Common use of Closing Actions and Deliveries Clause in Contracts

Closing Actions and Deliveries. (a) Exchange of Certificates Representing Company Capital Stock at Closing. (i) At the Closing, the Stockholders shall deliver to AvantGo Certificates representing each of the issued and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant to the terms of Section 1.4 hereof. (ii) As of the Effective Time, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreement. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date.

Closing Actions and Deliveries. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take the following actions or make the following deliveries on the Closing Date: (a) Exchange of Certificates Representing Company Capital Stock at Closing. (i) At the Closing, the Stockholders Buyer shall deliver to AvantGo Certificates representing each of the issued and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant to the terms of Section 1.4 hereof. (ii) As of the Effective Time, AvantGo shall deposit pay or cause to be deposited with paid to Seller, by wire transfer of immediately available funds to the account designated in writing by Seller at least three (3) Business Days prior to the Closing Date, an aggregate amount in cash (the “Estimated Purchase Price”) equal to (i) $231,250,000, minus (ii) Seller’s good faith estimate of the aggregate amount of Indebtedness (including the Payoff Indebtedness) of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), plus (iii) Seller’s good faith estimate of the aggregate amount of Cash and Cash Equivalents of the Company as of immediately prior to the Closing (“Estimated Cash”), plus (iv) the amount, if any, by which Seller’s good faith estimate of Net Working Capital as of immediately prior to the Closing (“Estimated Net Working Capital”) exceeds the Target Net Working Capital, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital as of immediately prior to the Closing, minus (vi) Seller’s good faith estimate of Transaction Expenses (“Estimated Transaction Expenses”), plus (vii) Seller’s good faith estimate of the Audit Expenses (“Estimated Audit Expenses”), minus (viii) the Adjustment Escrow Amount. (b) Buyer shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of the Payoff Indebtedness that have been included in the Estimated Indebtedness, by wire transfer of immediately available funds to the account(s) designated in the Pay-Off Letters; (c) Buyer shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the applicable recipients thereof as set forth on the Estimated Closing Statement; (d) Buyer shall pay or cause to be paid to the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms and conditions of the Escrow Agreement. , by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent, an amount equal to the Adjustment Escrow Amount; (e) The adoption of this Agreement and the approval Company shall deliver to Buyer duly executed written resignations or removals, effective as of the Merger by the Stockholders shall constitute approval Closing, of each of the Escrow Agreement Company’s officers and of all each of the arrangements relating thereto, including without limitation the placement members of the Escrow Shares in escrow and the decision board of managers of the Stockholders' Representative Company, unless otherwise requested by Buyer prior to the Closing Date; (as defined in f) Buyer shall deliver to Seller: (i) a counterpart to the Escrow Agreement, duly executed by Buyer; (ii) being binding on behalf a counterpart to the Transition Services Agreement, duly executed by Buyer; and (iii) a counterpart to the Sublease, duly executed by Buyer. (g) Seller shall deliver to Buyer: (i) instruments assigning the Units to Buyer, free and clear of each Stockholder all Liens (other than transfer restrictions imposed by the applicable securities Laws), duly executed by Seller and in form and substance reasonably acceptable to Buyer; (ii) a counterpart to the Escrow Agreement, duly executed by Seller and the Escrow Agent; (iii) a copy of the articles of organization of the Company, certified by the Secretary of State of the State of Kansas, dated within five (5) Business Days of the Closing Date; (iv) a certificate of good standing or equivalent certificate of the State of Kansas with respect to the subject matter Company, dated within five (5) Business Days of the Escrow Closing Date; (v) evidence that each Terminated Affiliate Agreement and for has been terminated in accordance with Section 6.14; (vi) a counterpart to the purpose of Transition Services Agreement, duly executed by Seller; and (vii) a counterpart to the taking of any and all actions and the making of any decisions required or permitted to be taken or made Sublease, duly executed by them under the Escrow AgreementSeller. (iiih) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock)Buyer, cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, Seller and the amount of Company shall make such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Dateother deliveries as are required by Article 7.

Closing Actions and Deliveries. At the Closing: (a) Exchange of Certificates Representing Company Capital Stock at Closing.The Purchaser shall deliver: (i) At to the ClosingDistribution Agent, as distribution agent for the Stockholders Sellers and the EMEA Sellers, an amount equal to: (A) the Estimated Purchase Price (minus the sum of (i) the amount of cash in the Good Faith Deposit Escrow Account (including any actual earnings thereon) and (ii) the Escrow Amount); plus (B) any accrued Delay Fee that shall deliver not yet have been paid to AvantGo Certificates representing each of the issued and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement Escrow Agent in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled Delay Fee Payments pursuant to Section 1.4(a) hereof2.2.1(c), which Certificate shall be issued by wire transfer in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect immediately available funds to any required withholding tax and less any shares subject to vesting pursuant an account or accounts designated at least two Business Days prior to the Employment Agreements and less Closing Date by the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant Distribution Agent in a written notice to the terms of Section 1.4 hereof.Purchaser; and (ii) As of to the Effective TimeEscrow Agent, AvantGo an aggregate amount equal to the Escrow Amount, by wire transfer in immediately available funds as follows: (A) the EMEA Employment Escrow Amount shall deposit or be wired to the EMEA Employment Escrow Account; (B) the Holdback Escrow Amount shall be wired to the Holdback Escrow Account; (C) the Purchase Price Adjustment Escrow Amount shall be wired to the Purchase Price Adjustment Escrow Account; (D) the Accrued Cash-Out Vacation Escrow Amount shall be wired to the Accrued Cash-Out Vacation Escrow Account; and (E) the French Tax Escrow Amount shall be wired to the French Tax Escrow Account; (b) NNL, NNI and NNUK and the Purchaser shall cause to be deposited with the Escrow Agent Certificates to deliver to the Distribution Agent (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), agent for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement Sellers and the Escrow Agreement. The Escrow Shares shall be EMEA Sellers) all amounts of cash held by the Escrow Agent under in the Delay Fee Escrow Agreement pursuant Account and the Good Faith Deposit Escrow Account (including actual earnings thereon) by wire transfer in immediately available funds to an account or accounts designated at least two Business Days prior to the terms thereof Closing Date by the Distribution Agent in a written notice to NNL, NNI and NNUK and the Purchaser; (c) NNI shall deliver or cause to be disbursed delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the sale and transfer at the Closing of the Shares to the Purchaser (or the relevant Designated Purchaser as provided hereunder); (d) if requested by the Purchaser in writing at least fifteen (15) Business Days prior to the Closing Date (i) the Sellers shall deliver letters of resignations, in a form reasonably acceptable to the Purchaser, from each director and officer of DiamondWare listed in Section 2.3.2(d) of the Sellers Disclosure Schedule and (ii) if the Purchaser determines that the Proxy Agreement will not remain in place after the Closing, the Sellers shall use their reasonable best efforts to deliver letters of resignations, in a form reasonably acceptable to the Purchaser, of each director and officer of an NGS Company specified by the Purchaser, in each case containing a waiver of any claims against such Company; (e) the Sellers shall, or shall cause the Companies to, deliver or cause to be delivered to the Purchaser their then current share ledgers and issued share certificates; and (f) each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein including (i) customary transfer documents relating to the quit-claim deed to be recorded with respect to the Owned Real Estate, including an affidavit of non-foreign status from NNI that complies with the requirements of Section 1445 of the Code (but only in the event that Purchaser exercises its election under Section 2.1.1 to include the Owned Real Estate among the Assets) and (ii) any Notices of Lease required in accordance with the terms provisions of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow AgreementSection 5.30. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date.

Closing Actions and Deliveries. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take the following actions or make the following deliveries on the Closing Date: (a) Exchange Buyer shall pay or cause to be paid to the Seller Representative (for further distribution by the Seller Representative to each Seller according to their Allocable Portion, and, if applicable, in accordance with the Panadero Aggregates LLC Agreement), by wire transfer of Certificates Representing Company Capital Stock immediately available funds to the account(s) designated in writing by the Seller Representative at Closing. least two (2) Business Days prior to the Closing Date, an aggregate amount in cash (the “Estimated Purchase Price”) equal to (i) At $1,625,000,000, minus (ii) the Closing, the Stockholders shall deliver to AvantGo Certificates representing each Sellers’ good faith estimate of the issued aggregate amount of Indebtedness of Panadero Corp and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto its Subsidiaries as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after Adjustment Time (but giving effect to any required withholding tax subsequent incurrence of Indebtedness prior to Closing) (“Estimated Indebtedness”), plus (iii) the Sellers’ good faith estimate of the aggregate amount of Cash and less Cash Equivalents of Panadero Corp and its Subsidiaries as of the Adjustment Time (but giving effect to any shares subject to vesting pursuant subsequent cash dividends or distributions to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant Sellers prior to the terms Closing) (“ Estimated Cash”), plus (iv) the amount, if any, by which the Sellers’ good faith estimate of Section 1.4 hereofNet Working Capital as of the Adjustment Time (“ Estimated Net Working Capital”) exceeds the Target Net Working Capital, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital as of the Adjustment Time, minus (vi) the Sellers’ good faith estimate of Transaction Expenses (“Estimated Transaction Expenses”). (iib) As of the Effective TimeBuyer shall repay, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares")repaid, as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect Panadero Corp and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Payoff Indebtedness, by wire transfer of immediately available funds to the subject matter account(s) designated in the Pay-Off Letters; (c) Buyer shall pay, or cause Panadero Corp or one of its Subsidiaries to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the applicable recipients thereof as set forth on the Estimated Closing Statement; (d) Panadero Corp and its Subsidiaries, as applicable, shall deliver to Buyer duly executed written resignations or removals, effective as of the Escrow Agreement Closing, of each of Panadero Corp’s and for the purpose its Subsidiaries’ officers and each of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreement. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu members of the issuance boards of any fractional share directors and boards of AvantGo Stock pursuant managers of Panadero Corp and its Subsidiaries that have been requested to Section 1.4 resign by Buyer at least three (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid 3) Business Days prior to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date; and (e) Buyer, the Sellers, Panadero Corp and its Subsidiaries shall make such other deliveries as are required by Article 8.

Closing Actions and Deliveries. At least three (3) Business Days prior to the Closing Date, Seller and Buyer shall enter into the Notary Letter with the Notary. On the Closing Date, prior to or at the Closing, each Party hereto shall do, or procure to be done, the following actions: (a) Exchange transfer by Buyer of Certificates Representing Company Capital Stock at Closing. (i) At an amount equal to the ClosingPurchase Price to the Notary Account, which amount must be credited to the Stockholders Notary Account no later than 10:00 AM Central European Time on the Closing Date and with value on the Closing Date and shall deliver to AvantGo Certificates representing each of be held by the issued and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement Notary in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender Notary Letter; (b) delivery by Seller of the Certificates representing shares of Company Capital Stock, each holder shareholders register of the shares represented Company to the Notary; (c) delivery by Seller of a shareholders resolution of the Company regarding the transfer restrictions as mentioned in the articles of association of the Company; (d) delivery by Seller of the Leakage Certificate; (e) delivery by Buyer of evidence of its adherence as a party to the existing shareholders’ agreement entered into between the Company, Seller, Concerto and Scherzo on February 26, 2021; (f) such Certificates shall receive a Certificate representing action and execution of such documents (e.g. powers of attorney duly executed on behalf of Seller, the shares Company and Buyer respectively, as and where required by the Notary, legalized and apostilled, confirmations on the authority of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(athe signatories of the aforementioned powers of attorney and corporate resolutions) hereof, which Certificate as shall be issued required for the execution of the Deed of Transfer as contemplated by the Notary Letter; (g) execution of the Deed of Transfer by the Notary in such holder's nameaccordance with the Notary Letter, and whereby Seller shall also receive cash payable in lieu cause the Company to acknowledge the transfer of any fractional sharesthe Sale Shares on the Closing Date by co-signing the Deed of Transfer; (h) delivery by Buyer of a certificate signed by an authorized officer or director of Buyer dated the Closing Date certifying that, after giving effect to any required withholding tax the Redemption TO and less any shares payment of the Purchase Price, Buyer shall have USD 1.00 billion of cash and marketable securities (as defined under U.S. GAAP), in the aggregate. Each of the actions carried out at the Closing pursuant to this Article shall be deemed to take place simultaneously, provided that, for practical reasons the Closing shall take place in the sequence set out above. Accordingly, each of the actions to be carried out at the Closing shall be deemed to have been carried out subject to vesting pursuant to the Employment Agreements and less condition precedent that each of the number of shares of AvantGo Stock other actions required to be deposited by carried out at the Closing Date pursuant to this Article shall have actually been carried out and the Closing shall not have occurred until all such Stockholder actions have been carried out. The amounts paid into the Escrow Notary Account pursuant to the terms of Section 1.4 hereof. (iithis Article 5(a) As of the Effective Time, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed paid out in accordance with the terms of Notary Letter. If at any time before or after the Escrow Agreement. The adoption Closing, Buyer and Seller reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Transactions or to carry out the purposes and intent of this Agreement at or after the Closing, then, subject to the terms and conditions of this Agreement, Buyer, Seller and the approval Company and their respective officers and directors or managers shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to consummate the Transactions and to carry out the purposes and intent of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow this Agreement. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date.

Closing Actions and Deliveries. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take the following actions or make the following deliveries on the Closing Date: (a) Exchange Buyer shall pay or cause to be paid to the Seller Representative (for further distribution by the Seller Representative to each Seller according to their Allocable Portion, and, if applicable, in accordance with the Panadero Aggregates LLC Agreement), by wire transfer of Certificates Representing Company Capital Stock immediately available funds to the account(s) designated in writing by the Seller Representative at Closing. least two (2) Business Days prior to the Closing Date, an aggregate amount in cash (the “Estimated Purchase Price”) equal to (i) At $1,625,000,000, minus (ii) the Closing, the Stockholders shall deliver to AvantGo Certificates representing each Sellers’ good faith estimate of the issued aggregate amount of Indebtedness of Panadero Corp and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto its Subsidiaries as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after Adjustment Time (but giving effect to any required withholding tax subsequent incurrence of Indebtedness prior to Closing) (“Estimated Indebtedness”), plus (iii) the Sellers’ good faith estimate of the aggregate amount of Cash and less Cash Equivalents of Panadero Corp and its Subsidiaries as of the Adjustment Time (but giving effect to any shares subject to vesting pursuant subsequent cash dividends or distributions to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant Sellers prior to the terms Closing) (“Estimated Cash”), plus (iv) the amount, if any, by which the Sellers’ good faith estimate of Section 1.4 hereofNet Working Capital as of the Adjustment Time (“Estimated Net Working Capital”) exceeds the Target Net Working Capital, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital as of the Adjustment Time, minus (vi) the Sellers’ good faith estimate of Transaction Expenses (“Estimated Transaction Expenses”). (iib) As of the Effective TimeBuyer shall repay, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares")repaid, as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect Panadero Corp and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Payoff Indebtedness, by wire transfer of immediately available funds to the subject matter account(s) designated in the Pay-Off Letters; (c) Buyer shall pay, or cause Panadero Corp or one of its Subsidiaries to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the applicable recipients thereof as set forth on the Estimated Closing Statement; (d) Panadero Corp and its Subsidiaries, as applicable, shall deliver to Buyer duly executed written resignations or removals, effective as of the Escrow Agreement Closing, of each of Panadero Corp’s and for the purpose its Subsidiaries’ officers and each of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreement. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu members of the issuance boards of any fractional share directors and boards of AvantGo Stock pursuant managers of Panadero Corp and its Subsidiaries that have been requested to Section 1.4 resign by Buyer at least three (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid 3) Business Days prior to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date; and (e) Buyer, the Sellers, Panadero Corp and its Subsidiaries shall make such other deliveries as are required by Article 8.

Closing Actions and Deliveries. At the Closing: (a) Exchange of Certificates Representing Company Capital Stock at Closing.the Purchaser shall deliver to: (i) At the ClosingDistribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to the Estimated Purchase Price minus the Good Faith Deposit, the Stockholders shall deliver to AvantGo Certificates representing each of Aggregate Escrow Amount, the issued French Escrow Amount, the TSA Escrow Amount and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, the TSA EMEA Employment Escrow Amount (together with a Stockholder Representation Statement any actual earnings thereon) by wire transfer in the form attached hereto as Exhibit C immediately available funds to an account or accounts designated at least two (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a2) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant Business Days prior to the Employment Agreements and less Closing Date by the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant Distribution Agent in a written notice to the terms of Section 1.4 hereof.Purchaser; (ii) As the Escrow Agent, an amount equal to the Aggregate Escrow Amount; (iii) the NNFSAS Escrow Agent, an amount equal to the French Escrow Amount; (iv) the TSA Escrow Agent, an amount equal to the TSA Escrow Amount; (v) the TSA Employment Escrow Agent, an amount equal to the TSA Employment Escrow Amount; (vi) the Main Sellers, a duly executed certificate of an executive officer of the Effective TimePurchaser certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; and (vii) the other parties thereto, AvantGo executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time. (b) NNL, NNI, NNUK and the Purchaser shall deposit or cause to be deposited with the Escrow Agent Certificates to deliver to the Distribution Agent (issued in as agent for the name of Sellers and the EMEA Sellers), and the Escrow Agent or its nominee) representing shall deliver to the AvantGo Stock deposited in Distribution Agent (as agent for the Escrow ("Escrow Shares"Sellers and the EMEA Sellers), as described the Good Faith Deposit (together with actual earnings thereon) by wire transfer in Section 1.4(b)immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Distribution Agent in a written notice to NNL, for NNI and NNUK and the purpose Purchaser; (c) the Main Sellers shall deliver to the Purchaser: (i) a duly executed certificate of ------------- securing the indemnification obligations an executive officer of one of the Stockholders Main Sellers certifying that the conditions set forth in this Agreement Sections 8.3(a) and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof 8.3(b) have been satisfied; (ii) updated Sections 2.1.5(a), 2.1.5(b), 2.1.6(a)(i), 2.1.6(a)(ii), 2.1.6(b)(ii) and shall be disbursed in accordance with the terms 4.11(b) of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating theretoSellers Disclosure Schedule, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreementif applicable. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu executed counterparts of the issuance Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time; and (iv) certified copies of the U.S. Sale Order and the Canadian Approval and Vesting Order; and (d) each Party shall deliver, or cause to be delivered, to the other Parties any fractional share other documents reasonably requested by such other Parties in order to effect, or evidence the consummation of, the transactions contemplated herein. (e) each Seller shall deliver to the Purchaser, (x) a duly executed certificate certifying that such Seller is not a non-resident of AvantGo Stock Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), or (y) in the case of a Seller that is a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), a duly executed certificate certifying that the Assets transferred or assigned to the Purchaser pursuant to Section 1.4 this Agreement or any of the other Transaction Documents by such Seller do not include any taxable Canadian property as defined in the Income Tax Act (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, Canada) (and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Dateequivalent Quebec tax statute).

Closing Actions and Deliveries. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take the following actions or make the following deliveries on the Closing Date: (a) Exchange of Certificates Representing Company Capital Stock at Closing. (i) At the Closing, the Stockholders Buyer shall deliver to AvantGo Certificates representing each of the issued and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant to the terms of Section 1.4 hereof. (ii) As of the Effective Time, AvantGo shall deposit pay or cause to be deposited with paid to Seller, by wire transfer of immediately available funds to the Escrow Agent Certificates account(s), designated in writing by Seller at least two (issued 2) Business Days prior to the Closing Date, an amount in cash (the name “Estimated Purchase Price”) equal to (i) $1,370,000,000, minus (ii) Seller’s good faith estimate of Indebtedness as of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow Adjustment Time ("Escrow Shares"“Estimated Indebtedness”), plus (iii) Seller’s good faith estimate of Cash and Cash Equivalents as described in Section 1.4(bof the Adjustment Time (“Estimated Cash”), for plus (iv) the purpose amount, if any, by which Seller’s good faith estimate of ------------- securing the indemnification obligations Net Working Capital as of the Stockholders set forth in this Agreement and Adjustment Time (the Escrow Agreement. The Escrow Shares shall be held “Estimated Net Working Capital”) exceeds the Target Net Working Capital, minus (v) the amount, if any, by which the Escrow Agent under Estimated Net Working Capital is less than the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms Target Net Working Capital as of the Escrow Agreement. The adoption Adjustment Time, minus (vi) Seller’s good faith estimate of this Agreement and Transaction Expenses (the approval “Estimated Transaction Expenses”), plus (vii) Buyer’s good faith estimate of the Merger by the Stockholders shall constitute approval amount, if any, of the Escrow Agreement and of all Adjustment Amount as of the arrangements relating theretoAdjustment Time (the “Estimated Adjustment Amount”). (b) Buyer shall repay, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding or cause to be repaid, on behalf of each Stockholder with respect the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Payoff Indebtedness, by wire transfer of immediately available funds to the subject matter account(s) designated in the Pay-Off Letters; (c) Buyer shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the applicable recipients thereof as set forth on the Estimated Closing Statement; (d) The Company shall deliver to Buyer duly executed written resignations or removals, effective as of the Escrow Agreement and for the purpose Closing, of each of the taking Company’s and its Subsidiaries’ officers and each of any the members of the boards of directors and all actions boards of managers of the Company and its Subsidiaries that have been requested to resign by Buyer at least three (3) days prior to Closing; and (e) Buyer, Seller and the making of any decisions Company shall make such other deliveries as are required or permitted to be taken or made by them under the Escrow AgreementArticle 7. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date.

Closing Actions and Deliveries. (a) Exchange Immediately prior to the Closing Date, Seller shall have transferred to and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of Certificates Representing Company (x) the Estimated Net Working Capital Stock at Closingas of the Closing Date, and (y) the amount of Cash and Cash Equivalents as of the Closing Date (the “Estimated Closing Cash”), which Estimated Closing Statement shall have been approved by Buyer. (b) Within twenty-four (24) hours of the Closing, Buyer shall: (i) pay the Closing Cash Consideration to SMP VG Holdco Inc. as directed by the Shareholder Representative for further distribution to the Sellers by wire transfer in immediately available funds to the accounts specified in writing by the Sellers; (ii) pay the amount of all Closing Date Funded Indebtedness, if any, from the Purchase Price as provided in the Closing Payoff Certificate; (iii) pay the Selling Expenses outstanding immediately prior to Closing, if any, from the Purchase Price as provided in the Closing Payoff Certificate, which for the avoidance of doubt shall include expenses triggered upon the occurrence of the Closing; and (iv) deposit the Escrow Amount into an escrow account (the “Escrow Account”) under the terms of an escrow agreement (the “Escrow Agreement”) to be executed on the Closing Date by Xxxxx, Shareholders Representative and the Escrow Agent. (c) At the Closing, Buyer shall deliver to the Shareholder Representative: (i) An executed copy of the Escrow Agreement, duly executed by Xxxxx and the Escrow Agent; (ii) a copy of the Non-Compete Agreements, duly executed by Xxxxx; and (iii) such other documents, instruments or certificates as shall be reasonably requested by the Shareholder Representative. (d) At the Closing, the Stockholders Sellers and the Shareholder Representative shall deliver to AvantGo Certificates Buyer: (i) Certificate(s) representing each all of the issued and outstanding shares of Company Capital StockSMP Shares, duly endorsed for transfer in blank or with valid duly executed stock powers attached; (ii) The Non-Compete Agreements, duly executed by Xxx Xxxxxxxxxx, Xxxxx Xxxx and Xxx Xxxxxxx; (iii) a copy of the Escrow Agreement, duly executed by SMP VG Holdco Inc. on behalf of Shareholder Representative; (iv) a bring down certificate signed by the Shareholder Representative representing that the representations and warranties are true and correct as of the Closing Date and that the Sellers and Shareholder Representative have complied with all of their covenants; (v) a certificate (the “Closing Payoff Certificate”) signed by the Shareholder Representative, which shall set forth (A) the amount of all outstanding Closing Date Funded Indebtedness and instructions regarding the payoff or discharge of all such Closing Date Funded Indebtedness at Closing, and (B) the amount of outstanding Selling Expenses as of immediately prior to Closing (which for the avoidance of doubt shall include expenses triggered upon the occurrence of the Closing) and instructions regarding the payment of such Selling Expenses at Closing, together with payoff letters or other evidence, in a Stockholder Representation Statement form reasonably acceptable to Buyer, of the payoff amounts set forth on the Closing Payoff Certificate; (vi) written resignations, effective as of the Closing, of the officers and directors of SMP requested by Xxxxx; (vii) written consent from the University of Florida Research Foundation in substantially the form attached hereto as Exhibit C C; (viii) a "Rep. Letter"), duly completed IRS Form W-9 executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender by SMP VG Holdco Inc.; (ix) evidence reasonably satisfactory to Buyer of the Certificates representing shares receipt of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock all filings required to be deposited by such Stockholder into made and Consents required from Third Parties (including Governmental Authorities), in each case in order to consummate the Escrow pursuant to the terms Share Purchase without breach of Section 1.4 hereof.any Contract or Law; (iix) As an affidavit of non-foreign status of SMP dated as of the Effective Time, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued Closing Date in the name form and substance required under Section 1445 of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement Code and the Escrow Agreement. The Escrow Shares Treasury Regulations thereunder; and (xi) such other documents, instruments or certificates as shall be held reasonably requested by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof Xxxxx and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreementits counsel. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date.

Closing Actions and Deliveries. (a) Exchange Prior to the Closing Date, Seller shall have prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of Certificates Representing Company (i) (A) the Net Working Capital Stock at Closingas of the Closing Date (the “Estimated Net Working Capital”), (B) the amount of Closing Date Cash and Cash Equivalents (the “Estimated Closing Cash”), (C) the amount of Closing Date Funded Indebtedness (the “Estimated Closing Date Funded Indebtedness”), and (D) the amount of Selling Expenses (the “Estimated Selling Expenses”), and (ii) the Estimated Closing Consideration. (ib) At the Closing, Buyer shall: (i) pay to Seller the Stockholders Estimated Closing Consideration by wire transfer in immediately available funds to the account(s) specified in writing by Seller; (ii) pay the amount of all Closing Date Funded Indebtedness from the Purchase Price as provided in the Closing Payoff Certificate (including deposit of the balance of the purchase price under the Nucleus Purchase Agreement (the “Nucleus Escrow Fund”) into an escrow account (the “Nucleus Escrow Account”) under the terms of the Nucleus Escrow Agreement, which Nucleus Escrow Fund shall also include the fees and expenses of the escrow agent that are expected to be incurred after the execution of the Nucleus Escrow Agreement); (iii) pay the Selling Expenses outstanding immediately prior to Closing from the Purchase Price as provided in the Closing Payoff Certificate; provided that, any Selling Expenses subject to withholding Taxes shall be funded by Buyer to PVT’s designated payroll account for processing and payment to the applicable Person(s) in accordance with the instructions set forth in the Closing Payoff Certificate; and (iv) deposit the Escrow Amount into an escrow account (the “Escrow Account”) under the terms of an escrow agreement (the “Escrow Agreement”) to be executed on the Closing Date by Buyer, Seller and the Escrow Agent. (c) At the Closing, Buyer shall deliver to AvantGo Certificates representing each Seller: (i) a copy of the issued Escrow Agreement, duly executed by Buyer and outstanding shares the Escrow Agent; (ii) a certificate of Company Capital Stockthe secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the Contemplated Transactions, and (C) the incumbency of the officers signing this Agreement and other transaction documents on behalf of Buyer (together with their specimen signatures); (iii) evidence satisfactory to Seller that the R&W Insurance Policy has been bound; and (iv) such other documents, instruments or certificates as shall be reasonably requested by Seller and its counsel. (d) At the Closing, Seller shall deliver to Buyer: (i) certificates representing the Purchased Shares, duly endorsed for transfer in blank or with valid duly executed stock powers attached; (ii) any certificates representing the outstanding equity interests of any Company other than BPA; (iii) a copy of the Escrow Agreement, duly executed by Seller; (iv) a certificate (the “Closing Payoff Certificate”) signed by Seller, which shall set forth (A) the Estimated Closing Date Funded Indebtedness and instructions regarding the payoff or discharge of such Estimated Closing Date Funded Indebtedness at Closing, and (B) the Estimated Selling Expenses, and instructions regarding the payment of such Estimated Selling Expenses, together with payoff letters or other evidence, in a Stockholder Representation Statement form reasonably acceptable to Buyer, of the payoff amounts set forth on the Closing Payoff Certificate; (v) evidence reasonably satisfactory to Buyer that the Management Consulting Agreement, dated as of September 6, 2019, as amended, by and among Seller, certain of the Companies and Branford Castle Partners, L.P., shall have been terminated with no liability or obligations of any of the Companies thereunder continuing from and after the Closing; (vi) written resignations, effective as of the Closing, of the officers, directors and managers of the Companies requested by Buyer (but, for the avoidance of doubt, any such requested resignation of an officer of the Company shall be not deemed a voluntary resignation for purposes of any employment agreements and will not terminate, reduce or modify any severance or other rights thereunder); (vii) a completed IRS Form W-9 executed by Seller; (viii) evidence reasonably satisfactory to Buyer that the consents, approvals, waivers and notices set forth on Section 1.3(d)(viii) of the Disclosure Schedule have been obtained or given, as applicable; (ix) evidence reasonably satisfactory to Buyer that the Closing Date Cash and Cash Equivalents include at least $250,000 of cash held in the United States; (x) a certificate of the secretary of Seller certifying to (A) Seller’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Seller approving the Contemplated Transactions, (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Seller (together with their specimen signatures), (D) attached copies of the certificate of incorporation and bylaws (or similar governing documents) of each Company, and certifying and attaching all requisite resolutions or actions of such Company’s board of directors or managers (or similar governing body) and equity holders approving the execution and delivery of the Transaction Documents and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of such Company executing the Transaction Documents; (xi) certificates dated as of a date which is not earlier than the twentieth (20th) Business Day prior to the Closing Date as to the good standing (or equivalent) of each Company, certified by the appropriate officials of the jurisdiction of such Company’s incorporation or organization; (xii) a copy of an escrow agreement between PVT and Nucleus ProVets, LLC, substantially in the form attached hereto as Exhibit C to the Nucleus Purchase Agreement (a "Rep. Letter"the “Nucleus Escrow Agreement”), duly fully-executed by PVT and completed in --------- ----------- accordance Nucleus ProVets, LLC; (xiii) a compact disc, flash drive or memory stick (all of which shall be permanent and accessible, without the need for any password, with the instructions theretoreadily and commercially available software) containing, in exchange for shares electronic format, the true, accurate and complete contents of AvantGo Stock. At the ClosingDataroom as of the date hereof (which, immediately if not delivered at Closing shall be delivered not later than the fifth (5th) Business Day following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled Closing Date pursuant to Section 1.4(a4.8); and (xiv) hereofsuch other documents, which Certificate instruments or certificates as shall be issued in such holder's name, reasonably requested by Buyer and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant to the terms of Section 1.4 hereofits counsel. (ii) As of the Effective Time, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreement. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of AvantGo Stock pursuant to Section 1.4 (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Date.

Closing Actions and Deliveries. At the Closing: (a) Exchange of Certificates Representing Company Capital Stock at Closing.the Purchaser shall deliver to: (i) At the ClosingDistribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to the Estimated Purchase Price minus the Good Faith Deposit, the Stockholders shall deliver to AvantGo Certificates representing each of Aggregate Escrow Amount, the issued French Escrow Amount, the TSA Escrow Amount and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, the TSA EMEA Employment Escrow Amount (together with a Stockholder Representation Statement any actual earnings thereon) by wire transfer in the form attached hereto as Exhibit C immediately available funds to an account or accounts designated at least two (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a2) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant Business Days prior to the Employment Agreements and less Closing Date by the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant Distribution Agent in a written notice to the terms of Section 1.4 hereof.Purchaser; (ii) As the Escrow Agent, an amount equal to the Aggregate Escrow Amount; (iii) the NNFSAS Escrow Agent, an amount equal to the French Escrow Amount; (iv) the TSA Escrow Agent, an amount equal to the TSA Escrow Amount; (v) the TSA Employment Escrow Agent, an amount equal to the TSA Employment Escrow Amount; (vi) the Main Sellers, a duly executed certificate of an executive officer of the Effective TimePurchaser certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; and (vii) the other parties thereto, AvantGo executed counterparts of the Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time. (b) NNL, NNI, NNUK and the Purchaser shall deposit or cause to be deposited with the Escrow Agent Certificates to deliver to the Distribution Agent (issued in as agent for the name of Sellers and the EMEA Sellers), and the Escrow Agent or its nominee) representing shall deliver to the AvantGo Stock deposited in Distribution Agent (as agent for the Escrow ("Escrow Shares"Sellers and the EMEA Sellers), as described the Good Faith Deposit (together with actual earnings thereon) by wire transfer in Section 1.4(b)immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Distribution Agent in a written notice to NNL, for NNI and NNUK and the purpose Purchaser; (c) the Main Sellers shall deliver to the Purchaser: (i) a duly executed certificate of ------------- securing the indemnification obligations an executive officer of one of the Stockholders Main Sellers certifying that the conditions set forth in this Agreement Sections 8.3(a) and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof 8.3(b) have been satisfied; (ii) updated Sections 2.1.5(a), 2.1.5(b), 2.1.6(a)(i), 2.1.6(a)(ii), 2.1.6(b)(ii) and shall be disbursed in accordance with the terms 4.11(b) of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating theretoSellers Disclosure Schedule, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreementif applicable. (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu executed counterparts of the issuance Transition Services Agreement, the Intellectual Property License Agreement, the Trademark License Agreement and any other Ancillary Agreements that have been executed at such time; and (iv) certified copies of the U.S. Sale Order and the Canadian Approval and Vesting Order; and (d) each Party shall deliver, or cause to be delivered, to the other Parties any fractional share other documents reasonably requested by such other Parties in order to effect, or evidence the consummation of, the transactions contemplated herein. (e) each Seller shall deliver to the Purchaser, (i) in the case of AvantGo Stock a Seller that is a “United States person” within the meaning of Section 7701(a)(30) of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations; and (ii) (x) a duly executed certificate certifying that such Seller is not a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), or (y) in the case of a Seller that is a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada) (and the equivalent Quebec tax statute), a duly executed certificate certifying that the Assets transferred or assigned to the Purchaser pursuant to Section 1.4 this Agreement or any of the other Transaction Documents by such Seller do not include any taxable Canadian property as defined in the Income Tax Act (which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, Canada) (and the amount of such cash adjustment shall be equal to such fractional proportion of the fair market value of a share of AvantGo Stock on the Closing Dateequivalent Quebec tax statute).

Closing Actions and Deliveries. (a) Exchange At the Closing, Buyer shall: (i) pay to the Seller the Purchase Price by wire transfer in immediately available funds to the accounts specified in writing by the Seller; (ii) pay the amount of Certificates Representing Company Capital Stock at Closingall Closing Date Indebtedness as provided in the Closing Payoff Certificate; (iii) pay the Selling Expenses outstanding immediately prior to Closing from the Purchase Price as provided in the Closing Payoff Certificate; (iv) pay to the Seller by wire transfer in immediately available funds to the accounts specified in writing by the Seller the amounts set forth on Schedule III hereto; (v) deliver to the Seller a copy of the Transition Services Agreement, executed by Xxxxx; (vi) deliver to the Seller a copy of the Amendment to the BAW Sensor Supply Agreement, executed by Buyer or its applicable Affiliates; and (vii) deliver to the Seller a copy of the Termination Documents, executed by Buyer or its applicable Affiliates. (ib) At the Closing, the Stockholders Seller shall deliver to AvantGo Certificates representing each of Buyer: (i) the issued outstanding QBT Interest, as evidenced by a completed and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares instrument of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant to the terms of Section 1.4 hereof.transfer; (ii) As a copy of the Effective TimeTransition Services Agreement, AvantGo shall deposit or cause to be deposited with executed by the Escrow Agent Certificates (issued in the name of the Escrow Agent Seller or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares")designated Affiliate, as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreement.applicable; (iii) No fractional shares of AvantGo Stock shall be issued pursuant hereto. In lieu a copy of the issuance Amendment to the BAW Sensor Supply Agreement, executed by QBT and the Seller or its designated Affiliate, as applicable; (iv) a copy of any fractional share of AvantGo Stock pursuant to Section 1.4 the Termination Documents, executed by QBT; (v) a certificate (the “Closing Payoff Certificate”) signed by the Seller, which fractional share amounts shall be determined after aggregating each Stockholder's allocation of AvantGo Stock), cash adjustments will be paid to holders in respect of any fractional share of AvantGo Stock that would otherwise be issuable, and set forth (A) the amount of all outstanding Closing Date Indebtedness and instructions regarding the payoff or discharge of all such cash adjustment Closing Date Indebtedness at Closing, and (B) the amount of outstanding Selling Expenses as of immediately prior to Closing and instructions regarding the payment of such Selling Expenses at Closing; (vi) written resignations, effective as of the Closing, of the officers of QBT (for the avoidance of doubt, any such requested resignation of an officer of QBT shall be equal to such fractional proportion not deemed a voluntary resignation for purposes of any employment agreements and will not terminate, reduce or modify any severance or other rights thereunder); (vii) a completed IRS Form W-9 executed by Qorvo; (viii) evidence that the Minifab business has been transferred out of QBT by way of transfer and assignment agreement and evidence that notice of the fair market value assignment has been delivered to Xxxxxx Minifab Pty Ltd; and (ix) to the extent permissible under applicable Law, a copy of a share the Migrated Data, but in each case, only to the extent such data is owned or controlled by the Seller and relates to the conduct of AvantGo Stock on the business of QBT as conducted as of immediately prior to the Closing DateDate and only to the extent such data is capable of being separated from other data owned or controlled by the Seller; provided, that if Seller is unable to deliver the Migrated Data or any portion thereof to Buyer at the Closing, Seller shall use commercially reasonable efforts to promptly deliver the Migrated Data within thirty (30) days after the Closing Date or, if despite such commercially reasonable efforts any Migrated Data is not delivered within such time period, as soon as reasonably practicable thereafter.