Common use of Closing Date Payments Clause in Contracts

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the following: (i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and (iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount.

Closing Date Payments. No later than three Business Days At the Closing, the Base Closing Date Purchase Price shall be paid as follows: (a) With respect to the first twenty-five percent (25%) of the Base Closing Date Purchase Price, Buyer shall issue to each Seller, allocated among the Sellers pursuant to the proportions set forth on Schedule 2.2(a), an aggregate number of shares of LPTH Stock equal to (1) twenty-five percent (25%) of the Base Closing Date Purchase Price, divided by (2) the higher of (A) the average closing price of LPTH Stock, as reported by Bloomberg for the five (5) trading days prior to the ClosingSigning Date, Seller shall deliver as equitably adjusted after its determination for any stock dividend, stock split, reverse stock split, stock combination or similar event occurring during such five (5) trading day period and (B) the “Minimum Price” pursuant to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement Nasdaq Listing Rule 5635 (the “Closing StatementShares”). At . (b) With respect to the Closingremaining seventy-five percent (75%) of the Base Closing Date Purchase Price, (i) Buyer shall pay, or shall cause on behalf of the Company Company, (A) all Closing Date Indebtedness (the “Pay-off Indebtedness”) to paythe lender(s) and payee(s) thereof, in cash by wire transfer of immediately available fundsfunds in accordance with the pay-off letters delivered pursuant to Section 2.5(e), the following: and (iB) $50,000,000 all unsatisfied Selling Expenses existing as of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account Closing (the “Adjustment Closing Selling Expenses”) to the payee(s) thereof, by wire transfer of immediately available funds in accordance with the invoices or other documentation to be delivered pursuant to Section 2.5(f); (ii) Buyer shall pay, on behalf of the Sellers, the sum of Two Hundred Thousand Dollars ($200,000.00) to an account designated by Sellers’ Representative to fund post-Closing third party expenses related to its role as representative of the Sellers; (iii) Buyer shall deposit Two Million Seven Hundred Thousand Dollars ($2,700,000.00) with the Escrow Agent, which shall hold and maintain such amount in an interest bearing escrow account pursuant to the Escrow Agreement (the “Escrow Account”), which shall be established for the purpose of providing a non-exclusive fund for the payment of certain payment and indemnification obligations of the Sellers pursuant to an escrow agreement (the “Escrow this Agreement”), which Escrow Agreement shall if any, and will be (x) entered into on the Closing Date by and among Sellerreleased to Buyer, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and Sellers or both in accordance with the Debt Payoff Lettersterms and conditions of this Agreement and the Escrow Agreement; and (iv) Buyer shall pay the remainder of the Base Closing Date Purchase Price to the Sellers in the proportions set forth on Schedule 2.2(a), invoices or other documents evidencing by wire transfer of immediately available funds to accounts designated by such amounts delivered to Buyer Sellers at least one two (2) Business Day prior to Days before the Closing Date; and (iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount.

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer Parent shall pay, or shall cause the Company or the Surviving Entity to pay, in cash by wire transfer of immediately available fundsfunds (except as expressly contemplated in clause (iii) below), the following: (i1) $50,000,000 of cash 500,000 (such amount, the “Adjustment Escrow Equityholder Representative Expense Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Equityholder Representative Expense Account”), which shall be established pursuant to an escrow agreement to be entered into at the Closing among Parent, the Equityholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit E with such changes as may be reasonably required by the Escrow Agent (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on for purposes of satisfying costs, expenses and/or liabilities incurred in its capacity as the Closing Date by Equityholder Representative and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially otherwise in the form of Exhibit B attached heretoaccordance with this Agreement; (ii2) on behalf of Seller and the Group CompaniesCompany, (xA) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the applicable Debt Payoff Letters, and (B) the Unpaid Transaction Expenses (other than as set forth in clause (iii) below) in accordance with the applicable invoices or other documents evidencing such amounts amounts, in each case, delivered to Buyer Parent by the Company at least one (1) Business Day prior to the Closing Date; and; (iii3) with respect to Sellerany bonus payable in cash and/or Parent Common Shares by the Company as described on Schedule 5.1(iii), in each case payable to employees of the Company, by delivery of such amounts to the Company (in either cash or Parent Common Shares as directed by the Company, it being understood that any portion paid in cash shall be Unpaid Transaction Expenses and any portion paid in Parent Common Shares delivered to the Company shall reduce, on a share for share basis, the number of Parent Common Shares issued at the Closing pursuant to Section 2.8(d)), for further distribution to such employee recipients through the Surviving Entity’s payroll; (4) with respect to each Share issued and outstanding as of immediately prior to the Effective Time, an amount in cash equal to the Per Share Closing Cash Consideration to the Paying Agent for further distribution to the Stockholders pursuant to and in accordance with Section 2.10; and DOC ID - 32901658.22 28 (5) with respect to each Vested Company Option issued and outstanding as of immediately prior to the Effective Time, an amount in cash equal to (A) the Estimated Purchase Priceproduct of (x) the Per Share Optionholder Closing Consideration, multiplied by (y) the aggregate number of Shares issuable in respect of such Vested Company Option outstanding as of immediately prior to the Effective Time, minus (B) the Adjustment Escrow Amountaggregate exercise price that would be paid to the Company in respect of such Vested Company Option had such Vested Company Option been exercised immediately prior to the Effective Time solely in cash (with respect to each Vested Company Option, the “Option Cash Payment”) to the Company. The Surviving Entity shall promptly process through its payroll (not later than the first regular payroll date following the Closing Date) the Option Cash Payment for each holder of Vested Company Options, less any Tax deductions or withholdings required under applicable Law for each such Optionholder’s Option Cash Payment. (6) Notwithstanding anything to the contrary in this Agreement, in no case shall Parent be required to pay to, or on behalf of, the Equityholders any amounts in cash at Closing in excess of the Closing Cash Consideration, except as otherwise provided in Section 9.4.

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall paymake (or cause to be made) the following payments: (a) an amount in the aggregate equal to the Indebtedness Payoff Amount, or shall cause the Company to pay, in cash by wire transfer of immediately available fundsfunds to the accounts designated by the lenders and other creditors of the Company and its Subsidiaries as set forth in the Estimated Closing Statement, in accordance with the following:payoff letters provided by such lenders and other creditors as contemplated by Section 2.08(a)(iii); (ib) an amount equal to $50,000,000 of cash 3,000,000 (such amount, the “Adjustment Escrow Amount”) shall as a source for the payment and discharge of amounts due, if any, from the Equityholders under Section 2.07(f), by wire transfer of immediately available funds to the Escrow Agent; (c) the Transaction Expenses identified in the Estimated Closing Statement as Transaction Expenses to be deposited into paid at Closing, by wire transfer of immediately available funds to the account or accounts of the payees thereof as set forth in the Estimated Closing Statement; (d) an escrow account amount equal to $300,000 (the “Equityholder Representative Expense Amount”) to an account designated by the Equityholder Representative, to be used by the Equityholder Representative to discharge its duties hereunder; and (e) an aggregate amount equal to (i) the Estimated Purchase Price minus (ii) the Adjustment Escrow AccountAmount minus (iii) the Equityholder Representative Expense Amount (the “Closing Payment Amount”), which shall be established pursuant paid (A) in the case of the Sellers, to an escrow agreement (each Seller in accordance with the “Escrow Agreement”)allocation to such Seller as set forth in the Payment Allocation Schedule, which Escrow Agreement shall be (x) entered into on by wire transfer of immediately available funds to the account or accounts designated by the Sellers as set forth in the Estimated Closing Date by and among SellerStatement, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (yB) substantially in the form case of Exhibit B attached hereto; the Optionholders, by delivery to the Company (iifor further payment to the Optionholders) on behalf of Seller and the Group Companies, (x) an aggregate amount of cash equal to the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each Payment Amount payable to Optionholders as set forth on in the Closing Statement Payment Allocation Schedule (such aggregate amount, the “Option Consideration”) for payroll processing for and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts distribution to each Optionholder who has duly executed and delivered to Buyer the Company an Option Cancellation Agreement, at least one Business Day prior the next administratively practicable payroll date, of such Optionholder’s respective portion of the Option Consideration as set forth in the Payment Allocation Schedule, less all applicable withholding Taxes. Notwithstanding anything to the Closing Date; contrary in this Agreement or elsewhere, the payment of the Option Consideration and all related withholding and Tax reporting shall be effectuated by use of the payroll system of the Company or one of its Subsidiaries, as applicable and (iii) , notwithstanding any provision of this Agreement to Sellerthe contrary, an amount equal shall not include any interest with respect to (A) or to account for any delay in such Optionholder’s receipt of the Estimated Purchase Price, minus (B) the Adjustment Escrow Amountpayment.

Closing Date Payments. No later (a) In addition to any amounts payable pursuant to and subject to compliance with Section 3.2, at the Closing, Purchaser shall deliver or cause to be delivered: (i) to the Persons set forth in the Payment Instructions Letter, the amounts necessary to satisfy all of the Closing Date Indebtedness set forth in the Closing Statement and all of the Company Transaction Expenses set forth in the Payment Instructions Letter, each in accordance with the instructions provided in the Payment Instructions Letter; and (ii) to the Escrow Agent, the Cash Escrow Deposit and the Expense Escrow Deposit in accordance with the Escrow Agreement. Without limiting the foregoing, Purchaser agrees that any Company Transaction Expense set forth in the Payment Instructions Letter that is not payable on the Closing Date shall be paid by Purchaser or the Surviving Corporation at the time and in accordance with the instructions set forth in the Payment Instructions Letter. (b) The parties hereto agree that, for federal income tax reporting purposes Purchaser shall be the owner of the Cash Escrow Deposit. All interest and other amounts earned on the Cash Escrow Deposit shall remain as part of the Cash Escrow Deposit, but Purchaser shall be entitled to receive quarterly distributions from the Escrow Account in an amount equal to the tax, if any, that Purchaser is required to pay on such interest, as requested in writing to the Escrow Agent. (c) Notwithstanding any other provision in this Agreement to the contrary, the Closing Date Cash Consideration shall be adjusted at the Closing as set forth in this Section 3.3 pursuant to the Closing Statement delivered pursuant to Section 4.1. The adjustment to the Closing Date Cash Consideration shall be (i) upward, on a dollar-for-dollar basis, to the extent that the Working Capital of the Company transferred to Purchaser at Closing is greater than three Business Days $0, (ii) downward, on a dollar-for-dollar basis, to the extent that the Working Capital of the Company transferred to Purchaser at Closing is less than $0 and (iii), downward, on a dollar-for-dollar basis, to the extent of any Closing Date Indebtedness reflected in the Closing Statement. To the extent the Final Statement is different from the Closing Statement, the Closing Date Cash Consideration shall be adjusted as provided in Section 4.2 and such adjustment shall be paid as provided in Section 4.3. (d) At the Closing, the Company shall deliver duly executed copies of Warrant Surrender Agreements signed by each Warrantholder, which Warrant Surrender Agreements shall provide, and which the Company shall pay, for the surrender of all issued and outstanding Warrants, at or prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of for the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the following: (i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as applicable amounts set forth on Schedule 3.3(d) (it being understood that Purchaser shall have no obligation or liability to pay any additional amount at the Closing Statement and in accordance with for such Warrant Surrender Agreements), except that the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior Purchaser shall be responsible for making payments to the Closing Date; and (iiiholder of the Specified Warrant, which payments shall be set forth in Section 3.1(e) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amountand not in Schedule 3.3(d).

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall payafter the filing of the Certificates of Merger and contemporaneously with receipt of proof of acceptance (reasonably acceptable to Parent) of the Certificates of Merger by the Secretary of State (or any applicable division thereof) of the State of Delaware or Florida, as applicable, and subject to the other terms and conditions set forth herein, Parent shall, or shall cause the Company to payMerger Subsidiaries or the Surviving Entity to, in cash by wire transfer of immediately available fundsmake the following payments or deliveries, and assume the followingfollowing obligations, as the case may be: (i) $50,000,000 of cash to Continental Stock Transfer and Trust Company, as escrow agent (such amountthe “Escrow Agent”), the “Adjustment Escrow Amount”(A) shall Earn-Out Common Stock, to be deposited into an escrow account (the “Adjustment Earn-Out Escrow Account”) and (B) Escrowed Common Stock, to be deposited into an escrow account (the “Common Stock Escrow Account”), in each case, which shall be established pursuant to an escrow agreement agreement, substantially in the form of Exhibit E attached hereto and subject to the reasonable comment thereto by the Escrow Agent (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among SellerParent, the Company, Buyer Representative and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf subject to any withholding obligation as required by applicable Law and subject to the terms of Seller Section 2.13, to the Transfer Agent, the Common Stock Merger Consideration, which shall be payable by the Transfer Agent to the Stockholders (other than with respect to Dissenting Shares) upon surrender and the Group Companies, (x) the portion delivery of the Closing Date Indebtedness that is Funded Indebtedness and (ydocuments provided in Section 2.8(a) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to their respective Allocation Percentages as set forth in the Closing DateDate Holdings Statement and this Agreement; and (iii) subject to SellerSections 2.7(d)(iv), an amount equal Section 6.11, Section 7.2(h) and Section 7.2(l), at the Second Effective Time the Surviving Entity shall assume or payoff in full, on behalf of the Company, up to One Million Five Hundred Thousand Dollars (A$1,500,000) (the “Indebtedness Cap”) of the Indebtedness set forth in the statement setting forth the Company’s calculation of the estimated Indebtedness of the Company as of the close of business on the Closing Date (the “Estimated Purchase PriceClosing Indebtedness Statement”), minus together with reasonable supporting documentation used in such calculation, with all components thereof prepared in accordance with Accounting Principles Consistently Applied and delivered to Parent no later than three (B3) the Adjustment Escrow AmountBusiness Days before Closing.

Closing Date Payments. No later than three Business Days prior On the Closing Date, immediately following acceptance of the Certificate of Merger, Parent shall make, or cause to be made, the following payments: (a) an amount in the aggregate equal to the ClosingEstimated Closing Date Indebtedness, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closingif any, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available fundsfunds to the accounts designated by the lenders and other creditors of the Company set forth in the payoff letters provided by such lenders and other creditors in accordance with Section 2.6(a)(iv); (b) an amount in the aggregate equal to the Estimated Transaction Expenses, by wire transfer of immediately available funds to the following: accounts provided by the Company to the Parent at least two (2) Business Days prior to the Closing Date; provided, however, that (1) any Estimated Transaction Expenses paid pursuant to this Section 2.11(b) to the Company or its Subsidiaries and ultimately payable to an employee of the Company or any of its Subsidiaries (other than those payable pursuant to subsection (2) hereof) shall thereafter be paid by the Company or such Subsidiary to the applicable Person (net of withholding Taxes) through the Company’s or such Subsidiary’s payroll system not later than the next regular payroll date of the Company, (2) with respect to the Sale Bonus (as defined in the B▇▇▇▇ Agreement) which may become payable to P▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the B▇▇▇▇ Agreement on October 13, 2021 (which, for the avoidance of doubt, constitutes a Transaction Expenses), (i) $50,000,000 to the extent the Sales Bonus becomes payable to P▇▇▇▇▇▇ ▇▇▇▇▇ in accordance with the B▇▇▇▇ Agreement, such amounts shall thereafter be paid by the Company or such Subsidiary to the applicable Person (net of cash withholding Taxes) through the Company’s or such Subsidiary’s payroll system not later than the next regular payroll date of the Company, and (ii) to the extent that it is ultimately determined that P▇▇▇▇▇▇ ▇▇▇▇▇ is not entitled to the Sale Bonus in accordance with the terms of the B▇▇▇▇ Agreement such amountamounts shall be paid by wire transfer of immediately held funds to the Securityholders’ Representative, on behalf of and for the “Adjustment Escrow Amount”benefit of the Unitholders (other than the Blocker Members), for further distribution to such Unitholders in accordance with the Payment Schedule, subject to Section 2.18, and (3) any Taxes withheld from any payment under clause (1) or (2) shall be deposited into held and remitted to the applicable Governmental Authority in accordance with applicable Law; (c) an escrow amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to the Adjustment Escrow Agent to be held in an account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Lettersterms of the Adjustment Escrow Agreement to be used solely for the purposes of making the payments, invoices if any, required by Section 2.13(a); (d) an amount equal to the PPP Escrow Amount by wire transfer of immediately available funds to the PPP Escrow Agent to be held in an account (the “PPP Escrow Account”) in accordance with the terms of the PPP Escrow Agreement to be used solely for the purposes of making the payments, if any, required by Section 2.13(b); (e) an amount equal to the Securityholders’ Representative Expense Amount by wire transfer of immediately available funds to the Securityholders’ Representative into an account designated by the Securityholder’s Representative, for purposes of satisfying costs, expenses and/or Liabilities of the Unitholders (other than the Blocker Members) hereunder or other documents evidencing such otherwise incurred in its capacity as the Securityholders’ Representative and otherwise in accordance with this Agreement; and 88758860_15 (f) an amount equal to the Estimated Purchase Price shall be paid by wire transfer of immediately available funds to (i) for amounts delivered allocable to Buyer Blocker Seller pursuant to Section 1.2, directly to Blocker Seller (as satisfaction of the payment required by Section 1.2) in accordance with the Payment Schedule pursuant to wiring instructions provided by Blocker Seller at least one two (2) Business Day Days prior to the Closing Date; and , (ii) for amounts allocable to SWBC Craft, LLC, directly to SWBC Craft, LLC in accordance with the Payment Schedule pursuant to wiring instructions provided by SWBC Craft, LLC at least two (2) Business Days prior to the Closing Date and (iii) for amounts allocable to Sellerthe other Unitholders (other than the Blocker Members), an amount equal the Securityholders’ Representative, on behalf of and for the benefit of such Unitholders, for further distribution to (A) such Unitholders in accordance with the Estimated Purchase PricePayment Schedule, minus (B) the Adjustment Escrow Amountsubject to Section 2.18.

Closing Date Payments. No later than three Business Days prior to (i) On the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Date: Buyer shall pay, pay to Seller (or shall cause the Company to paySeller's designee), in cash immediately available funds by wire transfer of immediately available fundsto an account designated in writing by Seller, the following: Purchase Price, (iA) $50,000,000 of cash reduced by the following amounts (such amountif any) (1) an amount equal to the Deposit, (2) interest thereon from the “Adjustment Escrow Amount”) shall be deposited into an escrow account (date on which the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on Deposit was received by Seller through and including the Closing Date at a rate of five percent (5%) per annum, (3) the Defect Repair Amount and Diligence Period Lien amounts (to the extent not otherwise paid for by Seller or bonded in accordance with Section 5(b)(i) or otherwise adjusted hereunder), and among Seller, the Company, (4) any amount credited to Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) 17 or any other applicable provision of this Agreement; and (yB) substantially increased by the following amounts (if any) (1) amounts payable or paid by Seller in connection with securing title commitments (up to $7,500 in the form aggregate), TPA Approval or approval of Exhibit B attached hereto;the First HUD Loan Lender and the Second HUD Loan Lender, as applicable; and (2) any amount credited to Seller pursuant to Section 17 or any other applicable provision of this Agreement. In addition, Seller and Buyer shall each pay fifty percent (50%) of all transfer, recordation, documentary, sales, use, stamp, registration, real property transfer and other such taxes and fees incurred in connection with the transactions contemplated by this Agreement. (ii) It is understood and agreed that (i) the amount of the Purchase Price allocated to the HUD Facility and Heartlands II (the "HUD Facility Allocable Amount") shall be Twenty-Five Million, Five Hundred Thousand Dollars ($25,500,000), which amount shall be paid by Buyer to Seller on behalf the closing date with respect to the HUD Facility, if Section 6(b)(i) is applicable, by (a) the assumption of Seller the First HUD Loan and the Group Companies, Second HUD Loan and (xb) the portion payment to Seller in cash of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and (iii) to Seller, an amount equal to the excess of (A1) the Estimated Purchase Price, minus HUD Facility Allocable Amount over (B2) the Adjustment Escrow sum of the outstanding principal balances of the First HUD Loan and the Second HUD Loan on the Closing Date. The Purchase Price shall also be reduced by One Million Three Hundred Seventy-Five Thousand Dollars ($1,375,000) (the "HUD Facility Fee Amount").

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer Purchaser shall paymake (or cause to be made) the following payments: (a) an amount in the aggregate equal to the Estimated Closing Date Indebtedness, or shall cause the Company to payif any, in cash by wire transfer of immediately available funds, funds to the following:accounts designated by the lenders and other creditors of each Company set forth in the payoff letters provided by such lenders and other creditors in accordance with Section 2.2(h); (ib) an amount equal to $50,000,000 400,000 (the “Indemnification Escrow Amount”), by wire transfer of cash immediately available funds to the Escrow Agent to be held for the purpose of securing the indemnification obligations of Seller set forth in Article VII; (such amount, c) an amount equal to $1,400,000 (the “Adjustment Escrow Amount”), by wire transfer of immediately available funds to the Escrow Agent as the sole and exclusive source for the payment and discharge of amounts due, if any, from Seller under Section 1.6; (d) an amount equal to $165,840.27 (the “PPP Escrow Amount”), by wire transfer of immediately available funds to the PPP Escrow Agent to be held in an account in accordance with the terms of the PPP Escrow Agreement to be used solely for the purposes of making the payment, if any, required by Section 1.9; provided, however, that in the event that, as provided for in Section 2.5, the account to be established pursuant to the PPP Escrow Agreement has not been established prior to Closing, Purchaser shall withhold the full PPP Escrow Amount and thereafter shall promptly (within one Business Day of the establishment of the requisite account in accordance with Section 2.5) pay (as satisfaction of its obligations pursuant to this Section 1.4(d)) such amount to the PPP Escrow Agent to be held in accordance with the terms of the PPP Escrow Agreement; (e) the Specified Expenses that have not been paid prior to Closing, if any, by wire transfer of immediately available funds to the accounts described in the Estimated Closing Balance Sheet; provided, however, that (1) except with respect to the payment contemplated by clause (2), any Specified Expenses paid pursuant to Section 1.4(e) to either of the Companies and ultimately payable to an employee of either Company, including, without limitation, the transaction bonus payments to be paid to the employees set forth on Exhibit J attached hereto (the “Employee Transaction Bonus Payment Schedule”), shall thereafter be paid by such Company to the applicable Person (net of withholding Taxes) through such Company’s payroll system not later than the next regular payroll date of such Company, (2) the portion of the Specified Expenses paid pursuant to this Section 1.4(e) to Company One and ultimately payable to A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to Section 10 of her General Terms and Conditions of Employment Agreement dated as of April 1, 2014 (net of withholding Taxes) and in accordance with the Side Letter Agreement shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be of Company One established pursuant by Company One prior to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date and solely controlled by and among Seller, the Company, Buyer and A▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇▇▇▇ immediately following the Closing, National Association, a national banking association and thereafter shall be paid by Company One to A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Escrow Agent”net of withholding Taxes) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Lettersterms of the Side Letter Agreement (for the avoidance of doubt, invoices funds will not be distributed to A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or other documents evidencing such amounts delivered otherwise from the account designated in connection herewith until Purchaser received evidence reasonably satisfactory thereto that the requisite withholding has been made), and (3) any Taxes required to Buyer at least one be withheld from any payment under clauses (1) or (2) shall be held and remitted to the applicable Governmental Authority in accordance with applicable Law; (f) after taking into account the payments to be made pursuant to Sections 1.4(a) – (e), the balance of the Estimated Purchase Price by wire transfer of immediately available funds in the amount and to the account of Seller designated in writing by Seller to Purchaser no later than two (2) Business Day Days prior to the Closing Date; and (iiig) to Sellerfollowing the Closing, an amount equal to (A) Purchaser or the Estimated Purchase PriceEscrow Agent, minus (B) as appropriate, shall make the Adjustment Escrow Amountpayment, if any, required by Section 1.6.

Closing Date Payments. No later than three Business Days prior On the Closing Date, immediately following acceptance of the Certificate of Merger, Parent shall make, or cause to be made, the following payments: (a) an amount in the aggregate equal to the ClosingEstimated Closing Date Indebtedness, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closingif any, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available fundsfunds to the accounts designated by the lenders and other creditors of the Company set forth in the payoff letters provided by such lenders and other creditors in accordance with Section 2.6(a)(iv); (b) an amount in the aggregate equal to the Estimated Transaction Expenses, by wire transfer of immediately available funds to the following: accounts provided by the Company to the Parent at least two (2) Business Days prior to the Closing Date; provided, however, that (1) any Estimated Transaction Expenses paid pursuant to this Section 2.11(b) to the Company or its Subsidiaries and ultimately payable to an employee of the Company or any of its Subsidiaries (other than those payable pursuant to subsection (2) hereof) shall thereafter be paid by the Company or such Subsidiary to the applicable Person (net of withholding Taxes) through the Company’s or such Subsidiary’s payroll system not later than the next regular payroll date of the Company, (2) with respect to the Sale Bonus (as defined in the B▇▇▇▇ Agreement) which may become payable to P▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the B▇▇▇▇ Agreement on October 13, 2021 (which, for the avoidance of doubt, constitutes a Transaction Expenses), (i) $50,000,000 to the extent the Sales Bonus becomes payable to P▇▇▇▇▇▇ ▇▇▇▇▇ in accordance with the B▇▇▇▇ Agreement, such amounts shall thereafter be paid by the Company or such Subsidiary to the applicable Person (net of cash withholding Taxes) through the Company’s or such Subsidiary’s payroll system not later than the next regular payroll date of the Company, and (ii) to the extent that it is ultimately determined that P▇▇▇▇▇▇ ▇▇▇▇▇ is not entitled to the Sale Bonus in accordance with the terms of the B▇▇▇▇ Agreement such amountamounts shall be paid by wire transfer of immediately held funds to the Securityholders’ Representative, on behalf of and for the “Adjustment Escrow Amount”benefit of the Unitholders (other than the Blocker Members), for further distribution to such Unitholders in accordance with the Payment Schedule, subject to Section 2.18, and (3) any Taxes withheld from any payment under clause (1) or (2) shall be deposited into held and remitted to the applicable Governmental Authority in accordance with applicable Law; (c) an escrow amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to the Adjustment Escrow Agent to be held in an account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Lettersterms of the Adjustment Escrow Agreement to be used solely for the purposes of making the payments, invoices if any, required by Section 2.13(a); (d) an amount equal to the PPP Escrow Amount by wire transfer of immediately available funds to the PPP Escrow Agent to be held in an account (the “PPP Escrow Account”) in accordance with the terms of the PPP Escrow Agreement to be used solely for the purposes of making the payments, if any, required by Section 2.13(b); (e) an amount equal to the Securityholders’ Representative Expense Amount by wire transfer of immediately available funds to the Securityholders’ Representative into an account designated by the Securityholder’s Representative, for purposes of satisfying costs, expenses and/or Liabilities of the Unitholders (other than the Blocker Members) hereunder or other documents evidencing such otherwise incurred in its capacity as the Securityholders’ Representative and otherwise in accordance with this Agreement; and (f) an amount equal to the Estimated Purchase Price shall be paid by wire transfer of immediately available funds to (i) for amounts delivered allocable to Buyer Blocker Seller pursuant to Section 1.2, directly to Blocker Seller (as satisfaction of the payment required by Section 1.2) in accordance with the Payment Schedule pursuant to wiring instructions provided by Blocker Seller at least one two (2) Business Day Days prior to the Closing Date; and , (ii) for amounts allocable to SWBC Craft, LLC, directly to SWBC Craft, LLC in accordance with the Payment Schedule pursuant to wiring instructions provided by SWBC Craft, LLC at least two (2) Business Days prior to the Closing Date and (iii) for amounts allocable to Sellerthe other Unitholders (other than the Blocker Members), an amount equal the Securityholders’ Representative, on behalf of and for the benefit of such Unitholders, for further distribution to (A) such Unitholders in accordance with the Estimated Purchase PricePayment Schedule, minus (B) the Adjustment Escrow Amountsubject to Section 2.18.

Closing Date Payments. No later than three Business Days At or prior to the ClosingEffective Time, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of Parent will make the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash following payments by wire transfer of immediately available funds, the following: (i) an amount equal to Fifteen Million Dollars ($50,000,000 of cash 15,000,000) (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, N.A. (the “Adjustment Escrow AccountAgent”), which shall be established pursuant to an as escrow agreement agent under the Escrow Agreement by and among Parent, the Shareholder Representatives and the Escrow Agent, substantially in the form attached hereto as Exhibit B (with such reasonable changes as the Escrow Agent may reasonably request) (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on for deposit in the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association escrow account (the “Escrow AgentAccount”) as security for Seller’s obligations to be established, maintained and managed by the Escrow Agent pursuant to Section 2.4(c) and (y) substantially in accordance with the form terms of Exhibit B attached heretothe Escrow Agreement; (ii) an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Shareholder Representative Amount”) to the Shareholder Representatives to hold (the “Shareholder Representative Fund”) in accordance with Section 1.8(b); (iii) the amount of any Company Debt listed on behalf the Estimated Net Debt Statement to each creditor identified therein; (iv) the amount of Seller any Outstanding Company Transaction and Other Expenses listed on the Estimated Outstanding Company Transaction and Other Expense Statement to each Person that is identified therein as being owed such Outstanding Company Transaction and Other Expenses; provided that the aggregate amount of any Employee Bonus Payments included on such statement will be paid to the Company for the Company to remit to the applicable recipient (less required withholdings) and the Group Companies, amount of such withholdings will be paid by the Company to the appropriate Taxing authorities; (xv) the amount of all income and the employee’s portion of employment Taxes to be withheld as shown pursuant to the Closing Date Indebtedness that is Funded Indebtedness and schedules referenced in Section 1.7(a)(vii) to the Company, which will be paid by the Company to the appropriate Taxing authorities; and (yvi) the Seller Expenses that are included in Estimated Adjusted Net Merger Consideration (less the Estimated Purchase Priceamounts paid pursuant to Sections 1.7(b)(i), each as set forth on 1.7(b)(ii) and 1.7(b)(v) and less the Closing Statement and Aggregate Option Exercise Amount) to the Paying Agent for distribution to the Securityholders in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to provisions of the Closing Date; and (iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow AmountPaying Agent Agreement and Section 1.9 hereto.

Closing Date Payments. No later than three Business Days At or prior to the ClosingEffective Time, Seller shall deliver to the Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement will pay or deliver: (i) Two Hundred Fifty Thousand Dollars ($250,000) (the “Closing StatementEscrow Amount”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash ) by wire transfer of immediately available funds, the following: (i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account funds to U.S. Bank National Association (the “Adjustment Escrow AccountAgent”), which shall be established pursuant to an as escrow agreement agent under the Escrow Agreement by and among the Buyer, the Equityholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association for deposit in an escrow account (the “Escrow AgentAccount”) as security for Seller’s obligations to be established, maintained and managed by the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement and for the purposes set forth in Section 2.4(c1.10(a) and (y) substantially in the form of Exhibit B attached heretothis Agreement; (ii) on behalf of Seller and the Group Companies, Equityholder Expense Fund to the Equityholder Representative; (xiii) the portion applicable amount of any Estimated Closing Debt to be paid off at Closing included on the Flow of Funds Memorandum to each creditor identified therein; (iv) the amount of the Estimated Transaction Expenses listed on the Flow of Funds Memorandum to each Person that is identified therein as being owed such Estimated Transaction Expenses; (v) the aggregate amount of all Transaction Payments to the Company, which the Company shall promptly remit to the applicable recipient (less required withholdings which the Company shall promptly remit to the appropriate Taxing Authorities); (vi) with respect to each Optionholder who has executed an Option Termination Agreement, the aggregate amount of the Optionholder Consideration payable as of the Closing Date Indebtedness that is Funded Indebtedness and to the Company, which the Company shall promptly remit to the applicable Optionholders (yless required withholdings which the Company shall promptly remit to the appropriate Taxing Authorities); (vii) deliver the Seller Expenses that are included in remainder of the Estimated Purchase Price, each as Adjusted Net Merger Consideration after the payments set forth on above to the Closing Statement and Paying Agent for distribution to the Stockholders in accordance with Section 1.6, Section 1.7(c), Section 1.8 and the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and (iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow AmountFlow of Funds Memorandum.

Closing Date Payments. No later than three Business Days prior to (i) On the ClosingClosing Date, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation contemporaneously with the filing of the Estimated Purchase Price in the form Statement of the Example Statement (the “Closing Statement”). At the ClosingMerger, Buyer shall payParent shall, or shall cause Newco or the Company to pay, in cash by wire transfer of immediately available funds, the followingSurviving Corporation to: (iA) Deposit $50,000,000 3,500,000 of cash (such amount, the “Adjustment Escrow Amount” and such cash, the “Escrow Fund”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall ) to be (x) entered into on the Closing Date by and among Sellerthe Surviving Corporation, the Company, Buyer Shareholder Representative and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association an escrow agent to be mutually agreed upon between Newco and the Shareholder Representative (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) ), substantially in the form of Exhibit B C attached hereto;hereto (which amount may be increased or decreased by one hundred percent of the earnings and interest, or fifty percent of the costs and fees, associated with the Escrow Fund and Escrow Account, as more specifically provided in the Escrow Agreement); and (B) Pay the Shareholder Representative an amount equal to the difference between (i) the Estimated Purchase Price and (ii) the Escrow Amount. (ii) on behalf On the Closing Date, promptly after receipt of the funds contemplated by Section 2.7(b)(i)(B), the Shareholder Representative shall: (A) Pay or cause to be paid the Seller and Expenses (to the Group Companies, extent not paid by the Company prior to the Closing); (xB) Pay or cause to be paid the applicable portion of the Closing Date Indebtedness that is Funded Indebtedness to each of the Persons owed a portion of such Funded Indebtedness, with the exception of the Assumed Indebtedness, which shall remain a liability of the Surviving Corporation from and after Closing; and (yC) With respect to each share of Common Stock outstanding immediately prior to the Seller Expenses that are included in the Estimated Purchase PriceClosing, pay to each as set forth on holder thereof an amount per share equal to the Closing Statement and Date Payment in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to terms of the Closing Date; and (iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow AmountDate Certificate and Sections 2.8 and 2.9.

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer Purchaser shall pay, or shall cause deliver the Company to pay, in cash following payments by wire transfer of immediately available funds, the following: (i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) funds as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement follows and in accordance with the Debt Payoff LettersEstimated Closing Statement: (a) on behalf of the Companies, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior each Person to whom the Closing Date; and Pay-Off Indebtedness is owed (iii) to Sellereach, a “Pay-Off Recipient”), an amount equal to (Aall Closing Pay-Off Indebtedness owing to such Pay-Off Recipient to the account(s) and in the amounts set forth in the Pay-Off Letters in respect of such Closing Pay-Off Indebtedness as delivered to Purchaser with the Estimated Statement pursuant to Section 2.03 and as specified in the Estimated Closing Statement; (b) on behalf of the Companies and each Seller, to each Person (other than a Person specified in Section 2.07(c)) to whom Transaction Expenses are owed (each, a “Transaction Expense Recipient”), an amount equal to the Transaction Expenses owing to such Transaction Expense Recipient as specified in the Estimated Closing Statement, subject to the receipt of a final invoice and a properly executed IRS Form W-8 or W-9, as the case may be, from each such Transaction Expense Recipient; (c) to the applicable Company’s payroll account, any compensatory payments included as Transaction Expenses that are payable to any current or former employee of any of the Companies upon the Closing, which amounts shall be paid by the applicable Company through its payroll system at Closing or the next possible payroll date if payment at Closing is not possible (net of applicable Taxes and other authorized deductions); (d) to the Sellers (to the respective accounts designated by each of them), an aggregate amount of cash equal to the Estimated Cash Consideration, with each Seller to receive a portion of such aggregate amount equal to such Seller’s Equity Percentage; provided, however, that the Aggregate Warrant Exercise Price shall be paid on behalf of the Warrant Sellers to the Target; (e) to the Sellers (to the respective accounts designated by each of them), an aggregate number of Parent Shares equal to the Parent Share Consideration, with each Seller to receive a portion of such Parent Shares equal to such Sellers’ Share Percentage (with fractional shares rounded up or down to the nearest whole Parent Share after aggregating all Parent Shares to be issued to each Seller under this Agreement); provided, that to the extent Parent reasonably determines that any recipient of Parent Share Consideration is not an Accredited Investor or that the issuance of Parent Shares to such recipient shall not qualify for an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Regulation D and the equivalent state “blue sky” Law, Parent shall be entitled to pay such amounts to each such recipient in cash rather than by issuing Parent Shares; provided, further, that any such payment of cash to any such recipient shall not increase the aggregate amount of Estimated Cash Consideration or decrease the aggregate amount of Parent Share Consideration payable under the Transaction Documents; (f) to the Escrow Agent, the Escrow Amount; (g) to an account designated by the Sellers’ Representative, the Sellers’ Representative Holdback Amount; and (h) to the ESOP Fiduciary Escrow Agent, the ESOP Fiduciary Escrow Amount; (i) to Executive Benefits & Consulting Group, $200,000 as a partial payment of the premium for the ESOP Fiduciary Policy (which shall be paid by Purchaser in addition to the Purchase Price and shall not constitute Transaction Expenses); and (j) to Store, the Store Purchase Price, minus which shall be paid by Purchaser pursuant to Section 7.02(j)(i) (B) which shall be paid by Purchaser in addition to the Adjustment Escrow AmountPurchase Price and shall not constitute Transaction Expenses).

Closing Date Payments. No later than three Business Days prior to (i) On the ClosingClosing Date, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation contemporaneously with the filing of the Estimated Purchase Price in the form Articles of the Example Statement (the “Closing Statement”). At the ClosingMerger, Buyer shall payParent shall, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the followingNewco to: (iA) Deposit $50,000,000 6,000,000 of cash (such amount, the “Adjustment Escrow Amount” and such cash, the “Escrow Funds”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) shall be entered into on the Closing Date by among the Surviving Corporation, Shareholder Representative and among Seller, the Company, Buyer an escrow agent to be mutually agreed upon between Newco and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) Shareholder Representative and (y) shall be substantially in the form of Exhibit B E attached hereto; (B) Pay the Shareholder Representative an amount equal to the difference between (i) the Estimated Purchase Price and (ii) on behalf the sum of Seller and the Group Companies, (x1) the portion Escrow Amount plus (2) the amounts payable at Closing pursuant to Section 2.11 with respect to the Options plus (3) the Incentive Payments; and (C) Pay the Company an amount equal to the sum of (i) the Incentive Payments plus (ii) the amounts payable at Closing pursuant to Section 2.11 with respect to the Options. (ii) On the Closing Date, promptly after receipt of the funds contemplated by Section 2.7(b)(i)(B), the Shareholder Representative shall: (A) With respect to each share of Series A Preferred Stock outstanding immediately prior to the Closing, pay or cause to be paid to each holder thereof an amount per share in accordance with the terms of the Closing Date Indebtedness that is Funded Indebtedness Certificate and Sections 2.8 and 2.9 (ythe “Estimated Series A Preferred Stock Consideration”); (B) With respect to each share of Series B Preferred Stock outstanding immediately prior to the Seller Expenses that are included in the Estimated Purchase PriceClosing, pay or cause to be paid to each as set forth on the Closing Statement and holder thereof an amount per share in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered terms of the Closing Date Certificate and Sections 2.8 and 2.9 (the “Estimated Series B Preferred Stock Consideration”); (C) With respect to Buyer at least one Business Day each share of Series C Preferred Stock outstanding immediately prior to the Closing, pay or cause to be paid to each holder thereof an amount per share in accordance with the terms of the Closing DateDate Certificate and Sections 2.8 and 2.9 (the “Estimated Series C Preferred Stock Consideration”); (D) With respect to each share of Series D Preferred Stock outstanding immediately prior to the Closing, pay or cause to be paid to each holder thereof an amount per share in accordance with the terms of the Closing Date Certificate and Sections 2.8 and 2.9 (the “Estimated Series D Preferred Stock Consideration”); (E) With respect to each share of Series E Preferred Stock outstanding immediately prior to the Closing, pay or cause to be paid to each holder thereof an amount per share in accordance with the terms of the Closing Date Certificate and Sections 2.8 and 2.9 (the “Estimated Series E Preferred Stock Consideration”); (F) With respect to each share of Common Stock outstanding immediately prior to the Closing, except as otherwise contemplated by Section 2.10, pay or cause to be paid to each holder thereof an amount per share in accordance with the terms of the Closing Date Certificate and Sections 2.8 and 2.9 (the “Estimated Common Stock Consideration”); (G) Pay or cause to be paid the applicable portion of the Seller Expenses, other than with respect to the Incentive Payments, to each of the Persons owed a portion of the Seller Expenses as contemplated herein; (H) Pay or cause to be paid all amounts payable at Closing pursuant to Section 2.11 hereof with respect to Series E Preferred Stock Warrants; and (I) Pay or cause to be paid the applicable portion of the Funded Indebtedness outstanding as of the Closing to each of the Persons owed a portion of such Funded Indebtedness as contemplated herein. (iii) to SellerOn the Closing Date, an amount equal to promptly after receipt of the funds contemplated by Section 2.7(b)(i)(C), the Company shall: (A) Pay (less any required withholding Tax) the Estimated Purchase Price, minus Incentive Payments; and (B) Pay (less any required withholding Tax) the Adjustment Escrow Amountamounts payable at Closing pursuant to Section 2.11 with respect to the Options.

Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall paymake (or cause to be made) the following payments: (a) an amount in the aggregate equal to the Indebtedness Payoff Amount, or shall cause the Company to pay, in cash by wire transfer of immediately available fundsfunds to the accounts designated by the lenders and other creditors of the Company and its Subsidiaries as set forth in the Estimated Closing Statement, in accordance with the following:payoff letters provided by such lenders and other creditors as contemplated by Section 2.08(a)(iii); (b) an amount equal to $3,000,000 (the "Adjustment Escrow Amount") as a source for the payment and discharge of amounts due, if any, from the Equityholders under Section 2.07(f), by wire transfer of immediately available funds to the Escrow Agent; (c) the Transaction Expenses identified in the Estimated Closing Statement as Transaction Expenses to be paid at Closing, by wire transfer of immediately available funds to the account or accounts of the payees thereof as set forth in the Estimated Closing Statement; (d) an amount equal to $300,000 (the "Equityholder Representative Expense Amount") to an account designated by the Equityholder Representative, to be used by the Equityholder Representative to discharge its duties hereunder; and (e) an aggregate amount equal to (i) $50,000,000 of cash the Estimated Purchase Price minus (such amount, ii) the “Adjustment Escrow Amount”Amount minus (iii) shall be deposited into an escrow account the Equityholder Representative Expense Amount (the “Adjustment Escrow Account”"Closing Payment Amount"), which shall be established pursuant paid (A) in the case of the Sellers, to an escrow agreement (each Seller in accordance with the “Escrow Agreement”)allocation to such Seller as set forth in the Payment Allocation Schedule, which Escrow Agreement shall be (x) entered into on by wire transfer of immediately available funds to the account or accounts designated by the Sellers as set forth in the Estimated Closing Date by and among SellerStatement, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (yB) substantially in the form case of Exhibit B attached hereto; the Optionholders, by delivery to the Company (iifor further payment to the Optionholders) on behalf of Seller and the Group Companies, (x) an aggregate amount of cash equal to the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each Payment Amount payable to Optionholders as set forth on in the Closing Statement Payment Allocation Schedule (such aggregate amount, the "Option Consideration") for payroll processing for and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts distribution to each Optionholder who has duly executed and delivered to Buyer the Company an Option Cancellation Agreement, at least one Business Day prior the next administratively practicable payroll date, of such Optionholder's respective portion of the Option Consideration as set forth in the Payment Allocation Schedule, less all applicable withholding Taxes. Notwithstanding anything to the Closing Date; contrary in this Agreement or elsewhere, the payment of the Option Consideration and all related withholding and Tax reporting shall be effectuated by use of the payroll system of the Company or one of its Subsidiaries, as applicable and (iii) , notwithstanding any provision of this Agreement to Sellerthe contrary, an amount equal shall not include any interest with respect to (A) or to account for any delay in such Optionholder's receipt of the Estimated Purchase Price, minus (B) the Adjustment Escrow Amountpayment.

Closing Date Payments. No later than three Business Days On the Closing Date, contemporaneously with the filing of the Certificate of Merger, Parent shall make the following payments in cash on behalf of Parent (collectively, the “Closing Date Payments”): (i) The Closing Date Bank Debt and Defaulted Funded Indebtedness shall be paid to the holders thereof on behalf of the Company as specified in each holder’s applicable payoff letter, by wire transfer of immediately available funds to such account or accounts as directed in the applicable payoff letter or as directed by the Company in writing to Parent; (ii) The Surviving Corporation shall pay on the Closing Date any Seller Expenses not paid by the Company prior to the Closing, Seller ; (iii) The Surviving Corporation shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash receive by wire transfer of immediately available funds, for further distribution to the following:holders of Transaction Incentive Awards, an amount equal to the Transaction Incentive Award Closing Amount as set forth in the Estimated Merger Consideration Statement; (iiv) $50,000,000 of cash (such amount, the “The Adjustment Escrow Amount”) Amount shall be deposited on behalf of Parent for the benefit of the Former Holders of Series A Preferred Stock and the holders of the Transaction Incentive Awards into an a non-interest bearing escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement the Escrow Agreement; (v) $200,000 shall be delivered to the Representative to cover costs and expenses incurred by the Representative in its capacity as the Representative (the “Escrow AgreementExpense Reserve”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto;; and (iivi) on behalf Each Former Holder of Seller and Series A Preferred Stock shall receive by wire transfer of immediately available funds an amount equal to the Group Companies, (x) the portion Per Share Series A Preferred Closing Consideration for each share of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement Series A Preferred Stock owned by such Former Holder subject to and in accordance with the Debt Payoff LettersSections 2.8 and 2.9, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and (iii) to Seller, an amount equal to (A) in each case as set forth in the Estimated Purchase Price, minus (B) the Adjustment Escrow AmountMerger Consideration Statement.

Closing Date Payments. No later than three five (5) Business Days prior to the Closing, Seller the Representative shall deliver to Buyer a closing statement setting forth an item by item Parent (i) the Representative’s good faith calculation of the Estimated Purchase Price and each of the components thereof (calculated in a manner consistent with the definitions and other applicable provisions of this Agreement), (ii) the Allocation Schedule, (iii) a calculation of the Estimated Aggregate Earn-Out Payment, in each case together with reasonable supporting detail and documentation (including supporting calculations and schedules) used by the Representative in its calculations thereof. Upon receipt of the calculation of the Estimated Purchase Price, Parent shall be permitted to review and provide comments thereto, the Representative shall reasonably consider any comments made by Parent in respect thereof, and the Parties shall cooperate in good faith to resolve any disagreements with respect to such calculations, it being understood that Parent shall have no approval rights with respect to the calculation of the Estimated Purchase Price or the basis thereof; provided, that in case of any disagreement between the Parties, in no case shall such disagreement hinder or delay the Closing and the calculations originally delivered by the Representative shall control. If the parties agree to any changes to the Estimated Purchase Price or the components thereof, such changes shall be deemed included in the form applicable calculations for purposes of the Example Statement (the “Closing Statement”)Estimated Purchase Price to be paid pursuant to this Section 2.12. At the Closing, Buyer Parent shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the following: (i) (x) $50,000,000 of cash 10,000,000.00 (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), (y) an amount of cash equal to the Estimated Aggregate Earn-Out Payment (such amount, the “Earn-Out Escrow Amount”) shall be deposited into an escrow account (the “Earn-Out Escrow Account”) and (z) $1,800,000.00 (such amount, the “Indemnity Escrow Amount”) shall be deposited into an escrow account (the “Indemnity Escrow Account”), each of which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (xA) entered into on the Closing Date by and among Sellerthe Representative, the Company, Buyer Parent and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association Citibank N.A. (the “Escrow Agent”) and (B) in a form to be reasonably agreed upon among the Representative, Parent and the Escrow Agent prior to the Closing; (ii) $9,098,120 (such amount, the “Representative Expense Amount”) shall be deposited into an account established by the Representative (the “Representative Expense Account”) for purposes of satisfying (A) costs, expenses and/or liabilities incurred in its capacity as security for Seller’s the Representative and otherwise in accordance with this Agreement and (B) obligations of the Representative pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto6.12(e); (ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and (iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount.