or certificates representing the outstanding Company Sharesnumber of Class A Consideration Shares owed to such Class A Shareholder in accordance with Section 1.6 below, endorsed net of the amounts deposited in blank or accompanied by duly executed assignment documents; andescrow as set forth in Section 10 below and net of the Earnout Shares issuable in accordance with Section 1.7 below, and Exchangeco, Callco and Parent will deliver all other documents required of Exchangeco, Callco and Parent herein; (Cd) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer Exchangeco will deliver to each Class B Shareholder a certificate or certificates representing the Stockholders:number of Class B Consideration Shares owed to such Class B Shareholder in accordance with Section 1.6 below, and Exchangeco, Callco and Parent will deliver all other documents required of Exchangeco, Callco and Parent herein; (Ae) the certificates, instruments, and documents referred Parent will deliver to each Optionholder an agreement for Parent Options as described in Section 7(b1.8(a); (f) Parent and each Class A Shareholder will enter into a Registration Rights Agreement in the form attached hereto as Exhibit D (the "Registration Rights Agreement"); (g) Exchangeco, Callco, Parent and each of the Class A Shareholders shall enter into an Escrow Agreement in the form attached hereto as Exhibit E (the "Escrow Agreement"); (h) Exchangeco and Parent shall enter into an Exchangeable Share Support Agreement in the form attached hereto as Exhibit F (the "Exchangeable Share Support Agreement"); and (iiii) Exchangeco, Parent and each Shareholder will enter into an Exchange Rights Agreement in the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount form attached hereto as Exhibit G (the "Initial PaymentExchange Rights Agreement") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing: (i) the Stockholders will Seller shall deliver to Buyer an executed Xxxx of Sale and Trademark Assignment Agreement and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets; (ii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assumption by Buyer of the Assumed Liabilities; (iii) Buyer shall pay to Seller by wire transfer or other delivery of immediately available funds the cash consideration set forth in Section 1.2(a)(i) above; (iv) Buyer shall deliver to Seller a Security Agreement related to the security interest of Seller in the Equipment in the form attached hereto as Exhibit G3 (the "Non-Purchase Money Security Agreement" and, together with the Purchase Money Security Agreements, the "Security Agreements") and such UCC financing statements as may be required by Seller to perfect security interests granted to Seller pursuant to the Non-Purchase Money Security Agreement, in such form as prepared by Seller (together with the Purchase Money Financing Statements, the "Financing Statements"); (v) Buyer shall deliver to Seller the Promissory Notes (together with the Security Agreements and the Financing Statements, the "Financing Documents"); (vi) Seller shall deliver to Buyer, or otherwise provide Buyer access to and control of, all of the Acquired Assets of a tangible nature; (vii) Buyer shall furnish to Seller, in proper form as presented by Seller, all resale, exempt use or other certificates as may be applicable to the transactions contemplated by this Agreement; (viii) Buyer and Seller shall enter (or Seller shall cause Parent to enter) into the following ancillary agreements: (A) the certificates, instruments, and documents referred to in Section 7(a)IP Agreement; (B) stock certificates representing Trademark Agreement; (C) Transition Services Agreement in the outstanding Company Shares, endorsed form attached hereto as Exhibit H; (D) Loaned Employee Agreement in blank or accompanied by duly executed assignment documentsthe form attached hereto as Exhibit I ("Loaned Employee Agreement"); (E) Supply Agreement in the form attached hereto as Exhibit J; (F) Subcontracting Agreement in the form attached hereto as Exhibit K; (G) Interoperability Agreement in the form attached hereto as Exhibit L; (H) Equipment Lease Agreement in the form attached hereto as Exhibit M; and (CI) Real Estate Sublease in the resignations form attached hereto as Exhibit N (the agreements set forth in this Section 1.3(b)(viii) are sometimes referred to herein as the "Ancillary Agreements"); (ix) Buyer and Seller shall execute and deliver to each other a cross-receipt evidencing the purchase and sale of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will deliver to the Stockholders: (A) the certificates, instruments, and documents referred to in Section 7(b)Acquired Assets; and (iiix) Each of Seller and Buyer shall provide an officer's certificate to the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: other Party, certifying (A) that the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreementattached certificate of incorporation of such Party is true and correct; (B) that the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value attached bylaws of the Escrow Stockholders other than the Investing Stockholderssuch Party are true and correct; and (C) that the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest attached resolutions of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf board of directors of such Stockholder pursuant to clauses Party authorizing the transactions contemplated by this Agreement are true and correct and have not been repealed, amended or modified, and (AD) or (B) of this Section 2(d)(iii). (iv) Each that the signature of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing authorized officer set forth on such Stockholder's Escrow Shares, accompanied by a duly executed stock powercertificate is true and correct.

Actions at the Closing. At the Closing: (ia) the Stockholders will Company shall deliver to the Buyer: (A) Buyer and the Transitory Subsidiary the various certificates, instruments, instruments and documents referred to in Section 7(a)5.2; (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (iib) the Buyer will and the Transitory Subsidiary shall deliver to the Stockholders: (A) Company the various certificates, instruments, instruments and documents referred to in Section 7(b5.3; (c) the Surviving Corporation shall file the California Merger Filings with the Secretary of State of the State of California and the Delaware Merger Filings with the Secretary of State of the State of Delaware; (d) the Buyer shall deliver the Preliminary Merger Consideration (as defined in Section 1.8(a)) to U.S. Bank Trust National Association (the "Exchange Agent") in accordance with Section 1.7 (subject to reduction by such adjustments, if any, as may be required by Sections 1.8(a) in respect of the Preliminary Balance Sheet and 1.10 (a) in respect of the Shareholders' Representative Fund and the Expenses); (e) the Buyer shall cause the Shareholders' Representative Fund and the Expenses to be paid from the Merger Consideration, respectively, pursuant to the written directions received by the Buyer under Section 1.10(a), and the Buyer shall also pay (without reducing the Merger Consideration) the $300,000 sum of professional expenses to be borne by the Buyer under Section 4.8 to the professionals entitled thereto as identified by written notice given to the Buyer prior to the Closing by the Company and the Shareholders' Representative; and (iiif) the Buyer will pay Buyer, the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount Shareholders' Representative (as defined in Section 1.10) and United States Trust Company (the "Initial PaymentEscrow Agent") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by shall execute and deliver each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than Agreement attached hereto as EXHIBIT C-1 (the Investing Stockholders; "Escrow Agreement") and, together with Wilxxxx X. XxXxxxx, xhe Escrow Agreement attached hereto as EXHIBIT C-2 (the "Special Escrow Agreement"), and (C) the Buyer will pay to each Stockholder, by check or, at or the Buyer's option, by wire transfer to Transitory Subsidiary shall deposit an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest aggregate of the Initial Payment, less the amounts, if any, paid to Quanta or $21,000,000 with the Escrow Agent on behalf of such Stockholder pursuant to clauses (Ain accordance with Sections 1.5(f) or (B) of this Section 2(d)(iii)and 1.11. (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At the Closing: 2.3.1.1 Buyer shall deliver to Seller one or more stock certificates, as directed by Seller in writing at least three (i3) days prior to the Closing Date, representing (in the aggregate) the Stockholders will deliver to the Buyer: (A) the certificates, instruments, and documents referred to Closing Shares in accordance with Section 7(a)2.1.3.1 above; (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the 2.3.1.2 Buyer will deliver to the Stockholders: (A) the certificates, instruments, and documents referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will shall deliver to the Escrow Agent a stock certificate representing the share certificate(sEscrow Shares in accordance with Section 2.1.3.2 above; 2.3.1.3 Seller shall execute and deliver to Buyer the Bill of Sale and Assignment of Acquired Assets (Exhibit G), the Assignment of Copyrights (Exhibit H), the Patent Assignment (Exhibit I), the Trademark Assignment (Exhibit J), the Registered Domain Name Assignment (Exhibit K), the Assignment and Assumption Agreement (Exhibit L), the Real Property Sublease Agreement (Exhibit M), and all other bills of sale, endorsements, assignments and other instruments as Buyer shall reasonably request or as necessary or appropriate to sell, convey, assign, transfer and deliver to Buyer good title, free and clear of all liens or encumbrances to all the Acquired Assets and to evidence the due execution, delivery and performance of the Agreement and satisfaction of the conditions to the obligations of Buyer under this Agreement (collectively, the "Collateral Agreements"); 2.3.1.4 Seller shall deliver to Buyer (i) representing such Stockholder's Escrow Shares, accompanied by a UCC termination statements duly executed stock powerby the holders of all security interests with respect to all outstanding UCC-1 financing statements evidencing security interests in any of the Acquired Assets, and (ii) evidence, satisfactory to Buyer, of termination and/or release of all security agreements, security interests or guarantees affecting or relating to the Acquired Assets to the extent reasonably required to provide Buyer with clear title to the Acquired Assets; 2.3.1.5 Seller and Buyer shall execute and deliver the Escrow Agreement; 2.3.1.6 Buyer shall execute and deliver to Seller the Assignment and Assumption Agreement and the Real Property Sublease Agreement; 2.3.1.7 Each of Buyer and Seller shall deliver the items required under Articles 7 and 8, respectively; and 2.3.1.8 Each of Buyer and Seller shall deliver such documents and instruments as reasonably requested and required by the other Party as is customary for a transaction of this kind and type in order to properly effect the transactions contemplated hereby.

Actions at the Closing. At the Closing: , (i) the Stockholders Company will deliver to the Buyer: (A) Buyer and the Transitory Subsidiary the various certificates, instruments, instruments and documents referred to in Section 7(a); (BS) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents9(a) below; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer and the Transitory Subsidiary will deliver to the Stockholders: (A) Company the various certificates, instruments, instruments and documents referred to in Section 7(b)(S) 9(b) below; and (iii) the Buyer will pay deliver or cause to be delivered, in each case in accordance with wire transfer instructions delivered in writing at least three (3) Business Days prior to the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: Closing, (A) the Buyer will pay Revolving Credit Proceeds to Quanta an amount equal Citibank N. A. as depository with respect to the aggregate purchase price payable commercial paper program of the Company supported by each Investing Stockholder under his or her Subscription Agreementthe Revolving Credit Agreements in order to discharge all indebtedness represented by the foregoing; (B) the Buyer will pay Park City Proceeds to Union Bank of Switzerland, New York Branch in order to discharge the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing StockholdersPark City Center mortgage indebtedness; and (C) the Buyer will pay Closing Expense Fund to each Stockholderthe Representative; (D) the Post-Closing Escrow Amount and the aggregate Escrow Withholding Amounts to the Post-Closing Escrow Agent, by check or, at (E) the BuyerPCI Allocable Portion (net of the portion thereof delivered as part of the Post-Closing Escrow Amount) to PCI in satisfaction of the Company's option, by wire obligations in respect of the transfer to an account specified the Company (or Company Sub) by such Stockholder, an amount equal to such Stockholder's Percentage Interest PCI of the Initial Payment, less PCI Venture Interest and (F) the amounts, if any, paid Payment Fund to Quanta the Paying Agent in the manner provided below in this (S) 2 (and the Company hereby authorizes the Buyer to make or the Escrow Agent on behalf of such Stockholder pursuant cause to clauses be made all payments referred to in this clause (A) or (B) of this Section 2(d)(iiiiii). ); (iv) Each the Company and the Transitory Subsidiary will file with the Secretary of State of the Investing Stockholders State of Delaware a Certificate of Merger in the form attached hereto as Exhibit B (the "Certificate of Merger") and (v) the Deposit Escrow Agent will deliver the Deposit, together with interest earned thereon, to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock powerPaying Agent.

Actions at the Closing. At the Closing: (ia) the Stockholders will Company shall deliver to the Buyer: (A) Buyer and the Transitory Subsidiary the various certificates, instruments, instruments and documents referred to in Section 7(a)5.2; (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and (C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (iib) the Buyer will and the Transitory Subsidiary shall deliver to the Stockholders: (A) Company the various certificates, instruments, instruments and documents referred to in Section 7(b5.3; (c) the Company and the Transitory Subsidiary shall file with the Department of State of the State of Florida the Articles of Merger; (d) the Company Stockholders shall deliver to the Buyer the certificate(s) representing their respective Company Capital Stock (as defined below) and all forms necessary for a Section 338(h)(10) Election (as defined in Section 4.7) forms; (e) the Buyer, the Company Stockholders and State Street Bank and Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as Exhibit B (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent $10,000,000 (the "Escrow Amount") being placed in escrow on the Closing Date pursuant to Section 1.14; (f) the Buyer shall pay to the Company Stockholders the Initial Merger Consideration (as defined in Section 1.6 below); and (iiig) The Surviving Corporation shall deliver to the Buyer will pay Stockholders Representative, as nominee for the Initially Adjusted Purchase Price plus Company Stockholders, a contingent note in the Provisional Tax Gross-Up Amount form attached hereto as Exhibit C (the "Initial PaymentContingent Note") representing the right to receive the Earnout Consideration (as follows: (Adefined below) and the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii). (iv) Each of the Investing Stockholders will shall deliver to the Escrow Agent Stockholders Representative, as nominee for the share certificate(s) representing such Stockholder's Escrow SharesCompany Stockholders, accompanied by a duly executed stock powerguaranty of the Contingent Note in the form attached hereto as Exhibit D (the "Buyer Guaranty").

Actions at the Closing. At the Closing: (i) ADI shall deliver (or cause to be delivered) to Buyer the Stockholders will various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Sellers the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) ADI shall deliver to Buyer the Xxxx of Sale, Assignment and Assumption Agreement and deliver (or cause to be delivered) all tangible Acquired Assets (including all physical embodiments of all intangible Acquired Assets in the possession of any Seller) to Buyer or as otherwise instructed by Buyer:, except as otherwise provided in the Transition Services Agreement; (Aiv) ADI shall deliver to Buyer a Patent Assignment in substantially the certificates, instruments, and documents referred to in Section 7(aform attached hereto as Exhibit B executed by each Seller that owns any Designated Patents (the “Patent Assignment”); (Bv) stock certificates representing The License Agreement attached hereto as Exhibit C (the outstanding Company Shares“License Agreement”) shall become effective in accordance with its terms; (vi) Buyer and ADI shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement” and, endorsed collectively with the Xxxx of Sale, Assignment and Assumption Agreement, the Patent Assignment and the License Agreement, the “Ancillary Agreements”), with Service Schedules (as defined in blank the Transition Services Agreement) to be negotiated by the Parties in good faith prior to the Closing; (vii) Buyer shall pay to Sellers the Closing Purchase Price in cash by wire transfer of immediately available funds to one or accompanied more accounts designated by duly executed assignment documentsADI; and (Cviii) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx. (ii) the Buyer will Parties shall execute and deliver to each other a cross-receipt evidencing the Stockholders: (A) the certificates, instruments, and documents transactions referred to in Section 7(b); and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii)above. (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.

Actions at the Closing. At Simultaneously with the Closingexecution of this Agreement or as soon thereafter as is practicable: (i) the Stockholders will a. The Shareholders shall deliver to the BuyerCompany: i. the certificates representing the ICUMO Shares owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of ICUMO, such certificates may be delivered to the Company’s registrar or transfer agent; ii. counterparts duly executed by those certain Shareholders listed on Schedule 2(a)(ii) to lock-up agreements in substantially the form attached hereto as Exhibit A (A) the certificates, instruments, and documents referred to in Section 7(a“Lock-Up Agreements”); (B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by iii. counterparts duly executed assignment documentsby those certain Shareholders listed on Schedule 2(a)(iii) to the convertible promissory notes and warrants in substantially the form attached hereto as Exhibit B and C, respectively (the “Replacement Notes and Warrants”). b. ICUMO shall deliver to the Company: i. (x) the balance sheets of ICUMO as of June 30, 2021 and June 30, 2022 and the related statements of income and comprehensive income, shareholders’ equity and cash flows for the years then ended, together with the auditor’s reports thereon, in each case, audited in accordance U.S. GAAP and applicable Public Company Accounting Oversight Board auditing standards, and (y) the reviewed, unaudited balance sheet of ICUMO and related unaudited statements of operations, cash flows and shareholders’ equity for the nine months ended September 30, 2022; and (C) ii. duly executed counterparts to the resignations Replacement Notes and Warrants by those individuals who are not Shareholders listed on Schedule 2(b)(ii). c. The Company shall deliver to ICUMO and the Shareholders, as applicable: i. xxxx executed counterparts to the Lock-Up Agreements and the Replacement Notes and Warrants; ii. duly executed copies of the members of lock-up agreements entered into between the Company's Board , its majority shareholder, certain service providers, and certain holders of Directors other than Xxxxxxx X. Xxxxxx.options to purchase ICUMO common stock, pursuant to those certain 2022 Incentive Stock Option Agreements, who are not Shareholders and who are listed on Schedule 2; (ii) iii. certificates for the Buyer will deliver Exchange Shares to the Stockholders: (A) Shareholders in the certificates, instruments, and documents referred to in Section 7(b)respective amounts provided for on Schedule 1; and (iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value iv. a copy of the Escrow Stockholders other than pro forma financial statements that comply with the Investing Stockholders; requirements of Regulation S-X under the rules and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest regulations of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses SEC (A) or (B) of this Section 2(d)(iiias defined below). (iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.