The closing of the Repurchase Transaction (the “ Closing ”) will take place at the offices of Perkins Coie LLP, 1900 Sixteenth Street, Denver, Colorado 80202 on the 3rd business day following the date of this Agreement (the “ Closing Date ”). At the Closing, (0) Sellers shall deliver or cause to be delivered to Purchaser certificates representing the Purchased Shares and the Converted Shares, together with such endorsements and other transfer documents as may be reasonably requested by Purchaser or necessary to transfer to Purchaser right, title and interest in and to the Purchased Shares or to cancel the Converted Shares, (b) Purchaser shall pay to Sellers the Consideration in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Sellers to Purchaser and (c) each Seller will deliver to Purchaser a duly completed and executed conversion notice in the form provided by Purchaser.