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

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers: (A) the Closing Date Payment, by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer and Parent shall: (i) deliver to Sellers’ Representative: (A) the Closing Date Payment, Cash Payment by wire transfer of immediately available funds to the accounts an account designated in writing by each Seller Sellers to Buyer no later than five (5) two Business Days prior to the Closing Date; (B) the GTI Shares payable to Sellers as part of the Purchase Price, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)minus the Escrow Fund Share Portion; and (BC) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.; and (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (Biii) any Transaction Expenses unpaid at Closing, deliver to the Escrow Agent: (A) the Escrow Fund Cash Portion by wire transfer of immediately available funds to accounts designated by the accounts Escrow Agent and the Escrow Fund Share Portion, to be held for the purpose of securing the indemnification obligations of Sellers set forth in Article VIII and the amounts specified on obligations of Sellers in Section 6.08; (B) the Closing Transaction Expenses CertificateEscrow Agreement. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments a document evidencing assignment of the Membership Interests Company Interest and California Interest, as applicable (such document, the “Interest Assignment”); (ii) the written resignations, to Buyerbe effective as of the Closing Date, in form of the officers and content acceptable to Buyer and its counsel, free and clear managers of all Encumbrancesthe Company Parties set forth on Schedule 2.03; and (iiiii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers: (A) pay the Closing Date PaymentPayment to Seller; (ii) deliver or cause to be delivered to Seller such affidavits, certificates or other forms required by wire transfer Law or otherwise provided in accordance with local custom of immediately available funds the Town of Holliston, Middlesex County and/or the Commonwealth of Massachusetts as may be necessary or appropriate to consummate the accounts designated transactions contemplated by this Agreement in writing by each accordance with the terms hereof, if any; (iii) deliver or cause to be delivered to Seller a duly executed Reimbursement Certificate in a form reasonably acceptable to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)and Seller; and (Biv) deliver or cause to be delivered to Seller the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments an assignment of the Membership Interests to Buyer, substantially in the form and content attached hereto as Exhibit A (the “Assignment”), duly executed by Seller; (ii) such affidavits, certificates or other forms required by Law or otherwise provided in accordance with local custom of the Town of Holliston, Middlesex County and/or the Commonwealth of Massachusetts as may be necessary or appropriate to consummate the transactions contemplated by this Agreement in accordance with the terms hereof, if any; (iii) a duly executed Reimbursement Certificate in a form reasonably acceptable to Buyer and its counsel, free and clear of all EncumbrancesSeller; and (iiiv) the Ancillary other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver: (i) deliver to Sellers: (A) the holders of Indebtedness of the Company and Holdco specified in the Closing Date PaymentCertificate, the respective amounts of such Indebtedness by wire transfer of immediately available funds to the accounts of such holders specified in the Closing Certificate; (ii) to the Persons to whom any Transaction Expenses of the Company or Holdco are due, the respective amounts of such Transaction Expenses by wire transfer of immediately available funds to the accounts of such Persons specified in the Closing Certificate; (iii) to Seller, cash in the an amount equal to the Purchase Price less the Escrow Amount and less the aggregate amount of all Indebtedness paid pursuant to clause (i) above, subject to any Closing Adjustment pursuant to Section 2.04(a), by wire transfer of immediately available funds to an account of Seller designated in writing by each Seller to Buyer no later than five (5) two Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (Biv) to Seller, the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of stock certificates evidencing the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselShares, free and clear of all EncumbrancesEncumbrances (other than those resulting by Law from the fact that the Shares are not registered under United States or state securities Laws or regulations), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At or prior to the closing of the Purchase (the “Closing”), Buyer shall: (i) No later than the date of the execution of this Agreement, deliver to Sellers: (A) the Closing Date PaymentCompany the Purchase Price, which the Company acknowledges has been received by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)Company; and (Bii) deliver to the Ancillary Documents and Company all other agreements, documents, instruments or certificates that each is required to be delivered by Buyer at or prior deliver, and take all actions each is required to the Closing take, pursuant to Section 7.03 Article VI of this Agreement. Agreement (ii) pay, on behalf without limiting the generality of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificateforegoing. (b) At or prior to the ClosingClosing except as set forth below, Sellers shall deliver or cause to be delivered to Buyerthe Company shall: (i) duly executed assignments register the issuance of the Membership Interests to Shares on the books and records of the Company as duly issued in the name of the Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and deliver to Buyer all other agreements, documents, instruments or certificates that the Company is required to deliver, cause to be delivered all documents required to be delivered by the Seller Parties at or prior advisors to the Closing Company and take all actions the Company is required to take, pursuant to Section 7.02 Article VI of this Agreement. (c) Effective as of the Closing, consistent with Buyer’s Board Appointment Right, the Company shall cause the Buyer Director Nominee, whose name Buyer has submitted to the Company within two (2) Business Days prior to the Closing, to be elected to the Company Board (subject to reasonable acceptance by the Company). (d) Within four (4) Business Days following the execution of this Agreement, the Company shall file with the U.S. Securities and Exchange Commission a Report on Form 8-K to announce the entry into this Agreement and the material terms of the Transaction. Each document of transfer or assumption referred to in this Article II (or in any related definition set forth in Article I) that is not attached as an Exhibit to this Agreement shall be in customary form and shall be reasonably satisfactory in form and substance to the parties hereto.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver to the Seller Parties: (i) deliver to Sellers: the Purchase Price minus (A1) the October 2022 Debenture Amount, minus (2) the March 2023 Note Amount, minus (3) the April 2023 Note Amount, and minus (4) any withheld amounts pursuant to Section 2.05, if any (the “Closing Date Payment”), by wire transfer of immediately available funds to the accounts an account designated in writing by each Seller to Buyer no later than five two (52) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (Bii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (iib) pay, on behalf of the Company or the Sellers, the following amounts:[RESERVED] (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (bc) At the Closing, Sellers the Seller Parties shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of stock certificates evidencing the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselShares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) proof, reasonably satisfactory to the Buyer (in its sole discretion), that any Indebtedness between any Company Group entity on the one hand and the Seller Parties (or any of their Affiliates other than the Company Group) on the other hand has been converted into, and will be treated by the appropriate Seller Party for all purposes as, a capital contribution by such Seller Party to the applicable Company Group entity; and (iiiii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers: (A) Sellers the Purchase Price less the Escrow Amount, subject to any Closing Date PaymentAdjustment pursuant to Section 2.03(a), by wire transfer of immediately available funds to the an account or accounts of Sellers designated in writing by each Seller Sellers in a written notice to Buyer no later than five (5) two Business Days prior to the Closing Date; (ii) deliver to the Escrow Agent the Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent in accordance with each Seller to receive their respective percentage the terms of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)the Escrow Agreement; and (Biii) deliver to Sellers the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of stock certificates evidencing the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselShares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer Group shall: (i) deliver pay or cause to Sellers: (A) be paid the applicable Pro Rata Portion of the Closing Date PaymentPurchase Price to each Seller, by wire transfer of immediately available funds to funds, in accordance with the accounts designated payment instructions contained in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Final Closing Date Payment as Schedule. As of any specific date, the aggregate cash amount to be paid to each Seller hereunder shall be calculated in accordance with such Seller’s Pro Rata Portion set forth on Schedule 2.03(a)(i)(A3.03(a); (ii) pay or cause to be paid all Unpaid Company Transaction Expenses, as directed by Sellers in writing at or prior to Closing; and (Biii) the Ancillary Documents and deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer Group at or prior to the Closing pursuant to Section 7.03 6.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers each Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments Copies of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselshare certificates evidencing such Seller’s Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto, it being understood that original share certificates shall be delivered to Buyer’s counsel promptly, but no later than five (5) Business Days, following the Closing Date; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the such Seller Parties at or prior to the Closing pursuant to Section 7.02 6.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers: (A) confirmation of wire transfers of immediately available funds the respective portion of the Closing Date Payment, by wire transfer of immediately available funds to the accounts designated and in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as amounts set forth opposite each Seller’s name on Schedule 2.03(a)(i)(A)the Consideration Statement; and (B) a copy of the letter of instruction, in form and substance as reasonably approved by the Sellers' Representative prior to the Closing, to Xxxxx's transfer agent irrevocably instructing the transfer agent to issue to each Seller, in book-entry form, the respective portion of the Stock Consideration set forth opposite such Seller’s name on the Consideration Statement (the “Instruction Letter”). (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 8.03 of this Agreement. (ii) pay, on behalf of the Company or the SellersCompany, the following amounts: (A) any Closing Indebtedness of the Company required to be paid by the Company at Closingthe Closing pursuant to the terms and conditions of which such Indebtedness was incurred, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness CertificateStatement; and (B) any Closing Transaction Expenses unpaid required to be paid by the Company at ClosingClosing pursuant to the terms and conditions of which such Closing Transaction Expenses were incurred, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses CertificateStatement. (b) At the Closing, Sellers each Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments an assignment of the Membership Interests to Buyer, Buyer in form and content acceptable substance satisfactory to Buyer and its counsel(the “Assignment”), free and clear of all Encumbrancesduly executed by such Seller; and (ii) the other Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the such Seller Parties at or prior to the Closing pursuant to Section 7.02 8.02 of this Agreement. (c) At the Closing, if necessary due to a change in the amounts set forth the Consideration Statement attached hereto as Annex A, Sellers’ Representative shall deliver to Buyer an updated Consideration Statement together with a certification that such updated Consideration Statement has been approved by each Seller.

Transactions to be Effected at the Closing. At the Closing: (a) At the Closing, Buyer shallSeller shall deliver to Purchaser: (i) certificates (or other instruments of transfer), in each case, in form and substance reasonably satisfactory to Purchaser, representing the Transferred Equity, together (if applicable) with duly executed stock or unit powers or other instruments of transfer and with all appropriate transfer Tax stamps attached, if applicable, sufficient to vest in Purchaser or its designee all right, title and interest of Seller in and to the Transferred Equity (such documents, the “Equity Transfer Documents”); (ii) all documents, papers, forms, and authorizations (the “Domain Name Transfer Documents”) and take all other reasonable actions to enable Purchaser to transfer the Domain Name to and register the Domain Name at the domain name registrar of Purchaser’s choice; (iii) a certification of non-foreign status, in compliance with Treasury Regulations Section 1.1445-2(b)(2) and reasonably acceptable to Purchaser certifying under penalties of perjury that Seller is not a foreign person under Section 1445 of the Code; and (iv) the other documents required to be delivered by it pursuant to Article V; and (b) Purchaser shall deliver to SellersSeller: (Ai) to the extent necessary, duly executed counterparts of the Equity Transfer Documents; (ii) to the extent necessary, duly executed counterparts of the Domain Name Transfer Documents; (iii) the Closing Date Payment, other documents required to be delivered by it pursuant to Article V; and (iv) payment by wire transfer of immediately available funds (to the accounts a bank account designated in writing to Purchaser by each Seller to Buyer no later than five (5) at least one Business Days Day prior to the Closing Date), with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior an amount equal to the Closing pursuant to Section 7.02 of this AgreementPurchase Price.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver to the Sellers: (i) deliver to Sellers: (A) the portion of the Closing Date Payment, Payment to be paid to the Sellers under the terms hereof by wire transfer of immediately available funds to such accounts as are designated by the accounts designated Company or the Representative, in a writing by each Seller to be delivered to Buyer no later than five two (52) Business Days prior to the Closing Date; (ii) the Escrow Agreement, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)duly executed by Buyer; and (Biii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers and/or the Company, as appropriate, shall deliver or cause to be delivered to Buyer: (i) stock certificates evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed assignments in blank; (ii) resignations of the Membership Interests officers and directors of the Company and each of its Subsidiaries effective as of the Closing; (iii) the Escrow Agreement, duly executed by the Representative; (iv) the Payoff Letters and signed copies of Form UCC 3 or other applicable forms of release releasing all Encumbrances on property and assets securing the Indebtedness. (v) evidence that the financial advisory agreement between the Company and Trinity Xxxx Management, L.P. has been terminated and ceases to Buyer, be in form full force and content acceptable to Buyer effect and its counsel, free and clear of all Encumbrancesany rights thereunder have been waived; and (iivi) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallthe Investor shall deliver (or cause to be delivered) to the Company: (i) deliver to Sellers: (A) the Closing Date PaymentCash Purchase Price, by wire transfer of immediately available funds to the accounts an account designated in writing by each Seller the Company to Buyer no later than five Investor; (5ii) Business Days prior the Promissory Note, if applicable, duly executed by Investor; (iii) if the Promissory Note is included as part of the Purchase Price, the Resignation Letter, duly executed by Xx. Xxxxx Xxxxxx; (iv) a copy of the Merger Agreement and any documents contemplated thereby or related thereto, duly executed by MTE or the Investor, as applicable; (v) a certificate by a duly authorized officer as to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as matters set forth on Schedule 2.03(a)(i)(Ain Sections 9.03(a)-(c); and (Bvi) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Investor at or prior to the Closing pursuant to Section 7.02 9.02of this Agreement. (b) At the Closing, the Company shall deliver to Investor: (i) evidence of book-entry issuance of the Shares to the Investor, upon receipt of the Cash Purchase Price and Promissory Note, if applicable, and consummation of the Merger, delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Company; (ii) a copy of the Merger Agreement and any documents contemplated thereby or related xxxxxxx xxxx executed by the Company; and (iii) all other agreements, documents, instruments or certificates required to be delivered by the Company at or prior to the Closing pursuant to Section 9.03 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to SellersSeller: (A) the Closing Date Payment, Payment by wire transfer of immediately available funds to the accounts an account designated in writing by each Seller to Buyer no later than five two (52) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and; (B) the Ancillary Documents and number of shares of Buyer Common Stock equal to Four Hundred Thousand Dollars ($400,000) divided by the Closing Buyer Common Stock Price; and (C) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company Group or the SellersSeller, the following amounts: (A) Indebtedness of the Company Group to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of stock certificates evidencing the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselShares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers:each Seller (in accordance with each Seller’s Pro Rata Share): (A) the Closing Date Payment, Purchase Price less the Indemnification Escrow Amount by wire transfer of immediately available funds to the accounts an account designated in writing by each such Seller to Buyer no later than five three (53) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (B) the Ancillary Documents Escrow Agreement, the Coinsurance Agreement and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of deliver to the Company or the Sellers, the following amountsEscrow Agent: (A) Indebtedness of the Company to be paid at ClosingIndemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the accounts Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in the amounts specified on the Closing Indebtedness CertificateSection 6.10; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses CertificateEscrow Agreement. (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of stock certificates evidencing the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselShares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents Escrow Agreement, the Coinsurance Agreement and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. Subject to the fulfillment (aor, to the extent legally permitted, the waiver) At of the conditions set forth in Article V, at the Closing, Buyer shall: (i) Each of the Sellers and the Purchaser shall duly execute and deliver a share transfer and assignment agreement substantially in the form attached hereto as Exhibit A (the “SHARE TRANSFER AGREEMENT”), such Share Transfer Agreement to be recorded in front of a German or Basle Notary Public; and (ii) each Seller shall deliver to Purchaser (A) each of the certificates, instruments and agreements required to be delivered by each of the Sellers pursuant to Article V hereof and (B) such other documents as Purchaser may reasonably request in connection with the Closing. (b) Purchaser shall deliver to Sellers: : (Ai) the Closing Date Payment, Cash Consideration by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five at least two (52) Business Days prior to before the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment by the Sellers; (ii) certificates representing 7,000,000 Wireless Shares in the denominations as set forth on in Schedule 2.03(a)(i)(A1.03(b) (the “CLOSING SHARES”); and (Biii) each of the Ancillary Documents and all other agreements, documentscertificates, instruments or certificates and agreements required to be delivered by Buyer at or prior to the Closing Purchaser pursuant to Section 7.03 of this AgreementArticle V hereof; and (iv) such other documents as Sellers may reasonably request in connection with the Closing. (iic) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers Purchaser shall deliver deposit or cause to be delivered deposited certificates representing 1,000,000 Wireless Shares (the “INDEMNIFICATION SHARES”) in escrow with American Stock Transfer & Trust Company, as escrow agent (the “ESCROW AGENT”), to Buyer: (i) duly executed assignments secure the indemnification obligations of the Membership Interests to Buyer, Sellers as set forth in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior Article VII pursuant to the Closing pursuant to Section 7.02 terms of this Agreementan escrow agreement substantially in the form attached hereto as Exhibit B (the “INDEMNIFICATION ESCROW AGREEMENT”).

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers: (A) the Closing Date PaymentPayment less the Purchase Price Adjustment Escrow Amount, by wire transfer of immediately available funds to the accounts an account designated in writing by each Seller to Buyer no later than five (5) two Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of deliver to the Company or the Sellers, the following amountsEscrow Agent: (A) Indebtedness of the Company to be paid at ClosingPurchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the accounts and Escrow Agent, to be held for the purpose of securing the obligations of Sellers in the amounts specified on the Closing Indebtedness CertificateSection 2.04(d); and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses CertificateEscrow Agreement. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of stock certificates evidencing the Membership Interests to Buyer, in form and content acceptable to Buyer and its counselShares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) a completed and duly executed Investor Representation Letter for each of the Sellers; and (iiiii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer shall: (i) deliver pay to Sellers: (A) each of the Sellers its Pro-Rata Portion of the Closing Date Payment, Amount by wire transfer of immediately available funds to the account or accounts designated in writing to the Buyer by each Seller to Buyer Sellers’ Representative no later than five three (53) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.; (ii) pay, on behalf of deposit $17,500,000 (the Company or “Escrow Amount”) with the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, Escrow Agent by wire transfer of immediately available funds to the accounts and account designated by the Escrow Agent in the amounts specified on Escrow Agreement (the Closing Indebtedness Certificate“Escrow Account”); and (Biii) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds deliver to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Buyer at or prior to the Closing pursuant to Section 7.02 of this Agreement. (b) At the Closing, each of the Sellers shall: (i) deliver to the Buyer a certificate or certificates representing the Purchased Securities being sold by them hereunder duly endorsed or accompanied by stock powers duly endorsed in blank, and (ii) deliver, or cause to be delivered, all other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver: (i) deliver to Sellers: (A) each holder of the Indebtedness set forth on the Preliminary Settlement Statement, the amount required to repay in full all Indebtedness owed to each such holder on the Closing Date PaymentDate, in cash by wire transfer of immediately available funds funds, in accordance with the wire transfer instructions provided to Buyer by Seller; (ii) to the accounts designated in writing by each Seller to Buyer no later than five Seller, the Preliminary Purchase Price (5) Business Days prior after giving effect to the Closing DateDeposit, which shall be delivered to Seller from the joint control account at the Deposit Bank in accordance with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)Section 1.04) by wire transfer in immediately available federal funds; and (Biii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments all instruments and documents (including payoff letters) necessary to pay off all Indebtedness of the Membership Interests to BuyerCompany and release any and all Encumbrances on the Assets securing any such Indebtedness, in form and content acceptable to Buyer and its counselincluding appropriate UCC financing statement amendments (termination statements); (ii) a stock certificate evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; and (iiiii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 8.01 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver: (i) deliver to Sellers: Seller, the Purchase Price (A) as adjusted pursuant to Section 2.03(a)(ii)), less the sum of the Closing Date PaymentAdjustment Escrow Amount and the Indemnity Escrow Amount, by wire transfer of immediately available funds to the accounts an account of Seller designated in writing by each Seller to Buyer no later than five (5) two Business Days prior to the Closing Date; (ii) to the Escrow Agent, with each the Closing Adjustment Escrow Amount and the Indemnity Escrow Amount, by wire transfer of immediately available funds; (iii) to the recipients and in the amounts designated by Seller to receive their respective percentage of such in the Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)Statement, the Closing Indebtedness and the Transaction Expenses in immediately available funds; and (Biv) the Ancillary Documents and to Seller, all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 6.02 of this Agreement.

Transactions to be Effected at the Closing. (a) 2.3.1 At the Closing, Buyer shallshall deliver: 2.3.1.1 the Purchase Price (ia) deliver to Sellers: plus any remaining cash of the Company (Anet of all outstanding checks) as of the Effective Time, (b) plus or minus the Working Capital Closing Adjustment, (c) plus the Expansion Purchase Price Payment, (d) minus the Estimated Phase IV Post Closing Costs, if any, (e) minus the sum of the Indebtedness Payoff Amount, the Transaction Expenses, the Escrow Amount, the Closing Date PaymentAccruals, any Indebtedness identified in the Purchase Price Disbursement Certificate and not included in the Indebtedness Payoff Amount, by wire transfers of immediately available funds to Sellers to the accounts designated by Sellers’ Representative in accordance with Sections 2.2.4, 2.2.5, 2.2.6 and 2.2.7; 2.3.1.2 evidence that Buyer has paid the Indebtedness Payoff Amount to each holder of Indebtedness set forth on Section 2.2.1 of the Disclosure Schedules and the Transaction Expenses to each Person identified in the Purchase Price Disbursement Certificate and deposited the Escrow Amount with the Escrow Agent, in each case by wire transfer of immediately available funds to the accounts designated in writing by each Seller such Person pursuant to Buyer no later than five (5) Business Days prior to the Closing DateSections 2.2.1, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A)2.2.2 and 2.2.3, respectively; and (B) the Ancillary Documents and 2.3.1.3 all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 6.3 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) 2.3.2 At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties Sellers at or prior to the Closing pursuant to Section 7.02 6.2 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to SellersSeller: (A) the Closing Date Payment, Payment by wire transfer of immediately available funds to the accounts an account designated in writing by each Seller to Buyer no later than five (5) Business Days prior to close of business on the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and; (B) the Ancillary Documents Promissory Note; and (C) the closing documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the SellersSeller, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (biii) At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (iiv) a counterpart of the Assignment and Assumption of Limited Liability Company Interest, substantially in the form attached hereto as Exhibit E, duly executed assignments by all Parties in respect of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all EncumbrancesInterest ; and (iiv) the Ancillary Documents closing documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement. (b) At the Closing, Seller shall: (i) deliver to Buyer: (A) Pledge Agreements modified to release any lien on the interest and allow the closing.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shallshall deliver to Seller: (i) deliver The Cash Consideration, subject to Sellers: (A) the any Closing Date PaymentAdjustment pursuant to Section 2.04(a), by wire transfer of immediately available funds to the accounts an account of Seller designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller Date minus Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the “Holdback Escrow Fund”). The Holdback Escrow Fund shall be held in escrow pursuant to receive their respective percentage Section 2.05 of such Closing Date Payment this Agreement and the terms and conditions of an escrow agreement substantially in the form attached hereto as set forth on Schedule 2.03(a)(i)(AExhibit A (the “Escrow Agreement”); (ii) stock certificates evidencing the Stock Consideration; and (Biii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (iib) payAt the Closing, on behalf of the Company or the Sellers, the following amountsSeller shall deliver to Buyer: (Ai) Indebtedness stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank in form and substance reasonably satisfactory to Buyer, with all required stock transfer tax stamps affixed thereto; (ii) the Company to be paid at ClosingClosing Cash Deficiency (as provided in Section 2.04(a) below), if any, by wire transfer of immediately available funds to the accounts and in the amounts specified on an account designated by Buyer no later than two Business Days prior to the Closing Indebtedness CertificateDate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (iiiii) the Ancillary Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement. (c) Except for the Indebtedness identified in Exhibit B attached hereto, for which payoff letters will be delivered to Buyer pursuant to Section 7.02(l) below, as of the Closing, Seller shall cause the Company to have no Indebtedness. At the Closing, Buyer shall pay or cause to be paid, on behalf of the Company, the amounts of Indebtedness indicated pursuant to Section 7.02(l) by wire transfer of immediately available funds to the Persons or bank accounts specified in such payoff letters.