Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing: (a) The Sellers shall deliver to the Buyer, free and clear of any Lien certificates representing the Purchase Shares, each duly endorsed in blank or with duly executed stock powers attached. (i) The Exchanging Sellers shall deliver to Holdco, free and clear of any Lien, certificates representing the Exchange Shares, each duly endorsed in blank or with duly executed stock powers attached, and (ii) Holdco shall issue to each of the Exchanging Sellers his or her Rollover Shares, all as provided for in the Exchange Agreement. (c) The Sellers shall have caused the Company to (i) prepare and deliver to the Buyer a certificate (the “Certificate of Closing Amounts”) certifying (A) the Net Cash Amount on the Closing Date, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”). (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment by wire transfer of immediately available funds. (g) Subject to the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available funds. (h) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Buyer will deliver to the Seller Representatives, the other certificates and documents referred to in Section 8.

Transactions at Closing. At the Closing, the following transactions shall take place and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) The Sellers DGHG shall deliver the following documents: (i) Validly executed stock certificates (the “Share Certificates”), corresponding to the Common Stock issued in the name of the BANYAN Owners in the amounts set forth in Schedule I, shall be delivered to a mutually satisfactory escrow agent (the “Escrow Agent”) to be held pursuant to an escrow agreement (the “Escrow Agreement”) providing for: (A) release of the Share Certificates upon satisfaction of the following conditions within a period of one (1) year from the Closing Date(the “HUD Closing Period”): BANYAN having closed the necessary financing from the Department of Housing and Urban Development to convert the “Banyan Plaza Shopping Center” property (the “Property”) into an assisted living facility and from the proceeds of such closing BANYAN having paid off the existing mortgage loan encumbering the Property. (B) If the closing conditions set forth in Section 2.2(a)(i)(A) are not satisfied within the HUD Closing Period, the Share Certificates shall be redelivered by the Escrow Agent to DGHG, the Interest certificates held by Escrow Agent shall be redelivered to the BANYAN Owners and this Agreement shall be terminated, subject to extension of the term hereof by mutual agreement of the parties; (ii) Certificate of good standing from the Secretary of State of the State of Florida, dated at or about the Closing Date, to the effect that DGHG is in good standing under the laws of said state; (iii) Certified copy of the Certificate of Incorporation of DGHG, as certified by the Secretary of State of the State of Florida at or about the Closing Date; (iv) An officer's certificate duly executed by DGHG's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and (v) Such other documents and instruments as BANYAN may reasonably request. (b) BANYAN shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) BANYAN shall deliver to the BuyerEscrow Agent, to be subject to the terms of the Escrow Agreement as specified in Section 2.2(a)(i) above, Interest certificates in the name of, or assigned to, DGHG or the BANYAN Acquisition Subsidiary, as specified by DGHG, in respect of 48% of BANYAN Interests and shall register BANYAN Interests in the name of DGHG or the BANYAN Acquisition Subsidiary, as the case may be, in the Owners register of BANYAN; (ii) Certificate of good standing from the Secretary of State of Florida, dated at or about the Closing Date, to the effect that BANYAN is a limited liability company organized and in good standing under the laws of said jurisdiction; (iii) Certified copy of the Operating Agreement of BANYAN, as amended to the Closing Date; (iv) An officer's certificate duly executed by BANYAN's chief executive officer to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; (v) An officer's certificate duly executed by BANYAN's Chief Executive Officer and Secretary certifying that the attached ownership register of BANYAN is an accurate and complete ownership register of BANYAN as of the Closing Date; and (vi) Such other documents and instruments as DGHG may reasonably request, including documents evidencing such resignations from and appointments to the governing body of BANYAN, effective the Closing Date, as are set forth in Schedule II hereto. (c) The BANYAN Owners shall deliver the following documents: (i) to Escrow Agent under the escrow agreement, duly executed assignments effecting the sale, assignment and irrevocable transfer of BANYAN Interests to DGHG or the BANYAN Acquisition Subsidiary, as specified by DGHG, free and clear of any Lien certificates representing the Purchase Sharesliens, each duly endorsed in blank or with duly executed stock powers attached. (i) The Exchanging Sellers shall deliver to Holdco, free and clear any other third party rights of any Lienkind and nature, certificates representing the Exchange Shares, each duly endorsed in blank whether voluntarily incurred or with duly executed stock powers attached, and arising by operation of law; and (ii) Holdco shall issue to each of the Exchanging Sellers his or her Rollover SharesBANYAN, as agent for DGHG, all as provided for certificates in the Exchange Agreementrespect of BANYAN Interests. (c) The Sellers shall have caused the Company to (i) prepare and deliver to the Buyer a certificate (the “Certificate of Closing Amounts”) certifying (A) the Net Cash Amount on the Closing Date, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”). (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment by wire transfer of immediately available funds. (g) Subject to the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available funds. (h) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Buyer will deliver to the Seller Representatives, the other certificates and documents referred to in Section 8.

Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (ai) The Sellers Each Shareholder shall deliver to the Buyer, free and clear of any Lien certificates representing the Purchase Shares, each duly endorsed in blank or with Company share certificate(s) accompanied by a duly executed stock powers attacheddeed of transfer with respect to all of Shira Shares set forth opposite such Shareholder’s name on Schedule A attached hereto, and the Company shall duly execute all such deeds of transfer provided, however, that the share certificate/s need not be delivered if the Shareholder provides the Company with an affidavit, duly executed by such Shareholder and certified by an attorney, according to which the Shareholder has declared that such certificate has never been transferred to him by Shira, has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it or by Shira in connection with such certificate(s) (and which the Company’s rights for indemnification thereunder shall be assignable), including the posting of a bond as may be reasonably requested by the Company. (i) The Exchanging Sellers shall deliver to Holdco, free and clear of any Lien, certificates representing the Exchange Shares, each duly endorsed in blank or with duly executed stock powers attached, and (ii) Holdco shall issue to each Shira will provide the Company with a copy of a resolution of Shira’s Board of Directors and a copy of a resolution of Shira’s General Meeting of Shareholders approving the Exchanging Sellers his or her Rollover Shares, transfer of Shira Shares and all as provided for in other transactions contemplated by this Agreement and by the Exchange AgreementDebt Arrangements. (ciii) Shira shall register the transfer of the Shira Shares to the Company in the register of shareholders of Shira, and shall provide the Company with a confirmation of such entry. (iv) The Sellers Company shall have caused receive validly executed share certificates covering all the Company to Shira Shares, issued in the name of the Company. (iv) prepare Gilo shall execute and deliver to the Buyer a certificate Company the Escrow and Pledge Agreement, in the form attached hereto as Schedule 2b(v) (the “Certificate of Closing AmountsEscrow Agreement”) certifying and all other documents necessary to give effect to the transactions contemplated thereby. (Avi) The company will receive a signed opinion of Fischer, Behar, Chen & Co., dated as of the Net Cash Amount on date of the Closing Dateand addressed to the Company. (vii) The Company shall issue and allot to each Shareholder, and each Shareholder shall purchase from the Company, the number of Company Shares specified opposite the name of such Shareholder on Schedule A hereto, subject to adjustments to the Ratio as provided in Section 1 herein. (Bviii) the amount The Company will provide Shira with a copy of a resolution of the Transaction Expenses, specifying Company’s Board of Directors approving the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness issuance of the Company Shares and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”)transactions contemplated by this Agreement. (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment by wire transfer of immediately available funds. (g) Subject to the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available funds. (h) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Buyer will deliver to the Seller Representatives, the other certificates and documents referred to in Section 8.

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) The Sellers PMW shall deliver to EntertainmentXpress, as agent for Sellers, the Buyer, free and clear of any Lien certificates representing the Purchase Shares, each duly endorsed in blank or with duly executed stock powers attached.following documents: (i) The Exchanging Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers shall deliver in the amounts set forth in Schedule I; (ii) Instructions directing its transfer agent to Holdcoregister the allotment of the Common Stock to the Sellers in the stockholders ledger of PMW; (iii) True copies of all consents and waivers obtained by PMW, free and clear in accordance with the provisions of any LienSection 7.1 below; (iv) Certificate of good standing from the Secretary of State of the State of Delaware, certificates representing dated at or about the Exchange SharesClosing Date, each duly endorsed to the effect that PMW is in blank good standing under the laws of said state; (v) Certified copy of the Certificate of Incorporation of PMW, as certified by the Secretary of State of the State of Delaware at or with about the Closing Date; (vi) Secretary’s certificate duly executed stock powers attachedby PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of PMW’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting Xxxxxxx Xxxxxxxx as a director of PMW (resulting in the PMW directors to be Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx) and appointing the officers of EntertainmentXpress as follows: Xxxxxxx Xxxxxxxx (Chief Executive Officer and Secretary), Xxxxx Xxxxxx (President and Chief Operating Officer), and Xxxx Xxxxx (Chief Financial Officer)as the officers of PMW, and (C) an incumbency certificate signed by all of the executive officers of PMW dated at or about the Closing Date; (vii) An officer’s certificate duly executed by PMW’s chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (viii) Resignation and release agreements, substantially in the form attached hereto as Exhibit A from current officers Xxxxxx Xxxxx (Chief Executive Officer) and Xxx Xxxxxx (President) to be effective as of the Closing; (ix) All corporate books and records of PMW; and (x) Such other documents and instruments as EntertainmentXpress may reasonably request. (b) EntertainmentXpress shall deliver, or cause to be delivered, to PMW the following documents and/or shall take the following actions: (i) Validly executed stock certificates corresponding to the number of EntertainmentXpress Shares being transferred by the Sellers, issued in the name of PMW and shall register the shares in the name of PMW in the stockholders register of EntertainmentXpress. (ii) Holdco shall issue to each Certificate of good standing from the Secretary of State of the Exchanging Sellers his State of California, dated at or her Rollover Sharesabout the Closing Date, to the effect that EntertainmentXpress is in good standing under the laws of said state; (iii) Certified copy of the Certificate of Incorporation of EntertainmentXpress, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iv) Secretary’s certificate duly executed by EntertainmentXpress’ secretary attaching and attesting to the accuracy of: (A) the bylaws of EntertainmentXpress, (B) the resolutions of Entertainment press’s board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of EntertainmentXpress dated at or about the Closing Date; (v) An officer’s certificate duly executed by EntertainmentXpress’ chief executive officer of EntertainmentXpress to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as provided for in of the Exchange Agreementdate of the Closing; and (vi) Such other documents as PMW may reasonably request. (c) The Sellers shall have caused deliver the Company to following documents: (i) prepare to PMW, duly executed share assignments in the form attached hereto as Exhibit B or Exhibit C effecting the immediate and deliver unconditional sale, assignment and irrevocable transfer of EntertainmentXpress Shares to the Buyer a certificate (the “Certificate PMW, free and clear of Closing Amounts”) certifying (A) the Net Cash Amount on the Closing Dateany Liens, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any other third party rights of its Subsidiaries as any kind and nature, whether voluntarily incurred or arising by operation of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”).law and (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) to EntertainmentXpress, as agent for PMW, all share certificates in respect of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete LiabilitiesEntertainmentXpress Shares. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment by wire transfer of immediately available funds. (g) Subject to the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available funds. (h) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Buyer will deliver to the Seller Representatives, the other certificates and documents referred to in Section 8.

Transactions at Closing. At On the ClosingClosing Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Sellers shall deliver the Acquiree and Acquiree Shareholders will deliver, or cause to be delivered, to RCM the Buyer, free and clear of any Lien certificates representing the Purchase Shares, each duly endorsed in blank or with duly executed stock powers attached.following: (i) The Exchanging Sellers shall deliver to Holdco, free and clear of any Lien, stock certificates representing the Exchange SharesAcquiree Shares being surrendered hereunder, each duly endorsed in blank or with duly executed stock powers attached, and attached in blank; (ii) Holdco all corporate records of the Acquiree, including without limitation corporate minute books (which shall issue contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iii) a certificate executed by the Acquiree and the Acquiree Shareholders to the effect that all representations and warranties made by the Acquiree and Acquiree Shareholders under this Agreement are true and correct as of the Closing Date, as though originally given to RCM on said date; \PHILA2\100322_5 (iv) a certificate of good standing for the Acquiree from the Secretary of the State of New Jersey, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (viii) the Registration Rights Agreement described in Exhibit "B" signed by each of the Exchanging Sellers his Acquiree Shareholders; (ix) the Escrow Agreement described in Exhibit "A" signed by the Acquiree Shareholders and the Escrow Agent; (x) an Employment Agreement described in Exhibit "D" signed by Mxxxxx Xxxxxx and RCM; (xi) an Employment Agreement described in Exhibit "E" signed by Bxxxx Xxxxxx and RCM; (xii) an Investor Representation Letter described in Exhibit "F" signed by each of the Acquiree Shareholders; (xiii) a Standstill and Shareholders' Agreement described in Exhibit "C" signed by each of the Acquiree Shareholders and RCM; (xiv) resignations of all officers and directors of Acquiree, following which Lxxx Xxxxx and Bxxxx Xxxxxx shall be elected by RCM as the sole directors of Acquiree; (xv) any documentation associated with the transactions contemplated by Section 5.15 of this Agreement; (xvi) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of RCM and Acquiree; (xvii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to \PHILA2\100322_5 the provisions of this Agreement or her Rollover that may be reasonably requested in furtherance of the provisions of this Agreement; (xviii) an opinion of counsel in form and substance satisfactory to RCM. (b) RCM will deliver or cause to be delivered to the Acquiree and the Acquiree Shareholders: (i) a certificate or certificates of RCM Common Stock which represent the Delivered Shares. The certificate or certificates of RCM Common Stock which represent the RCM Shares shall bear the following legend. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933, BASED ON AN OPINION LETTER OF COUNSEL FOR THE CORPORATION OR A NON-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS IN OF AN AGREEMENT DATED AS OF MARCH 1, 1996 BETWEEN RCM TECHNOLOGIES, INC. AND THE PERSONS IDENTIFIED IN SUCH AGREEMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SAID AGREEMENT IS ON FILE AT THE OFFICES OF THE CORPORATE SECRETARY OF RCM TECHNOLOGIES, INC." (ii) a certificate of RCM's President to effect that all representations and warranties of RCM under this Agreement are reaffirmed on the Closing Date, as provided for though originally given to the Acquiree and the Acquiree Shareholders on said date; (iii) certificate from the Secretary of State of Nevada dated at or about the Closing Date that RCM is in good standing under the Exchange laws of said state; (iv) certified resolution of the Secretary of RCM dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (v) an opinion of counsel in form and substance satisfactory to the Acquiree and the Acquiree Shareholders; (vi) the Registration Rights Agreement described in Exhibit "B" signed by each of the Acquiree Shareholders; \PHILA2\100322_5 (vii) the Escrow Agreement described in Exhibit "A" signed by the Acquiree Shareholders and the Escrow Agent; (viii) an Employment Agreement described in Exhibit "D" signed by Mxxxxx Xxxxxx and RCM; (ix) an Employment Agreement described in Exhibit "E" signed by Bxxxx Xxxxxx and RCM; (x) a Standstill and Shareholders' Agreement described in Exhibit "C" signed by each of the Acquiree Shareholders and RCM; (xi) such documents as may be needed to accomplish the Closing under the corporate laws of the state of incorporation of RCM and Acquiree; (xii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or that may be reasonably requested in furtherance of the provisions of this Agreement. (c) The Sellers shall have caused the Company to (i) prepare Blaire and deliver to the Buyer a certificate (the “Certificate of Closing Amounts”) certifying (A) the Net Cash Amount on the Closing Date, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”). (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer Mxxxxx shall deliver the Escrowed Funds Escrow Shares into escrow pursuant to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each terms of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment by wire transfer of immediately available fundsEscrow Agreement. (g) Subject to the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available funds. (h) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Buyer will deliver to the Seller Representatives, the other certificates and documents referred to in Section 8.

Transactions at Closing. At the Closing: (a) The Sellers who hold Options that are exercisable as of the Closing shall exercise such Options by delivering to the Company an executed notice of exercise and either (i) paying the applicable exercise price (plus the amount of any required foreign, federal, state, provincial or local withholding Taxes payable by the Company with respect to such exercise) in cash or (ii) delivering a written notice to the Buyer to deduct from such Seller’s Pro Rata Share of the Closing Purchase Price an amount equal to the applicable exercise price (plus the amount of any required federal, state, or local withholding Taxes payable by the Company with respect to such exercise) and to pay such amount to the Company. (b) The Sellers shall deliver to the Buyer, free and clear of any Lien Buyer certificates representing the Purchase SharesUnits, each duly endorsed in blank or with duly executed stock powers or other transfer documents attached. (i) The Exchanging Sellers shall deliver to Holdco, free and clear of any Lien, certificates representing the Exchange Shares, each duly endorsed in blank or with duly executed stock powers attached, and (ii) Holdco shall issue to each of the Exchanging Sellers his or her Rollover Shares, all as provided for in the Exchange Agreement. (c) The Sellers shall have caused cause the Company to (i) prepare and deliver to the Buyer a certificate (the “Certificate of Closing Amounts”Indebtedness pursuant to (and as defined in) certifying (A) the Net Cash Amount on the Closing Date, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”)Section 7.4. (d) The Buyer shall pay and dischargedischarge all outstanding Indebtedness evidenced on the Certificate of Indebtedness, and all Transaction Expenses by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso set forth in Section 1.1(b)(iii), the Buyer shall deliver to each of the Non-Escrowing Sellers his, her or its Pro Rata Share of the Initial Payment Cash Purchase Price by wire transfer of immediately available funds. (gf) Subject The Sellers shall cause to be delivered a legal opinion from Fxxxxxxx & Pxxxxx LLP in substantially the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each form of the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available fundsExhibit C attached hereto. (hg) The Sellers will deliver to the Buyer the other certificates and documents referred to in Section 7 and the Buyer will deliver shall provide notice to the Seller RepresentativesRepresentative of its election to pay the Subsequent Consideration in (i) cash, the other certificates (ii) Shares, or (iii) a combination of (i) and documents referred to in Section 8(ii).

Transactions at Closing. At the Closing, the following shall occur: (a) The Sellers Purchase Price shall deliver be payable to Seller in accordance with the provisions of SECTION 2.2; (b) Seller shall assign and transfer the MESC Units to Buyer, free and clear of any Lien certificates representing the Purchase SharesEncumbrances, each duly endorsed in blank by execution and delivery of a bill of sale with respxxx to such MESC Units and such other instruments of transfer or with duly executed stock powers attached. (i) The Exchanging Sellers shall deliver documents necessary to Holdco, free and clear of any Lien, certificates representing the Exchange Shares, each duly endorsed in blank or with duly executed stock powers attached, and (ii) Holdco shall issue to each effect transfer of the Exchanging Sellers his or her Rollover Shares, all as provided for title of the MESC Units to be sold by Seller to Buyer and to permit registration of such transfer in the Exchange registry of members of MESC in accordance with this Agreement. (c) The Sellers Buyer, Seller and the Escrow Agent shall execute and deliver the Escrow Agreement contemplated by SECTION 2.5(b); (d) Buyer shall deposit the Aggregate Escrow Amount with the Escrow Agent in accordance with the provisions of SECTION 2.5(a); (e) Seller shall cause MESC to deliver to Buyer evidence reasonably satisfactory to Buyer that the Cahoon Agreement and txx Xxxwart Agreement and xxx xxxer agency and employment arrangements with MESC have caused been terminated and that all of MESC's obligations therein and claims against MESC arising therefrom, if any, have been fully discharged and paid in full, waived or released; (f) Seller shall cause MESC to deliver to Buyer evidence reasonably satisfactory to Buyer that the Company O&M Agreement has been terminated and that all of MESC's obligations therein and claims against MESC arising therefrom, if any, have been fully discharged and paid in full, waived or released; (g) Buyer shall cause DTEES to execute and deliver to Seller the DTEES Guaranty; (h) Seller shall cause MESC to deliver to Buyer written resignations, effective as of the Closing, by Seller, Stewart, Cahoon and eaxx xxxxr Xxxxxx, if any, who, immediately prior to the Closing, is a manager, a director or an officer of MESC; (i) Seller shall deliver to Buyer a certificate of Seller certifying as to (i) prepare MESC's articles of organization, limited liability company agreement and incumbency of officers immediately prior to the Closing; (ii) Seller's articles of incorporation, by-laws, and incumbency of officers immediately prior to the Closing; and (iii) the resolutions of the board of directors of Seller approving this Agreement and the transactions contemplated hereby and the vote of the Shareholders of Seller approving this Agreement and the transactions contemplated hereby as required under applicable law; (j) Seller shall deliver to the Buyer a certificate (the “Certificate of Closing Amounts”) Seller certifying (A) the Net Cash Amount on the Closing Date, (B) the amount of the Transaction Expenses, specifying the amounts owing to each creditor with respect thereto (together with payment instructions therefor), and (C) the total amount of the Indebtedness of the Company and each of its Subsidiaries as of the Closing Date, specifying the amounts owing to each creditor with respect thereto, and including as separate entries the amount required to satisfy and discharge in full the Company’s and each of its Subsidiaries’ obligations under all of the Refinance Indebtedness, specifying the amounts owing to each creditor with respect thereto, together with payment instructions therefor, and pay-off letters, releases and lien discharges with respect thereto, (all in form reasonably satisfactory to the Buyer), from each creditor to whom such Refinance Indebtedness is owed. As used herein “Refinance Indebtedness” means all Indebtedness of the Company or any of its Subsidiaries as of the Closing other than Indebtedness between or among the Company and/or any of its Subsidiaries and the Indebtedness described on Schedule 2.2(c) hereto (such scheduled Indebtedness being referred to as the “Assumed Indebtedness”). (d) The Buyer shall pay and discharge, by wire transfer of immediately available funds, (i) all of the Refinance Indebtedness in the amounts specified on the Certificate of Closing Amounts, and (ii) all of the Transaction Expenses in the amounts specified on the Certificate of Closing Amounts, to the extent the sum of such amounts is less than the amount equal to (A) $142,000,000, plus (B) the Net Cash Amount on the Closing Date, less (C) the aggregate amount of Assumed Indebtedness, less (D) the Non-Compete Liabilities. (e) The Buyer shall deliver the Escrowed Funds to the Escrow Agent. (f) Subject to the proviso matters set forth in Section 1.1(b)(iii), the SECTION 7.1 and SECTION 7.2; (k) Buyer shall deliver to each Seller a certificate of Buyer certifying as to Buyer's certificate of formation, limited liability company agreement and incumbency of officers immediately prior to the Non-Escrowing Sellers his, her Closing and the resolutions of Buyer's managing member or its Pro Rata Share board of directors approving this Agreement and the Initial Payment by wire transfer of immediately available funds.transactions contemplated hereby as required under applicable law; (gl) Subject to the proviso set forth in Section 1.1(b)(iv), the Buyer shall deliver to each Seller a certificate of Buyer certifying as to the Escrowing Sellers his, her or its Cash Payment Amount by wire transfer of immediately available fundsmatters set forth in SECTION 8.3 and SECTION 8.4. (hm) Seller shall deliver to Buyer a certificate from the Alabama Department of Revenue confirming that all Taxes owed in relation to MESC have been paid or that no Taxes are due; and (n) The Sellers will Parties shall execute and deliver any and all other certificates, documents and instruments as may be reasonably required to consummate the Buyer transactions contemplated by this Agreement. The foregoing transactions shall be deemed to occur simultaneously at the other certificates and documents referred to in Section 7 and the Buyer will deliver to the Seller Representatives, the other certificates and documents referred to in Section 8Closing.