Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “ Closing ”) to be held at 12:00 P.M., Central Time, on January 9, 2017 (the “ Closing Date ”) at a location mutually agreed upon by the Buyer and the Sellers.  At the Closing, the Sellers shall, or shall cause the Company’s transfer agent to, deliver to the Buyer the Shares, free and clear of all Encumbrances (as defined below), other than applicable transfer restrictions under federal and state securities laws, rules and regulations and any restrictions set forth in this Agreement together with such instruments of transfer in form and substance reasonably satisfactory to the transfer agent of the Company to evidence the transfer of the Shares, and Buyer shall deliver to each Seller the Purchase Price by wire transfer of immediately available funds to the applicable account of each Seller, as designated in writing by such Seller to the Buyer no later than one business day before the Closing.