Common use of Closing Escrow Clause in Contracts

Closing Escrow. (a) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 a.m. on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or such other time as the parties hereto may agree in writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, but no later than the date set forth in Section 10.1(b), in order to complete the Acquisition Financing. (b) At the Closing, each Seller will deliver to the Buyer, free and clear of all Liens, certificates representing all of the Shares set forth opposite such Seller’s name in Schedule 1.1, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps. (c) At the Closing, the Buyer will deliver the Escrow Amount by wire transfer of immediately available funds to the Escrow Agent under the Escrow Agreement. (d) At the Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account as shall be designated in writing by each Seller to the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxes. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall deliver to each other, the Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in connection with the transactions contemplated hereby (including a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of such out-of-pocket costs, fees and expenses, the “Expense Amount”), along with wire instructions where payment of such expenses shall be made.

Closing Escrow. (a) The closing Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the Shares representing such Purchaser’s Investment Amount. No later than three (3) Business Days following the satisfaction of each of the sale and purchase of applicable conditions set forth in Section 2.2, the Shares (the “Closing”) will take place Closing shall occur at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ or at 10:00 a.m. on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or such other location or time as the parties hereto may agree in writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, but no later than the date set forth in Section 10.1(b), in order to complete the Acquisition Financingshall mutually agree. (b) At On or prior to the Closingfifth Business Day prior to the date of the Company’s meeting of stockholders to approve, among other things, the Tornado Transaction, each Seller will Purchaser shall deliver to the Buyerits Investment Amount, free in United States dollars and clear of all Liens, certificates representing all of the Shares set forth opposite such Seller’s name in Schedule 1.1, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps. (c) At the Closing, the Buyer will deliver the Escrow Amount by wire transfer of immediately available funds to the Escrow Agent under the Escrow Agreement. (d) At the Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account Continental Stock Transfer and Trust Company, as shall be designated in writing by each Seller to escrow agent (the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined Agent”) in accordance with the following formulas:wire instructions set forth below: [WIRE INSTRUCTIONS TO BE PROVIDED SUPPLEMENTALLY] (c) All payments made by each Purchaser as contemplated by Section 2.1(b) above will be held by the Escrow Agent for each Purchaser’s benefit in an interest bearing escrow account. Such moneys placed in the escrow account shall be disbursed by the Escrow Agent either (i) For each Seller (other than CD Fund IV) an amount equal to the product Company upon the consummation of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and Tornado Transaction or (ii) For CD Fund IV, an amount equal back to the product of (x) Purchasers in each Purchaser’s Investment Amount in the CD Fund IV Percentage multiplied by (y) event that the sum Tornado Transaction is not consummated, in accordance with the terms of the (A) Escrow AmountAgreement, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount.attached hereto as Exhibit B. (ed) At Notwithstanding the Closingforegoing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to may permit payment for the Shares against delivery for those Purchasers whose organizational or other applicable documents or internal procedures require “delivery against payment” or such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxessimilar provision. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall deliver to each other, the Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in connection with the transactions contemplated hereby (including a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of such out-of-pocket costs, fees and expenses, the “Expense Amount”), along with wire instructions where payment of such expenses shall be made.

Closing Escrow. (a) The closing of the sale and purchase of the Shares (the “Closing”) Closing will take place at the offices of Debevoise Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as Purchaser and Seller mutually agree, at 10:00 a.m. A.M. local time, on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or such other time as the parties hereto may agree in writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, but no later than the date set forth in Section 10.1(b), in order to complete the Acquisition Financing. (b) . At the Closing, each Purchaser will pay the Closing Payment by wire transfer of immediately available funds to such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date, PROVIDED that (i) $1,000,000 of the Closing Payment shall be delivered by Purchaser by wire transfer of immediately available funds to an escrow agent mutually selected by Purchaser and Seller (the "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Escrow Agent, the terms of which will be consistent with the terms hereof and mutually acceptable to the parties hereto (the "ESCROW AGREEMENT"). Simultaneously, Seller will deliver assign and transfer to Purchaser all of Seller's right, title and interest in and to the Buyer, free and clear of all Liens, Shares by delivering to Purchaser a certificate or certificates representing all of the Shares set forth opposite such Seller’s name Shares, in Schedule 1.1genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of transfer duly executed endorsed in blank, and bearing or accompanied by all with requisite stock transfer tax stamps. (c) , if any, attached. At the Closing, there shall also be delivered to Seller and Purchaser the Buyer will deliver the Escrow Amount by wire transfer of immediately available funds opinions, certificates and other Contracts, documents and instruments to the Escrow Agent be delivered under the Escrow AgreementARTICLES VI and VII. (d) At the Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account as shall be designated in writing by each Seller to the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxes. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall deliver to each other, the Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in connection with the transactions contemplated hereby (including a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of such out-of-pocket costs, fees and expenses, the “Expense Amount”), along with wire instructions where payment of such expenses shall be made.

Closing Escrow. (a) The closing of the sale and purchase of the Shares (the “Closing”) Closing will take place at the offices of Debevoise Milbank, Tweed, Hadley & McCloy, O▇▇ ▇▇▇se ▇▇▇▇▇▇▇ta▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇York, ▇▇▇ ▇▇▇▇New York 10005, or at such other place as Parent and Seller mutually agree, at 10:00 a.m. A.M. local time, on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or such other time as the parties hereto may agree in writing (the “Closing Date”); provided that the Buyer may extend such date from time . Immediately prior to time, but no later than the date set forth in Section 10.1(b), in order to complete the Acquisition Financing. (b) At the Closing, each Seller and the Seller Subsidiaries will deliver assign and transfer to the BuyerCompany all of their right, title and interest in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill of Sale subs▇▇▇▇ially in the form of Exhibit B-1 hereto (the "General Assignment"), duly executed by Seller and the Seller Subsidiaries, (ii) an assignment of the Acquired Intellectual Property substantially in the form of Exhibit B-2 hereto (the "Intellectual Property Assignment") and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Parent's counsel, as shall be effective to vest in the Company good title to the Transferred Assets (the General Assignment, the Intellectual Property Assignment and the other instruments referred to in clause (iii) being collectively referred to herein as the "Assignment Instruments"), and (b) the Company will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the "Assumption Agreement"), duly executed by the Company, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counsel, as shall be effective to cause the Company to assume the Assumed Liabilities as and to the extent provided in Section 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the "Assumption Instruments"). Simultaneously, the Company will issue 801 shares of Common Stock to Seller. At the Closing and immediately following the transfer to the Company of the Transferred Assets, Parent will cause Purchaser to pay the Purchase Price by (i) wire transfer of immediately available funds in the amount of ninety-five percent (95%) of the Purchase Price (adjusted in accordance with Section 1.03(c)) to such account as Seller may reasonably direct by written notice delivered to Parent by Seller at least three (3) Business Days before the Closing Date and (ii) wire transfer of immediately available funds in the amount of five percent (5%) of the Purchase Price (as so adjusted) to a commercial bank or trust company selected by Parent before the Closing Date and reasonably acceptable to Seller, as escrow agent (the "Escrow Agent"), under an escrow agreement to be entered into on or prior to the Closing Date by Seller, Parent and the Escrow Agent, substantially in the form of Exhibit A hereto (the "Escrow Agreement"). Simultaneously, Seller will assign and transfer to Purchaser all of Seller's right, title and interest in and to the Shares by delivering to Purchaser a certificate or certificates representing all of the Shares set forth opposite such Seller’s name Shares, in Schedule 1.1genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of transfer duly executed endorsed in blank, and bearing or accompanied by all with requisite stock transfer tax stamps. (c) , if any, attached. At the Closing, there shall also be delivered the Buyer will deliver the Escrow Amount by wire transfer of immediately available funds certificates and other contracts, documents and instruments required to the Escrow Agent be delivered under the Escrow AgreementArticles VI and VII. (d) At the Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account as shall be designated in writing by each Seller to the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxes. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall deliver to each other, the Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in connection with the transactions contemplated hereby (including a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of such out-of-pocket costs, fees and expenses, the “Expense Amount”), along with wire instructions where payment of such expenses shall be made.

Closing Escrow. (a) The closing of the sale and purchase of the Shares (the “Closing”) Closing will take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as Purchasers and Sellers mutually agree, at 10:00 a.m. A.M. local time, on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or such other time as the parties hereto may agree in writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, but no later than the date set forth in Section 10.1(b), in order to complete the Acquisition Financing. (b) . At the Closing, each Seller Purchasers will deliver pay the Purchase Price as follows: (i) An amount in cash equal to $54,500,000 less the principal amount of the Note referred to in clause (iii) below by wire transfer of immediately available funds to such U.S. dollar account as Sellers may direct by written notice to Purchasers, such written notice to be provided at least two (2) Business Days before the Closing Date; (ii) $10,000,000 (the "Escrow Amount") by wire transfer of immediately available funds to First Union National Bank, as escrow agent (the "Escrow Agent"), under an escrow agreement to be entered into on the Closing Date by Sellers, Purchasers and the Escrow Agent substantially in the form of Exhibit A hereto (the "Escrow Agreement"); and (iii) a non-recourse, non-interest bearing note of Purchasers substantially in the form of Exhibit B hereto (the "Note") in a principal amount equal to the Buyeramount of the Company's net investment in the Company Leases allocated by Purchasers to the Non-Recourse Pool pursuant to Section 4.06. Simultaneously, Holdings will assign and transfer to Purchasers good and valid title in and to the Shares, free and clear of all Liens, by delivering to Purchasers a certificate or certificates representing all of the Shares set forth opposite such Seller’s name Shares, in Schedule 1.1genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of transfer duly executed endorsed in blank, and bearing or accompanied by all with requisite stock transfer tax stamps. (c) , if any, attached. At the Closing, there shall also be delivered to Sellers and Purchasers the Buyer will deliver the Escrow Amount by wire transfer of immediately available funds opinions, certificates and other agreements, documents and instruments to the Escrow Agent be delivered under the Escrow AgreementArticles V and VI. (d) At the Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account as shall be designated in writing by each Seller to the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxes. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall deliver to each other, the Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in connection with the transactions contemplated hereby (including a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of such out-of-pocket costs, fees and expenses, the “Expense Amount”), along with wire instructions where payment of such expenses shall be made.

Closing Escrow. (a) The closing of the sale and purchase of the Shares (the “Closing”) Closing will take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ Zavis, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place as Buyer and the Stockholders' Representative mutually agree, at 10:00 a.m. A.M., local time, on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or such other time as the parties hereto may agree in writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, but no later than the date set forth in Section 10.1(b), in order to complete the Acquisition Financing. (b) . At the Closing, each Seller Buyer will deliver pay the Purchase Price as follows: (a) $6.0 million (the "ESCROW AMOUNT") of the Purchase Price shall be delivered by Buyer by wire transfer of immediately available funds to a mutually acceptable third party financial institution, as escrow agent (the "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by the Stockholders' Representative, Buyer and the Escrow Agent substantially in the form of attached EXHIBIT B (the "ESCROW AGREEMENT") with $2.0 million (the "EQUITY AMOUNT") of the Escrow Amount to secure satisfaction of the minimum stockholders' equity requirement set forth in SECTIONS 1.4 and 1.5; and (b) the balance of the Purchase Price shall be delivered by Buyer by wire transfer of immediately available funds to such accounts as the Stockholders' Representative directs by written notice delivered to Buyer at least 2 Business Days before the Closing Date. Simultaneously with the payments described in immediately preceding clauses (a) and (b), the Stockholders will assign and transfer to Buyer good and valid title in and to the BuyerCompany Stock and the CISAC Stock, free and clear of all Liens, by delivering to Buyer a certificate or certificates representing all of the Shares set forth opposite such Seller’s name in Schedule 1.1Company Stock and the CISAC Stock, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of transfer duly executed endorsed in blank, and bearing or accompanied by all with requisite stock transfer tax stamps. (c) , if any, attached. At the Closing, the Buyer will deliver the Escrow Amount by wire transfer of immediately available funds there shall also be delivered to the Escrow Agent Stockholders and Buyer the opinions, certificates and other Contracts, documents and instruments to be delivered under the Escrow AgreementARTICLE IV. (d) At the Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account as shall be designated in writing by each Seller to the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxes. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall deliver to each other, the Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in connection with the transactions contemplated hereby (including a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of such out-of-pocket costs, fees and expenses, the “Expense Amount”), along with wire instructions where payment of such expenses shall be made.