Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notary); (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At On the ClosingClosing Dates: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notary);powers, for transfer to Buyer: (ii) releases the Consultant Contract executed by Sellers in the form of Exhibit 2.4(a)(iiEXHIBIT 2.4 (a)(ii) executed by Sellers attached hereto (collectively, the "Sellers' ReleasesConsultant Contract"); (iii) employment agreements the Employment Agreement executed by Johnson in the form of Exhibit 2.4(a)(iii), executed by Sellers EXHIBIT 2.4 (collectively, a)(III) attached hereto (the "Employment AgreementsJohnxxx Xxxloyment Agreement"); (iv) noncompetition agreements the Sellers Release executed by Xxxxxxx in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); andEXHIBIT 2.4(a)(IV) attached hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date Dates as if made on the Closing Date; andDates. (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Groupthe Cash Consideration according to Sellers' wire transfer instructions, Inc. common stock representing the consideration for First Note executed by Buyer, the purchase of Second Note executed by Buyer, the T1/MAS shares as defined in Paragraph 2.2 aboveThird Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and the Warrant Agreement executed by Buyer; (ii) the Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (ix) xxx Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date Dates as if made on the Closing Date; and (iii) the Employment Agreements, executed by BuyerDates. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Seller's Releases"); (iii) an employment agreements in the form of Exhibit 2.4(a)(iii), agreement executed by Sellers Xxxxxx X. Xxxxxxx (collectively, "Employment AgreementsAgreement"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) Certificate(s) 433,333 share certificates in the form of Origin Investment Group, Inc. common stock representing the consideration for the purchase Rule 144 of the T1/MAS shares as defined in Paragraph 2.2 aboveSecurities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to Section 4.6 hereof ("Registered Stock"), and distributed amongst the Sellers; (ii) share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"), to be held by the escrow agent referred to in Section 2.4(c); (iii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiiv) the Employment AgreementsAgreement, executed by Buyer. (ivc) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line Sellers will enter into an escrow agreement in the form of credit in periodic intervals as defined within Exhibit 2.4(c) (the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment ProceedsEscrow Agreement") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comwith Xxxxx X. Xxxxxx.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers will or Company, as the case may be, shall deliver to Buyer: (i) stock certificates representing evidencing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (in blank or accompanied by stock powers duly executed stock powers signed before in blank, with signatures guaranteed by a notary)commercial bank, or other instruments of transfer in form and substance reasonably satisfactory to Buyer; (ii) releases in the form stock books, stock ledgers, minute books, and corporate seals of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases")Company; (iii) employment agreements the financial statements referred to in Section 3.4 hereof and other information required to be filed pursuant to the form of Exhibit 2.4(a)(iii), executed Exchange Act with the SEC by Sellers (collectively, "Employment Agreements")Buyer on its Current Report on Form 8-K in connection with the Closing; (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers each Seller representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Schedules that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (v) an opinion of counsel to the Company and Sellers in the form annexed hereto as Exhibit 2.3(a)(v); and (iiivi) the Employment Agreementssuch other documents and other instruments of transfer and conveyance as may be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by BuyerSeller, if necessary. (ivb) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating shall deliver to the closing Seller: (i) stock certificates evidencing the Consideration Shares; and (ii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the Buyer-Alpha transaction. (v) copy date of Origin Investment Group, Inc. board resolution indicating that $2,000,000 this Agreement and as of investment capital has been set aside the Closing and as to its compliance with and performance of its covenants and obligations to be invested, over a period of 12 months immediately following performed or complied with at or before the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comClosing.

Closing Obligations. At the Closing: (a) Sellers will Seller shall deliver to BuyerPurchaser: (i) certificates representing the one hundred percent (100%) Xxxx of the Acquired Company SharesSale, duly endorsed (or accompanied executed by duly executed stock powers signed before a notary)Seller; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller representing and warranting to Buyer Purchaser that each of Sellers' the representations and warranties of Seller in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any supplements to the Disclosure Memorandum that were delivered by Seller to Purchaser prior to the Closing Date in accordance with Section 6.5); (iii) such other documents as Purchaser may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the satisfaction of any condition referred to in Article 8, or (D) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to SellersPurchaser shall deliver: (i) Certificate(sA stock certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase 12,222,222 shares of the T1/MAS Stock in the name of Seller, or as designated by Seller, and evidence of direction and authority given to Purchaser’s transfer agent to issue a certificate in the name of Seller for such additional shares of the Stock as defined in Paragraph 2.2 abovemay be required to be issued pursuant to Section 2.4.; (ii) the Xxxx of Sale duly executed by Purchaser; (iii) a certificate executed by Buyer Purchaser to the effect that each of Buyer's Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiiv) such other documents as Seller may reasonably request for the Employment Agreementspurpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, executed (B) evidencing the performance by BuyerPurchaser of, or the compliance by Purchaser with, any covenant or obligation required to be performed or complied with by Purchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (D) otherwise facilitating the consummation of any of the Contemplated Transactions. (ivc) Copies of an executed common stock purchase agreementSimultaneously with such deliveries, joint escrow instructions Seller shall take all action necessary or appropriate to put Purchaser in actual possession and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing operating control of the Buyer-Alpha transactionAssets. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to Buyer; (ii) releases a release in the form of Exhibit 2.4(a)(ii2.5(a)(ii) executed by Sellers Seller (collectively, "Sellers' ReleasesSeller's Release"); (iii) an employment agreements agreement in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers R. Mxxxxxx (collectively, "Employment AgreementsX. Mxxxxxx Xxxloyment Agreement"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller and the Company, representing and warranting to Buyer that each of Sellers' Seller's and the Company's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter delivered by Seller and the Company to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) an opinion of Packman, Neuwahl & Rosexxxxx, X.A., dated the Closing Date, in the form agreed to by the parties. (b) Buyer will deliver to SellersSeller: (i) Certificate(s) $795,600 by wire transfer payable to the order of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above;Seller. (ii) a certificate executed by Buyer Buyer, representing and warranting to the effect Seller that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the Employment AgreementsR. Mxxxxxx Xxxloyment Agreement, executed by Buyer.; (iv) Copies an opinion of an executed common stock purchase agreementHaynxx xxx Boonx, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture CapitalXXP, Inc. structured dated the Closing Date, in the form agreed to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within by the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction.parties; and (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside the Interest due pursuant to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comSection 2.6 hereof.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers will or Company, as the case may be, shall deliver to Buyer: (i) stock certificates representing evidencing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (in blank or accompanied by stock powers duly executed stock powers signed before in blank, with signatures guaranteed by a notary)commercial bank, or other instruments of transfer in form and substance reasonably satisfactory to Buyer; (ii) releases in the form stock books, stock ledgers, minute books, and corporate seals of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases")Company; (iii) employment agreements the financial statements referred to in Section 3.4 hereof and other information required to be filed pursuant to the form of Exhibit 2.4(a)(iii), executed Exchange Act with the SEC by Sellers (collectively, "Employment Agreements")Buyer on its Current Report on Form 8-K in connection with the Closing; (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers each Seller representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of BuyerSeller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Schedules that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (v) an opinion of counsel to the Company and Sellers in the form annexed hereto as Exhibit 2.3(a)(v); and (iiivi) the Employment Agreementssuch other documents and other instruments of transfer and conveyance as may be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by BuyerSeller, if necessary. (ivb) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating shall deliver to the closing Seller: (i) stock certificates evidencing the Consideration Shares; and (ii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the Buyer-Alpha transaction. (v) copy date of Origin Investment Group, Inc. board resolution indicating that $2,000,000 this Agreement and as of investment capital has been set aside the Closing and as to its compliance with and performance of its covenants and obligations to be invested, over a period of 12 months immediately following performed or complied with at or before the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comClosing.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) original share registry document of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before reflecting the transfer of the UDT Shares to Buyer in a notary)manner legally effective to transfer full ownership rights in the UDT Shares to Buyer under Korean law; (ii) releases a release in the form of Exhibit 2.4(a)(ii2.3(a)(ii) executed by Sellers Seller (collectively, "Sellers' ReleasesSeller's Release"); (iii) employment agreements in tax clearance certificates for national tax and local tax for the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements")Company for the past three financial years; (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting Seller to Buyer the effect that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and. (b) Buyer will deliver to SellersSeller: (i) Certificate(s) of Origin Investment Group, Inc. common stock certificates representing the consideration for Maxus Shares, issued in the purchase name of the T1/MAS shares as defined Seller in Paragraph 2.2 accordance with Section 2.1(b) above; (ii) options in form determined by Buyer granting to those persons listed in Schedule 2.3(b)(ii) the right to acquire the number of common shares set forth opposite the names of such persons in Schedule 2.3(b)(ii) for the market price of the common shares at the Closing Date; and (iii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company SharesStock, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank, for transfer to Buyer; (ii) releases in The written resignation, effective as of the form Closing, of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form officers and directors of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements")Company; and (viii) a certificate executed by the Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's ’ representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any Modification Notices) (the “Sellers’ Closing Certificate”); (iiib) Buyer will deliver to Sellers: (i) a cash payment by wire transfer in immediately available funds to an account specified by the Employment AgreementsSellers’ Representative in an amount equal to the Purchase Price as adjusted according to Section 2.5, minus the sum of One Million Dollars ($1,000,000) (the "Escrow Amount") that shall be paid into an escrow account pursuant to the escrow agreement attached hereto as Exhibit 2.4(b)(i) (the “Escrow Agreement”). The total amount paid pursuant to this Section 2.4(b)(i) shall be the "Cash Payment." (ii) a certificate executed by Buyer to the effect that each of Buyer.’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (the “Buyer’s Closing Certificate”); (ivc) Copies From funds advanced at the Closing by Buyer, the Company shall deliver to each of the holders of Company Indebtedness an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating amount equal to the closing of the Buyer-Alpha transactionCompany Indebtedness held by such holder. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing:: ------------------- (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notaryor equivalent documents), with signatures for transfer to Buyer; (ii) releases in an executed version of the form of Shareholders Agreement attached hereto and made a part hereof as Exhibit 2.4(a)(ii) executed by Sellers 3 (collectively, "Sellers' Releasesthe Shareholder's Agreement"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5.; and (v) a resolution of the Company authorizing transfer of Shares to Buyer. (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 abovePurchase Price; (ii) an executed version of the Shareholders Agreement; (iii) a legal transfer of all assets and liabilities not connected to Getik, (including but not limited to the right to use the name "Athelea" and all financial rights and obligations) back to Sellers and (iv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.;

Closing Obligations. At the Closing: (a) Sellers The Shareholder will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by Shares endorsed/assigned to Buyer and with a duly executed stock powers signed before a notary)power; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers the Company representing and warranting to Buyer that each of Sellers' the Company's representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (iiiii) a certificate executed by the Shareholder representing and warranting to Buyer to the effect that each of Buyer's the Shareholder representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Buyer. (iv) Copies a Non-Competition Agreement in the form of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction.Exhibit 3.3(a)(iv) attached hereto; (v) copy an opinion of Origin counsel for each of the Company and the Shareholder in form satisfactory to Buyer that (A) the Agreement constitutes the valid and binding obligation of the Company and of the Shareholder, enforceable in accordance with its terms, (B) the Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and (C) the transfer of the Shares as contemplated is in accordance with the Securities Act. (vi) an assignment (if not previously or concurrently made to the Company), in the form of Exhibit 3.3(a)(vi) attached hereto, by General Nutrition Investment GroupCompany, Inc. board resolution indicating that $2,000,000 a Delaware corporation, of investment capital has been set aside the Intellectual Property Assets; (vii) an amendment to be investedthe Assumed Note in substantially the form of Exhibit 3.3(a)(vii) attached hereto; and (viii) a letter of resignation, over a period effective immediately, from certain officers and directors of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed Company identified by T1/MAS and iAcctg.comBuyer.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates certificate(s) representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to Buyer; (ii) releases a release in the form of Exhibit 2.4(a)(ii2.5(a)(ii) executed by Sellers Seller (collectively, "Sellers' ReleasesSeller's Release"); (iii) an employment agreements agreement in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers M. Jxxxxxxx (collectively, "Employment AgreementsX. Xxxxxxxx Xxxloyment Agreement"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller and the Company, representing and warranting to Buyer that each of Sellers' Seller's and the Company's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter delivered by Seller and the Company to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) an opinion of Packman, Neuwahl & Rosexxxxx, X.A., dated the Closing Date, in the form agreed to by the parties. (b) Buyer will deliver to SellersSeller: (i) Certificate(s) $1,011,600 by wire transfer payable to the order of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above;Seller. (ii) a certificate executed by Buyer Buyer, representing and warranting to the effect Seller that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the Employment AgreementsM. Jxxxxxxx Xxxloyment Agreement, executed by Buyer.; (iv) Copies an opinion of an executed common stock purchase agreementHaynxx xxx Boonx, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture CapitalXXP, Inc. structured dated the Closing Date, in the form agreed to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within by the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction.parties; and (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside the Interest due pursuant to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comSection 2.6 hereof.

Closing Obligations. At the Closing: (a) Sellers The Seller will deliver to the Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed by the respective owners thereof (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to the Buyer in form and substance satisfactory to the Buyer; (ii) releases an employment and noncompetition agreement in the form of the letter agreement attached hereto as Exhibit 2.4(a)(ii) 2.2(a)(ii), executed by Sellers the Seller (collectively, "Sellers' Releases"the “Employment Agreement”); (iii) employment agreements a lease for the principal executive offices and laboratory of the Company in the form of Exhibit 2.4(a)(iii)2.2(a)(iii) attached hereto, executed by Sellers Seller’s affiliated entity Oakwood Associates, LLC and by a representative of Buyer serving as an officer, and on behalf, of the Company (collectively, "Employment Agreements"the “Lease”); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), Disclosure Letter executed by Sellers (collectively, the "Noncompetition Agreements"); andSeller to Buyer concurrently with the execution and delivery of this Agreement; (v) a certificate executed by Sellers the Seller representing and warranting to the Buyer that (x) each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (y) the Seller and the Company have satisfied all conditions set forth in Section 6 of this Agreement which have not been waived by Buyer; (vi) executed resignations, effective as of the Closing Date of each officer and director of the Company; (vii) copies of all consents required pursuant to Section 3.3(b) of this Agreement; (viii) an opinion of Xxxxxx Xxxxxxxxxxx Xxxxxxx LLP, dated as of the Closing Date, in the form of Exhibit 2.2(a)(viii) attached hereto; (ix) possession or control of the corporate seal, all books of account, minute books, stock record books, and other records of the Company then in the possession or control of the Seller or his representatives; (x) copies of the Company’s organizational documents, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of the Company, certified by a Secretary or Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of New York showing all documents filed in such office with regard to the Company; a tax clearance certificate and good standing certificate from New York; copies of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; and (xi) written proof of payment of the Company’s estimated U.S. federal tax payment for the tax year ended June 30, 2006, in the amount of US$820,000. (b) The Buyer will deliver to the Seller: (i) $42,950,000 by wire transfer to an account or accounts specified by the Seller for the Seller’s Shares and $6,000,000 by wire transfer to an account specified by the Escrow Agent for the Employee Shares, to be disbursed by the Escrow Agent in accordance with Section 1.2; (ii) a certificate executed by the Buyer representing and warranting to the Seller that (x) each of the Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date and (y) the Buyer has satisfied all conditions set forth in Section 5 of this Agreement; (iii) a release and covenant not to xxx Seller in the Employment Agreements, executed by Buyer.form of Exhibit 2.2(b)(iii) attached hereto; (iv) Copies the Employment Agreement executed by a representative of Buyer serving as an executed common stock purchase agreementofficer, joint escrow instructions and registration rights agreement between Buyer on behalf, of PerkinElmer Life and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction.Analytical Sciences; and (v) copy the Lease executed by a representative of Origin Investment GroupBuyer serving as an officer, Inc. board resolution indicating that $2,000,000 and on behalf, of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comCompany.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) a certificate or certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with all necessary transfer tax and other revenue stamps acquired at Seller's expense, affixed and canceled free and clear of all encumbrances and with signatures guaranteed by a notary)commercial bank; (ii) releases a release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller, UAM and the Acquired Companies (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition AgreementsMutual Release"); and (viii) a certificate executed by Sellers representing and warranting a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Buyer that that, to the Knowledge of such officer, each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of BuyerSeller's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter made by Seller and delivered to Buyer prior to the Closing); (iv) the Guaranty to Buyer in the form of Exhibit 2.4(a)(iv) executed by UAM; (v) the Indemnity to Buyer in the form of Exhibit 2.4(a)(v) executed by UAM; and (vi) the additional documents described in Section 7.4. (b) Buyer will deliver to Seller or Seller's designee: (i) by wire transfer of immediately available federal funds in the amount of Twenty Million Dollars ($20,000,000.00); and (ii) a certificate executed by a duly authorized officer of Buyer stating to Seller that, to the Knowledge of such officer, each of Buyer's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date as if made on the Closing Date; and. (iii) the Employment Agreements, executed by Buyeradditional documents described in Section 8.3. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers); (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers Sellers, and in the case of trusts, the underlying beneficiaries (collectively, "“Sellers' ’ Releases"”); (iii) employment consulting agreements in substantially the form of Exhibit 2.4(a)(iii), executed by Sellers Xxxxxx X. Xxxx and Xxxxxxx X. Xxxx, respectively (collectively, "Employment the “Consulting Agreements"”); (iv) noncompetition agreements a real property lease agreement in substantially the form of Exhibit 2.4(a)(iv), ) executed by Sellers Xxxxxx X. Xxxx and Xxxxxxx X. Xxxx (collectively, the "Noncompetition Agreements"“Lease”); and; (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' ’ representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (vi) the other documents required to be delivered pursuant to Section 7.4; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Groupthe cash consideration payable pursuant to Section 2.2 by wire transfer to such accounts, Inc. common stock representing and in the consideration for the purchase percentages, as set forth in Part 2.2 of the T1/MAS shares as defined in Paragraph 2.2 aboveDisclosure Letter; (ii) the Buyer Shares; (iii) a registration rights agreement in the form of Exhibit 2.4(b)(iii), executed by Buyer (the “Registration Rights Agreement”); (iv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiv) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside required to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") delivered pursuant to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comSection 8.4.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver or cause to be delivered to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases a release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"“Seller’s Release”); (iii) employment employee retention agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers the Key Employees (collectively, "Employment “Retention Agreements"”); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (v) cancellation of all outstanding options, warrants, or other rights to ownership of the Company, other than the Shares; and (b) Buyer will deliver to Seller: (i) Seven Million Six Hundred Fifty Thousand Dollars ($7,650,000.00) by bank cashier’s or certified check payable to the order of or by wire transfer to an account specified by Seller; (ii) a convertible promissory note payable to Seller in the principal amount of up to Ten Million Dollars ($10,000,000.00) in the form of Exhibit 2.4(b) (the “Promissory Note”); (iii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiiv) the Employment Retention Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the ClosingClosing each party shall deliver to the other party those items set forth below, which shall operate as conditions precedent to the obligation to close: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company SharesOwnership Interest, duly endorsed (or accompanied by duly executed stock powers signed before a notaryif the Ownership Interest is not certified, an Assignment of Ownership Interest in the form of Exhibit 2.4(a)(i)) for transfer to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition AgreementsSeller's Release"); and (viii) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (b) Buyer will deliver to SellersSeller: (i) Certificate(s) $90,000 by bank cashier's or certified check payable to the order of Origin Investment GroupMxxxxxx Xxx, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveM.D., or by wire transfer to account specified by Seller; (ii) an Issuance Resolution authorizing the issuance of new shares of common stock of the Buyer representing a value of $50,000 based on the trailing twenty (20) day volume weighted average closing price of the Buyer’s common stock as of the Closing. Buyer’s transfer agent shall issue a stock certificate in the name of the Seller representing the common shares and deliver directly to the Seller; and (iii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing:: ------------------- (a) Sellers The Stockholders will deliver to BuyerWMT: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank or by a member firm of the New York Stock Exchange, for transfer to WMT; (ii) releases an employment agreement in substantially the form of Exhibit 2.4(a)(ii) C-1 attached hereto, executed by Sellers Carlton Xxxxxx Xxxxxxx XX, and, if such are executed by Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. X. Xxxxxx, employment agreements in substantially the forms of Exhibits C-2, C-3 and C-4, respectively attached hereto (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iviii) noncompetition agreements in substantially the form forms of Exhibit 2.4(a)(iv)Exhibits D and E attached hereto, executed by Sellers Stockholder 1 and XXX with respect to Exhibit D, and Stockholder 2 with respect to Exhibit E (collectively, the "Noncompetition Agreements"); (iv) the XXX Agreement in substantially the form of Exhibit F attached hereto, executed by XXX (the "XXX Agreement"); (v) the Registration Rights Agreement, in substantially the form of Exhibit G attached hereto, executed by Stockholder 2 (the "Registration Rights Agreement"); and (vvi) a certificate executed by Sellers the Company and by each of the Stockholders representing and warranting to Buyer that WMT that, except as otherwise stated in such certificate, each of Sellersthe Company's and the Stockholders' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (b) WMT will deliver to the Stockholders: (i) the Estimated Cash Payment as provided in Section 2.2(b); (ii) a certificate representing the 510,714 WMT Shares to Stockholder 2; (iii) a certificate executed by WMT to the Stockholders to the effect that, except as otherwise stated in such certificate, each of WMT's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iv) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction.WMT; (v) copy of Origin Investment Groupthe XXX Agreement, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be investedexecuted by WMT; (vi) the Registration Rights Agreement, over a period of 12 months immediately following executed by WMT; and (vii) the Closing DateNoncompetition Agreements, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed executed by T1/MAS and iAcctg.comWMT.

Closing Obligations. At the ClosingClosing each party shall deliver to the other party those items set forth below, which shall operate as conditions precedent to the obligation to close: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company SharesOwnership Interest, duly endorsed (or accompanied by duly executed stock powers signed before a notary)if the Ownership Interest is not certified, an Assignment of Ownership Interest in the form of Exhibit 2.4(a)(i) for transfer to Buyer; (ii) releases release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition AgreementsSeller's Release"); and (viii) a certificate executed by Sellers Seller representing and warranting to Buyer that each of SellersSeller' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (b) Buyer will deliver to SellersSeller: (i) Certificate(s) $53,734.50 by bank cashier's or certified check payable to the order of Origin Investment GroupXxxx Xxxxxx Xxxxxx, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveor by wire transfer to accounts specified by Seller; (ii) a promissory note payable to Seller in the principal amounts of $33,734.50 in the form of Exhibit 2.4(b) (the "Promissory Note");; (iii) a stock certificate representing 636,098 shares of common stock in the Company; (iv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiv) the Employment Agreementsremaining $97,000 shall be paid by satisfying, executed by Buyerin their entirety, the other debts due (Xxxxxxx, **********, Xxxxx Fargo). (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) 3 executed by Sellers (collectively, "Sellers' Releases"); (iii) an employment agreements agreement in the form of Exhibit 2.4(a)(iii)2, executed by Sellers Xxxxxxx Xxxxxx (collectively, "Employment AgreementsAgreement"); (iv) noncompetition agreements Subscription Agreements in the form of Exhibit 2.4(a)(iv7 executed by Sellers (collectively, the "Subscription Agreements"); (v) investment letters in the form of Exhibit 4, executed by Sellers (collectively, the "Noncompetition AgreementsInvestment Letters"); and (vvi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 6.5); and (vii) a Loan agreement and Promissory Note in the form of Exhibits 6 and 7, executed by the Company and guaranteed by certain Sellers (the "Loan Agreement"); and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. certificates for common stock representing the consideration for the purchase in Buyer totalling 258,782 shares of the T1/MAS shares as defined in Paragraph 2.2 above;common stock; and (ii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.;

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition confidentiality and nonsolicitation agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers all of the non-shareholder employees of the Company (collectively, the "Noncompetition Nonsolicitation Agreements"); and (v) a certificate executed by Sellers Rowe representing and warranting axx xarranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; andDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5. (b) Buyer will deliver to Sellers: (i) Certificate(sthe following amounts by bank cashier's or certified check payable to the order of Rowe, Romagnoli, Cassidy and Monica xxxxxxxively: One Milxxxx Xive Hundred Four Thousand, One Hundred Eighty-Six Dollars ($1,504,186) of Origin Investment Groupto Rowe; Twenty Nine Txxxxand Three Hundred Two Dollars ($29,302) to Romagnoli, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above;Twenty Nxxx Xxxxxand Three Hundred Two Dollars ($29,302) to Cassidy; and Fifty-Xxxxx Xhousand Six Hundred Five Dollars ($58,605) to Monica. (ii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and; (iii) the Employment Agreements, executed by Buyer.; and (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit Lease Guaranty in periodic intervals the form as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transactionattached hereto as Exhibit 2.4(b)(iv). (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notary)powers) for transfer to Buyer; (ii) releases a release in substantially the form of Exhibit 2.4(a)(ii) ), executed by Sellers Seller and the Company (collectively, "Sellers' Releases"“Seller’s Release”); (iii) an employment agreements agreement between Seller and the Company with respect to periods after the Closing in substantially the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Seller and the Company ( the “Employment Agreements"Agreement”); (iv) noncompetition confidentiality, non-solicitation and assignment agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers those employees of the Company designated by Buyer on Annex A hereto and the Company (collectivelythe “Producer Agreements”); (v) an escrow agreement between Seller, Buyer and , as the "Noncompetition Agreements"Escrow Agent, in substantially the form of Exhibit 2.4(a)(v) (the “Escrow Agreement”); and (vvi) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be true as of such specified date. (b) Buyer will deliver to SellersSeller: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveClosing Payment; (ii) the Escrow Agreement; and (iii) a certificate executed by Buyer to the effect that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and (iii) , as to such representations and warranties, the Employment Agreements, executed by Buyersame shall be true as of such specified date. (ivc) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating In addition to the closing deliveries of the Buyer-Alpha transaction. Seller and the Buyer described above, on the third (v3rd) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside day prior to be invested, over a period of 12 months immediately following the anticipated Closing Date, within Transition 1/Management Accounting SystemsSeller shall have the right, Inc. but not the obligation, to deliver an updated version of the Disclosure Letter to the Buyer ("Investment Proceeds") the “Revised Disclosure Letter”). The Buyer shall have the right to object to any matter set forth on the Revised Disclosure Letter that was not previously set forth on the Disclosure Letter and shall not be used for infrastructure development and implementing obligated to consummate the ASP strategy Closing pending removal of such item from the Revised Disclosure Letter. Without modifying any of Seller’s obligations hereunder, if Buyer so objects, Seller shall have the right to be deployed by T1/MAS and iAcctg.comremove any such offending item from the Revised Disclosure letter in advance of delivery to the Buyer at Closing.

Closing Obligations. At the Closing: (a) Sellers will Seller shall deliver to Buyer: (i) certificates representing all instruments, documents and items required to effectively transfer and assign the one hundred percent (100%) Class B Membership Interest and the Note, including interest accrued from the date of the Acquired Company SharesNote, duly endorsed (to Buyer with a good and marketable title, free and clear of all liens, claims or accompanied by duly executed stock powers signed before a notary)encumbrances whatsoever; (ii) releases a release in the form of Exhibit 2.4(a)(ii) A, duly executed by Sellers (collectively, "Sellers' Releases")Seller; (iii) employment agreements in evidence, reasonably satisfactory to Buyer, that any lien, pledge or encumbrance held by Lxxxxx X. Xxxxxx, the form of Exhibit 2.4(a)(iiisenior lender to Seller’s parent (the “Lender”), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements")has been released; and (viv) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateClosing; and (b) Buyer will deliver to SellersSeller: (i) Certificate(s) the sum of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveSixteen Million Dollars by wire transfer to accounts specified by Seller; (ii) a Guaranty in the form of Exhibit C, duly executed by the Guarantors (the “Guaranty”); (iii) a release in the form of Exhibit D, duly executed by the Company and the Class A Member; and (iv) a certificate executed by Buyer representing and warranting to the effect Seller that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, executed by BuyerClosing. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers The Company will deliver to Buyer: (i) certificates representing a xxxx of sale, assignment and assumption agreement with respect to the one hundred percent (100%) of Assets and the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notary); (ii) releases Assumed Liabilities in the form of Exhibit 2.4(a)(ii2.5(a)(i) (the "Xxxx of Sale") executed by Sellers (collectively, "Sellers' Releases")the Company; (iiiii) employment agreements in the form of Exhibit 2.4(a)(iii2.5(a)(ii), executed by Sellers Xxxxx X. Xxxxxxxx and Xxxx Xx Xxxxx (collectively, the "Employment Agreements"); (iviii) noncompetition agreements in the form of Exhibit 2.4(a)(iv2.5(a)(iii), executed by Sellers Xxxxx X. Xxxxxxxx and Xxxx Xx Xxxxx (collectively, the "Noncompetition Agreements"); and; (viv) a certificate executed by Sellers representing and warranting the Company to Buyer that the effect that: (A) each of Sellers' the Company's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (B) each of the covenants and agreements of the Company to be performed prior to the Closing Date has been duly performed or complied with by the Company; (v) the earnout agreement in the form of Exhibit 2.5(a)(v), executed by the Company (the "Earnout Agreement"); and (vi) the documents contemplated by Section 7.5 hereof; and (b) Buyer will deliver to Sellersthe Company: (i) Certificate(s) the Initial Purchase Price, plus or minus such prorations of Origin Investment GroupAssets, Inc. common stock representing Assumed Liabilities, income and expenses from the consideration for Effective Date to the purchase of Closing Date as may reasonably be determined and agreed to by the T1/MAS shares as defined in Paragraph 2.2 aboveparties prior to the Closing Date, by bank cashier's check or by wire transfer to the accounts specified by the Company; (ii) a certificate executed by Buyer to the effect that that: (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; andand (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) the Xxxx of Sale, executed by Buyer; (iv) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction.; (v) copy of Origin Investment Groupthe Earnout Agreement, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following executed by Buyer; and (vi) the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed documents contemplated by T1/MAS and iAcctg.comSection 8.4 hereof.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company SharesStock, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signature guaranteed by a notary)commercial bank or trust company or by a member firm of a national securities exchange, in proper form for transfer to Buyer with all required stock transfer stamps affixed or provided for; (ii) releases in certificates representing the form 3,750 shares of Exhibit 2.4(a)(ii) executed the Common Stock owned of record by Sellers (collectively, "Sellers' Releases")Xxxxx XxxXxx; (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Schedule that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 6.5); and (iv) an amendment to the Seller's existing employment agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Employment Agreement Amendment"). (b) Buyer will deliver to SellersSeller: (i) Certificate(sthe Purchase Price in immediately available funds by wire transfer of $10,503,144.25 (or such other amount as may be due under Section 2.2) of Origin Investment Group, Inc. common stock representing to one or more bank accounts specified in writing by Seller not less than three Business Days prior to the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveClosing; (ii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreements, Agreement Amendment executed by Buyerthe Company. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notary)powers) for transfer to Buyer and in the case of EAG and EIL duly executed transfers of the EAG Shares, the EIL Shares and the shares of their Subsidiaries; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements resignations of any Persons who are not Acquired Companies Employees from any positions held as directors or officers of the Acquired Companies and in the form case of Exhibit 2.4(a)(iii), executed any directors or officers of EAG or EIL acknowledging by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in deed that such Person has no claim against the form Acquired Companies whether for loss of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements")office or otherwise; and (viv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (iiiv) a Tax Deed in the Employment Agreements, executed by Buyerform of Exhibit 2.4(a)(v) (the "Tax Deed"). (ivb) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured will deliver to allow Buyer to draw down on Sellers: (i) a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating bank cashier's or certified check payable to the closing order of or by wire transfer to an account specified by PPDUK in the Buyer-Alpha transactionamount of $1,431,148.00 (One Million Four Hundred Thirty One Thousand One Hundred Forty Eight Dollars). (vii) copy (1) a promissory note payable to ABI in the principal amount of Origin Investment Group, Inc. board resolution indicating that $2,000,000 18,000,000.00 (Eighteen Million Dollars) and in the form of investment capital has been set aside to be invested, over a period of 12 months immediately following Exhibit 2.4(b)(ii)(1) (the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment ProceedsPromissory Note") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.);

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to Buyer; (ii) releases consulting agreement in the form of Exhibit 2.4(a)(ii) 2.5(a)(ii), executed by Sellers Paul (collectively, xxe "Sellers' ReleasesConsulting Agreement"); (iii) employment agreements noncompetition agreement in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by Sellers (collectively, the "Employment AgreementsNoncompetition Agreement");, and (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s95 percent (95%) of Origin Investment Groupthe RMR Purchase Price plus or minus, Inc. common stock representing as appropriate, the consideration for Adjustment Amount by wire transfer to the purchase of the T1/MAS shares as defined in Paragraph 2.2 abovejoint account specified by Paul xxx Mary; (ii) the Over 60 RMR Purchase Price and the remainder of the RMR Purchase Price after taking into account the amount paid in accordance with Section 2.5(b)(i) (the "Holdback") to the escrow agent referred to in the Escrow Agreement by wire transfer; (iii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiiv) the Employment AgreementsConsulting Agreement, executed by Buyer. (ivc) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line Sellers will enter into an escrow agreement in the form of credit in periodic intervals as defined within Exhibit 2.4(c) (the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction"Escrow Agreement"). (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers will deliver (collectively, the "Sellers' Closing Documents") to BuyerBuyers: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyers; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer Buyers that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyers prior to the Closing Date in accordance with Section 5.5), except that any such representation or warranty that is specifically stated to be accurate only as of a specified date shall remain accurate as of such date; (iv) Documentation establishing compliance with the requirements of Section 7.3 and Section 7.9; and (v) the Additional Documents specified in Section 7.4. (b) Buyer Buyers will deliver (collectively, the "Buyers' Closing Documents") to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined Estimated Purchase Price in Paragraph 2.2 aboveimmediately available funds by wire transfer to accounts specified by Sellers; (ii) a certificate executed by Buyer Buyers to the effect that each of Buyer's Buyers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and; (iii) the Employment Agreements, executed by Buyer.opinion specified in Section 8.4; and (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit The Additional Documents specified in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transactionSection 8.4. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing:, (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (to Buyer or accompanied by with assignments of stock attached thereto duly executed stock powers signed before a notary)endorsed to Buyer, with all necessary transfer taxes affixed or provided for; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting Seller to Buyer the effect that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and and, except as otherwise stated in such certificate, is accurate in all material respects as of the Closing Date as if made on the Closing Date; (iii) the opinion of counsel to Seller, dated the Closing Date, substantially in the form of Addendum II; (iv) the Principal Mutual Service Agreement, executed by Principal Mutual; and (v) the AHP License Agreement, executed by Principal Mutual. (b) Buyer will deliver to SellersSeller: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 abovePurchase Price; (ii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and and, except as otherwise stated in such certificate, is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iii) the Employment Agreementsopinion of counsel to Buyer, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following dated the Closing Date, within Transition 1/Management Accounting Systems, Inc. substantially in the form of Addendum III. ("Investment Proceeds"c) to be used for infrastructure development Buyer shall execute the Principal Mutual Service Agreement and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comAHP License Agreement.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before powers), with signatures guaranteed by a notary)commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"); (iii) an employment agreements in the form of Exhibit 2.4(a)(iii), agreement executed by Sellers Xxxxxx X. Xxxxxxx (collectively, "Employment AgreementsAgreement"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) Certificate(s) 433,333 share certificates in the form of Origin Investment Group, Inc. common stock representing the consideration for the purchase Rule 144 of the T1/MAS shares as defined in Paragraph 2.2 aboveSecurities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to Section 4.6 hereof ("Registered Stock"), and distributed amongst the Sellers; (ii) share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"),to be held by the escrow agent referred to in Section 2.4(c); (iii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (iiiiv) the Employment AgreementsAgreement, executed by Buyer. (ivc) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line Sellers will enter into an escrow agreement in the form of credit in periodic intervals as defined within Exhibit 2.4(c) (the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment ProceedsEscrow Agreement") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.comwith Xxxxx X. Xxxxxx.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to Buyer; (ii) releases a consulting agreement in the form of Exhibit 2.4(a)(ii) ), executed by Sellers Seller (collectively, "Sellers' ReleasesConsulting Agreement"); (iii) employment agreements the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Sellers (collectively, "Employment Agreements")Seller; (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing DateDate(giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to SellersSeller: (i) Certificate(sTwenty-five Million ($25,000,000) Dollars by wire transfer of Origin Investment Group, Inc. common stock representing immediately available funds to the consideration for account specified by Seller less any amounts paid to Seller under the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveEscrow Agreement; (ii) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and; (iii) the Employment AgreementsConsulting Agreement, executed by Buyer.; (iv) Copies of an the Leases executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the by Buyer-Alpha transaction.; and (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed Registration Rights Agreement executed by T1/MAS and iAcctg.comBuyer.

Closing Obligations. At the Closing: (a) Sellers will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notarypowers), for transfer to Buyer; (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Sellers each Seller (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.4(a)(iii), executed by Sellers Xxxxxxxxx and Xxxxx (collectively, "Employment Agreements"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers each Seller (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers representing and warranting to Buyer that that, except as otherwise stated in such certificate, each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Groupthe Cash Amount, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 aboveby wire transfer to accounts specified by Sellers; (ii) promissory notes ("Fixed Notes") in the form of Exhibit 2.4(b)(ii)(A) aggregating to the Fixed Notes Amount which will be personally guaranteed by Xxxx X. Xxxxxx pursuant to guaranty agreements in the form of Exhibit 2.4(b)(ii)(B) (the "Guaranties"); (iii) promissory notes ("Earnout Notes") in the form of Exhibit 2.4(b)(iii); (iv) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (iiiv) the Employment Agreements, executed by Buyer. (iv) Copies of an executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transaction. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.

Closing Obligations. At the Closing: (a) Sellers Seller will deliver to Buyer: (i) certificates representing the one hundred percent (100%) of the Acquired Company Shares, duly endorsed (or accompanied by duly executed stock powers signed before a notary)powers) for transfer to Buyer; (ii) releases release in the form of Exhibit 2.4(a)(ii) executed by Sellers Seller (collectively, "Sellers' Releases"“Seller’s Release”); (iii) employment agreements agreement in the form of Exhibit 2.4(a)(iii), executed by Sellers Seller (collectively, "“Employment Agreements"Agreement”); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Sellers (collectively, the "Noncompetition Agreements"); and (v) a certificate executed by Sellers Seller representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and (b) Buyer will deliver to Sellers: (i) Certificate(s) of Origin Investment Group, Inc. common stock representing the consideration for the purchase of the T1/MAS shares as defined in Paragraph 2.2 above; (ii) a certificate executed by Buyer to the effect that each of Buyer's Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing DateDate (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (v) a lease agreement in the form of Exhibit 2.4(a)(v) executed by Seller on the real property and buildings operated by the Company in Broussard, Louisiana (“Lease Agreement”); and (vi) an affidavit stating that the Seller’s United States taxpayer identification number and that the Seller is not a foreign person pursuant to Section 1445(b)(2) of the Code. (b) Buyer will deliver to Seller: (i) the amount of $83,600,000 by wire transfer to an account specified by Seller; (ii) a certificate executed by Buyer representing and warranting to Seller that each of Buyer’s representations in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) the Employment Agreements, Agreement executed by Buyer.; and (iv) Copies of an the Lease Agreement executed common stock purchase agreement, joint escrow instructions and registration rights agreement between Buyer and Alpha Venture Capital, Inc. structured to allow Buyer to draw down on a secured equity line of credit in periodic intervals as defined within by the common stock purchase agreement and all other documents relating to the closing of the Buyer-Alpha transactionCompany. (v) copy of Origin Investment Group, Inc. board resolution indicating that $2,000,000 of investment capital has been set aside to be invested, over a period of 12 months immediately following the Closing Date, within Transition 1/Management Accounting Systems, Inc. ("Investment Proceeds") to be used for infrastructure development and implementing the ASP strategy to be deployed by T1/MAS and iAcctg.com.