Common use of Closing Payments Clause in Contracts

Closing Payments. At the Closing, Parent shall: (i) deliver to each holder of the Company’s Indebtedness set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall: (i) shall deliver to each holder on behalf of the Company’s Indebtedness set forth in the Payment Schedule, Company by wire transfer in accordance with of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the wire instructions set forth in lenders under the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)CIT Loan Agreement, cash in an amount equal to the applicable payoff amount; lesser of the Available Closing Expense Amount and the Closing Debt Amount (iiunless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the who is owed a portion of the Closing Merger Consideration that represents Transaction Expenses, as specified in the aggregate Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Options Payout Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the holder Persons described in the foregoing clause (y) in excess of Company Options, which will the amounts funded by Parent pursuant hereto shall be paid through obligations of the Company’s payroll. No interest Surviving Corporation and shall be paid or shall accrue on any cash payable to Company Securityholders pursuant at Closing to the provisions extent of this Article IIAvailable Cash. Any cash deposited with No less than two (2) Business Days prior to the Exchange Agent Closing Date (i) the Company shall hereinafter be referred obtain and provide to as Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Exchange FundDebt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.”

Closing Payments. (a) The completion of the Standby Purchase (the “Closing”) shall take place at the offices of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP in New York, New York, on the date on which all of the conditions to the occurrence of the Effective Date (other than the condition of receipt of payment from the Standby Purchasers of the Purchase Price in respect of their Standby Purchase) have been satisfied or waived and all of the conditions set forth under Sections 6 and 7 have been satisfied or waived by the Company or the Standby Purchasers (as applicable), or at such other location or on such other date as may be mutually agreed by the Company and the Standby Purchasers (the day on which the Closing takes place being the “Closing Date”). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date and all documents and instruments will be deemed to have been delivered simultaneously at such time. (b) At the Closing, Parent shall: (i) deliver each Standby Purchaser hereby agrees, severally, but not jointly, to each holder pay the Company the aggregate Subscription Price for its Standby Percentage of the Company’s Indebtedness set forth in Standby Purchase Shares to be purchased by such Standby Purchaser hereunder (the Payment Scheduleaggregate of such payments by all of the Standby Purchasers, the “Purchase Price”) by wire transfer of immediately available funds to an account designated by the Company at least three Business Days prior to the scheduled Closing Date. (c) At the Closing, upon receipt in accordance with full of the wire instructions set forth in aggregate Subscription Price for each Standby Purchaser’s Standby Percentage of the applicable payoff letter delivered Standby Purchase Shares to be purchased by each Standby Purchaser hereunder, the Company shall deliver to such Standby Purchaser (or its designees) stock certificates or evidence of book-entry record ownership representing the Standby Purchase Shares to be issued by the Company to such Standby Purchaser pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent this Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder free and clear of Company Optionsany Liens, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account except Liens created by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundotherwise resulting from actions by such Standby Purchaser.”

Closing Payments. At the Closing, Parent shallshall deliver or cause to be delivered the following: (i) deliver 3.4.1. to each holder of an account designated in writing by the Company’s Indebtedness set forth in Payments Administrator prior to the Payment ScheduleClosing Date, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)of immediately available funds, cash in an amount equal to the applicable payoff amount; aggregate amount required to be paid with respect to the Shares (ii) deliver other than Common Stock being cancelled pursuant to each Person Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to whom Transaction Expenses instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company are owed, as or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement; 3.4.2. to an account designated in writing by the Payment ScheduleCompany prior to the Closing Date, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)of immediately available funds, cash in an amount equal to the applicable payoff amountaggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company to such Optionholders in accordance with Section 3.2.4, but not later than five (5) Business Days following the Closing Date; (iii) deposit 3.4.3. to an account designed in writing by the Escrow Amount in Payments Administrator prior to the Escrow Fund Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the wire instructions set forth in 2011 Agreement (as directed by the Escrow Agreement2011 Seller Representative); (iv) deposit 3.4.4. to an account designated in writing by the Representative Reimbursement Amount in Company prior to the Representative Reimbursement Fund Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the wire instructions set forth in the Escrow 2011 Agreement; (v) deliver 3.4.5. to one or more accounts designated in writing by the Company prior to the Exchange Agent Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing; 3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and 3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with the wire instructions set forth in the Exchange Agent this Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

Closing Payments. Each of the payments and issuances detailed in this Section 1.3 (the “Closing Payments”) shall be made in the amounts and as set forth in the Pre-Closing Statement delivered pursuant to Section 1.4(a) (provided, however, that notwithstanding anything herein to the contrary, any such Closing Payment for which compensatory Tax withholding is required by Law shall be paid via the payroll system of the Company): (a) At the Closing, Parent shallPurchaser shall pay or cause to be paid, by wire transfer of immediately available funds to the bank accounts designated in writing by each Seller or the Sellers’ Representative, as applicable, at least three (3) Business Days prior to the Closing Date the following payments: (i) deliver to each holder Seller, such Seller’s Pro Rata Percentage of the CompanyClosing Cash Consideration less such Seller’s Indebtedness set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amountRelated Party Pay-off Amount; (ii) deliver to each Person to whom Transaction Expenses the Escrow Agent, the sum of the Company are owedAdjustment Escrow Amount and the Indemnification Escrow Amount (collectively, as set forth the “Escrow Amount”), to the accounts designated by the Escrow Agent in writing to Purchaser at least three (3) Business Days prior to the Payment ScheduleClosing, which Adjustment Escrow Amount and Indemnification Escrow Amount shall be held in separate accounts by wire transfer the Escrow Agent in accordance with the wire instructions set forth in terms and conditions of this Agreement and the applicable payoff letter delivered pursuant Escrow Agreement; and (iii) on behalf of the Company, to Section 7.3(i)(vi)the payees thereof, a cash in an amount equal to the applicable payoff amount; (iii) deposit amount of all Estimated Closing Date Indebtedness of the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions types set forth in clause (i) and clause (v) of the Escrow Agreement;definition of Indebtedness and all Estimated Unpaid Company Transaction Expenses due and payable as of the Closing. (ivb) deposit At the Closing, Purchaser shall deliver to each Seller a copy of the instructions issued by Purchaser to its transfer agent instructing such transfer agent to issue and deliver to each Seller its Pro Rata Percentage of the Stock Consideration in such securities accounts as are designated in writing by the Sellers’ Representative Reimbursement Amount in at least three (3) Business Days prior to the Representative Reimbursement Fund by wire transfer in accordance with Closing Date, subject to the wire instructions terms and conditions set forth in Section 7.16, ​ and such issuance and delivery of the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Stock Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will shall be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion effective as of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundDate.”

Closing Payments. At the Closing, Parent shall: (i) deliver Buyer shall pay the Adjustment Escrow Amount to each holder of the Company’s Indebtedness set forth in the Payment Schedule, by wire transfer Escrow Agent in accordance with the wire instructions set forth Funds Flow Memorandum. (ii) Buyer shall pay $250,000 (the “Seller Administrative Expense Fund”) to an account designated by the Seller Representative in accordance with the Funds Flow Memorandum. (iii) Buyer shall pay, on behalf of the Company, all Closing Indebtedness included in the Estimated Indebtedness Amount and described in the Payoff Letters in accordance with the Payoff Letters. (iv) Buyer shall pay, on behalf of the Company, all Seller Transaction Expenses included in Estimated Seller Transaction Expenses and described in the Invoices in accordance with the Invoices; provided that, in addition, any Seller Transaction Expenses to be paid at the Closing and treated as wages to a current or former employee of the Company shall be paid to the Company, which shall pay the applicable payoff letter delivered pursuant payee such amount, less applicable withholding Taxes, through the Company’s payroll system. Buyer shall cause the 2021 Annual Bonuses and the Special Transaction Bonuses to Section 7.3(i)(vi)be paid by the Company to its employees, cash in the amounts approved in the Bonus Authorizing Resolutions, no later than December 31, 2021. (v) Buyer shall pay the Sellers in accordance with the Funds Flow Memorandum an aggregate amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses Base Purchase Price, minus [a] the Adjustment Escrow Amount, minus [b] the amount of the Company are owedSeller Administrative Expense Fund, as set forth plus [c] the Estimated Cash Amount, minus [d] the Estimated Indebtedness Amount, minus [e] the Estimated Seller Transaction Expenses, plus [f] the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Net Working Capital Target, minus [g] the amount, if any, by which the Estimated Closing Net Working Capital is less than the Net Working Capital Target, minus [h] the Rollover Amount (collectively, the “Closing Date Purchase Price Payments”). Notwithstanding anything in the Payment Schedulecontrary in this Agreement, by wire transfer Buyer shall have no liability or other obligation to any Person (including any Seller) in respect of the allocation of the Closing Date Purchase Price Payments to the extent paid in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundFunds Flow Memorandum.”

Closing Payments. At (a) Subject to the terms and conditions hereof, at the Closing, Parent shall:shall pay the following amounts, by wire transfer of immediately available funds, as follows: 4892-0619-9513 (i) deliver Parent shall pay the Paid Indebtedness and the Estimated Closing Company Transaction Expenses to each holder of the Company’s Indebtedness set forth in the Payment Schedule, holders thereof by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth included in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount;Closing Payoff Statement. (ii) deliver Parent shall pay the Adjustment Escrow Amount and the Retention Escrow Amount to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, Escrow Agent by wire transfer of immediately available funds, in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in terms of the Escrow Agreement; (iviii) deposit Parent shall pay the Equityholder Representative Reimbursement Amount in Expense Fund to the Representative Reimbursement Fund by wire transfer Equityholder Representative, in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollSection 7.1(e); and (viiv) deliver Parent shall deposit, or cause to be deposited, the Closing Payment with the Paying Agent for distribution to the Equityholders in accordance with Section 2.4(c) and Section 2.4(d) and the Paying Agent Agreement, subject to and in accordance with the provisions of Section 2.9. (b) On the first payroll processing date occurring following the Closing Date, Parent shall use commercially reasonable efforts to cause the Surviving Corporation to pay, any applicable Change of Control Payments to (i) each Liquidity Bonus Recipient that has executed and delivered a Contract in the form of Exhibit G (a “Release Agreement”), and (ii) to each other Person who is entitled to receive a Change of Control Payment (each, a “Change of Control Payment Recipient”), in each case through (A) the Company’s payroll account by wire transfer system in accordance with the wire instructions set forth standard payroll practices, and subject to any required withholding for applicable Taxes, in the case of such Change of Control Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid Recipients who are current or former employees and (B) through the Company’s payrollaccounts payable system, in the case of such Change of Control Payment Recipients who are neither current nor former employees. No interest shall be paid or shall accrue The Liquidity Bonus Recipients, the Change of Control Payment Recipients, and the amount of their respective Change of Control Payments are set forth on any cash payable to Company Securityholders pursuant Section 2.7(b) to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundDisclosure Schedule.”

Closing Payments. At the Closing, Parent shall: (ia) deliver Purchaser shall pay or cause to each holder be paid, by means of wire transfer of immediately available funds, the Company’s Indebtedness set forth on the Indebtedness Schedule, in the amounts and otherwise in accordance with the terms set forth in the Payment Payoff Letters and the Indebtedness Schedule, such payment to be made by wire transfer the Purchaser to an account designated by the Paying Agent for further distribution by the Paying Agent in accordance with the Payoff Letters. (b) Purchaser shall pay or cause to be paid, by means of wire instructions set forth in transfer of immediately available funds, the applicable payoff letter delivered pursuant Expense Fund to Section 7.3(i)(vi)an account designated by the Paying Agent for distribution by the Paying Agent into an account designated by the Sellers’ Representative. (c) Purchaser shall pay or cause to be paid, cash in by means of wire transfer of immediately available funds, the Closing Date Option Consideration, to an amount equal account designated by the Paying Agent for further distribution by the Paying Agent to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer Optionholders in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant Allocation Schedule and subject to the provisions of this Article II. Any cash deposited Agreement and the Paying Agent Agreement (it being understood that the Exercise Price shall be deducted from the payment made to the Optionholders and transferred by the Paying Agent to the Company’s account). (d) Purchaser shall pay to the Sellers an amount equal to (i) the Closing Date Purchase Price less (ii) the Retained Closing Amount less (iii) the Adjustment Holdback Amount, the Expense Fund and the Closing Date Option Consideration, by means of wire transfer of immediately available funds to an account designated by the Paying Agent, for distribution by the Paying Agent to the Sellers in accordance with the Exchange Allocation Schedule, and subject to the provisions of this Agreement and the Paying Agent Agreement. (e) Notwithstanding anything to the contrary in this Agreement, any consideration which a holder of (i) Company 102 Shares, Company 102 Options or Company 3(i) Options has the right to receive pursuant to this Agreement in respect of such Company 102 Shares, Company 102 Options or Company 3(i) Options shall be transferred by Purchaser, to the Paying Agent, who shall transfer such consideration directly to the Section 102 Trustee to be held in trust and further distributed in accordance with the applicable provisions of the Israeli Tax Ordinance, the Israeli Tax Ruling (if obtained), or the Israeli Interim Tax Ruling (if obtained), as applicable, and (ii) Company Options that are not Company 102 Options or Company 3(i) Options has the right to receive pursuant to this Agreement in respect of such Company Options shall be transferred by Purchaser to the Paying Agent for payment to the holders of such Company Options in accordance with the Allocation Schedule and subject to the provisions of this Agreement and the Paying Agent Agreement. (f) The payment of the amounts of cash set forth in this Section 2.7 to the Paying Agent shall hereinafter be referred deemed the discharge of Purchaser’s obligation to as pay such amounts to the “Exchange Fundrelevant parties.”

Closing Payments. At the Closing, Parent shallthe Acquiror will make (or cause to be made) the following payments, in each case by wire transfer of immediately available funds to the account or accounts designated by the payee in writing no later than two Business Days prior to the Closing Date: (ia) deliver to each holder the Escrow Agent for deposit in the respective accounts, the Working Capital Escrow Amount, the Escrow Amount and the Stockholder Representative Expense Holdback Amount; (b) on behalf of the Company’s , subject to receipt of customary payoff letters, the amount payable to each counterparty or holder of Indebtedness for borrowed money to the extent and as set forth in the Payment SchedulePreliminary Closing Statement in order to fully discharge such Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto; (c) on behalf of the Company, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver Estimated Transaction Expenses, to each Person to whom Transaction Expenses of the Company are owed, who is owed a portion thereof as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth Preliminary Closing Statement (provided that in the applicable payoff letter delivered pursuant case of Transaction Expenses consisting of bonuses subject to Section 7.3(i)(vi)withholding, cash in an amount equal such amounts shall be paid to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver Company for further distribution to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion recipients thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollpayroll system and the parties shall cause the Company to make such bonus payments through its payroll system on the Closing Date; provided, further, that the Company shall accrue the amount of all such bonus payments in its accounts as of immediately prior to the Effective Time); and (vid) deliver the Closing Merger Consideration to Securityholders (i) in respect of amounts owed in respect of the Company’s payroll account by wire transfer in accordance with the wire instructions Notes as set forth in the Payment SchedulePayoff Letter, which shall be in a form reasonably satisfactory to Acquiror and (ii) to the extent any portion of the Closing Merger Consideration that represents remains after payments are made in respect of the aggregate Closing Options Payout Amount payable to the holder of Company OptionsNotes, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders amounts due pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundSection 2.6(a).”

Closing Payments. (a) At the Closing, Parent shall: (i) deliver Buyer shall pay, or cause to each holder be paid, on behalf of the Company’s Indebtedness set forth , to the accounts designated in the Payment SchedulePayoff Letter, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)of immediately available funds, cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses Funded Debt as of the Company are owed, Closing Date (or such other amount as set forth in the Payment Schedule, by wire transfer Payoff Letter) owing to the applicable lender parties in accordance with the wire instructions set forth in Payoff Letter. The Company shall deliver the applicable payoff letter Payoff Letter to Buyer on or prior to the second Business Day prior to the Closing. (b) At the Closing, Buyer shall pay, or cause to be paid, to each Pre-Closing Holder (only if such Pre-Closing Holder has duly completed, executed and delivered pursuant to Section 7.3(i)(viBuyer a Letter of Transmittal at least two (2) Business Days prior to the Closing Date), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount account designated in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the such Pre-Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder Holder’s Letter of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment ScheduleTransmittal, the portion of the Closing Merger Date Company Unit Consideration that represents allocated to such Pre-Closing Holder as set forth in the aggregate Closing Options Payout Amount payable Distribution Waterfall. (c) At the Closing, Buyer shall pay, or cause to be paid, to the holder Company the UAR Payment Amount. The Surviving Company shall thereafter pay to each Pre-Closing Holder its portion of Company Options, which will be paid through the UAR Payment Amount set forth next to such Pre-Closing Holder’s name in the Distribution Waterfall and via the Surviving Company’s payroll. No interest normal payroll practices following the Closing, subject to applicable withholding Taxes. (d) At the Closing, Buyer shall deliver, or cause to be paid delivered, to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount for the Escrow Agent to hold (the “Escrow Account”) and to disburse solely in accordance with the terms of this Agreement and an escrow agreement to be executed at the Closing by Buyer, the Escrow Agent and the Holder Representative in substantially the form attached hereto as Annex D (the “Escrow Agreement”). (e) At the Closing, Buyer shall pay, or cause to be paid, to the Holder Representative, by wire transfer of immediately available funds to an account designated in writing by the Holder Representative at least one (1) Business Day prior to the Closing Date, the Holder Representative Holdback Amount. (f) At the Closing, pursuant to Section 3.2(c), Buyer shall cause the Company to deliver to Buyer the number of membership interests in the Surviving Company equal to the number of membership units of Merger Sub issued and outstanding and held by Buyer immediately prior to the Effective Time. (g) At the Closing, Buyer shall or shall accrue on any cash payable cause the Company to Company Securityholders pursuant pay, all Estimated Closing Transaction Expenses to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundparties owed such amounts.”

Closing Payments. At the Closing, Parent shall: (i) deliver shall pay or cause to each holder of the Company’s Indebtedness set forth in the Payment Schedulebe paid, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(viof immediately available funds (each such payment, a “Closing Payment”), cash in an amount equal as follows: (a) to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of Adjustment Escrow Agent, the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal Adjustment Escrow Amount and any fees due to the applicable payoff amount; (iii) deposit Adjustment Escrow Agent under the Adjustment Escrow Amount in Agreement, to the Escrow Fund by wire transfer in accordance with account created for such purpose under the wire instructions set forth in the Adjustment Escrow Agreement; (ivb) deposit to the Representative Reimbursement Indemnification Escrow Agent, the Indemnification Escrow Amount in and any fees due to the Representative Reimbursement Fund by wire transfer in accordance with Indemnification Escrow Agent under the wire instructions set forth in Indemnification Escrow Agreement, to the account created for such purpose under the Indemnification Escrow Agreement; (vc) deliver if there is any Indebtedness owed by the Acquired Companies on the PPP Loan as of the Closing, to the Exchange Agent PPP Loan Escrow Agent, the PPP Loan Escrow Amount; (d) if (x) the S-Corp Tax Opinion (in form mutually agreed upon by wire transfer Parent and the Sellers’ Representative in good faith) has not been delivered to the Company on or prior to the Closing Date and (y) Parent has determined in accordance with Section 6.33 that the wire instructions amounts set forth in the Exchange Agent Agreement, Section 357(c) Spreadsheet do not establish to Parent’s good faith satisfaction that the Closing Merger Consideration (less tax basis of the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder assets of Company Options, which will be paid through the Company’s payroll)“qualified subchapter S subsidiaries” exceed such subsidiaries’ liabilities (for purposes of Section 357(c) of the Code) as of the date of this Agreement, then to the Indemnification Escrow Agent, the Special Tax Escrow Amount; (e) on behalf of the Acquired Companies, to the relevant payees thereof, an aggregate cash amount equal to the amount of all Estimated Unpaid Company Transaction Expenses and the Payoff Debt; and (vif) deliver on behalf of the Sellers, to the Company’s payroll account of the Sellers’ Representative, a cash amount equal to the Representative Expense Fund. Each of the Closing Payments shall be made by wire transfer in accordance with the wire instructions set forth of immediately available funds in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable amounts and to the holder of bank accounts designated in writing by the Company Optionsin the Pre-Closing Statement (as defined below) delivered pursuant to Section 1.4(a); provided, which will be paid through however, that the Company’s payroll. No interest Aggregate Transaction Bonus Payments and the LTIP Settlement Amount shall be paid or shall accrue to the Company on any cash payable to Company Securityholders the Closing Date pursuant to Section 6.14 and thereafter the provisions of this Article II. Any cash deposited with Company shall pay the Exchange Agent shall hereinafter be referred to as payees thereof through the “Exchange Fundnext regularly-scheduled Company payroll.”

Closing Payments. (i) At the Closing, Parent shall: Buyer shall deliver (ior cause to be delivered) deliver to each holder the Paying Agent the Closing Cash Consideration by wire transfer of immediately available funds to the Company’s Indebtedness set forth account designated in the Payment Schedule, by wire transfer Schedule for such purpose such that the Paying Agent can make the payments pursuant to Section 2.07(b) on the Closing Date (subject to timely receipt of the required documentation in accordance with Section 2.07(b)). (ii) At the wire instructions set forth in Closing, Buyer shall deliver (or cause to be delivered) to the applicable payoff letter delivered pursuant Paying Agent, such that the Paying Agent can make payment to Section 7.3(i)(vi)the Escrow Agent, cash in an amount equal to the applicable payoff amount;Adjustment Escrow Amount by wire transfer of immediately available funds to the account designated by the Escrow Agent (the “Adjustment Escrow Account”). (iiiii) At the Closing, Buyer shall deliver (or cause to each Person be delivered) to whom Transaction Expenses of the Company are owedPaying Agent, as set forth in such that the Payment SchedulePaying Agent can make payment to the Sellers’ Representative, the Sellers’ Representative Expense Fund, by wire transfer of immediately available funds to the account designated in the Payment Schedule for such purpose. (iv) At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent, such that the Paying Agent can make on behalf of the Company payment of all amounts required to be paid under (A) the Payoff Letters delivered pursuant to Section 6.07 in order to fully discharge the Covered Indebtedness thereunder and (b) Invoices delivered pursuant to Section 6.07 in order to fully discharge the amounts owed to Persons thereunder, in each case, by wire transfer of immediately available funds to the account designated in such Payoff Letters and Invoices. (v) As promptly as practicable after the Closing (but in any event on the Closing Date), upon the terms and subject to the conditions contained herein (including the execution and delivery by the Lock-Up Holders of a Lock-Up Agreement and delivery of Investor Questionnaires and duly completed letters of transmittal), Parent will instruct its transfer agent to cause the Stock Consideration to be accepted into The Depository Trust Company and to be issued (in uncertificated book-entry form) to each Seller that is an Accredited Investor in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule. (vi) On the Closing Date, Buyer will initiate (or cause to be initiated) wire transfer(s) of immediately available funds to the portion account designated in the Payment Schedule for the payment set forth in the foregoing clause (i) such that the Paying Agent can make the payments pursuant to Section 2.07(b) on the Closing Date (subject to timely receipt of the required documentation in accordance with Section 2.07(b)). On the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable Date, Buyer will initiate (or cause to be initiated) wire transfer(s) of immediately available funds to the holder Paying Agent for purposes of Company Options, which will be paid through making each of the Company’s payrollpayments set forth in the foregoing clauses (ii)-(iv). No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”|US-DOCS\159043691.20||

Closing Payments. (i) Not less than two (2) business days prior to the Closing, the Company shall deliver to Parent a reasonably detailed statement (based on the balance sheet and other financial statements of the Company and its Subsidiaries as of October 31, 2016, plus all known changes and adjustments occurring since October 31, 2016) setting forth the Company’s good faith estimates of (i) the Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), and (ii) the Transaction Expenses (the “Estimated Transaction Expenses”). (ii) Such statement (the “Estimated Closing Statement”) also shall set forth the amount of the Closing Date Indebtedness, if applicable. The Estimated Closing Statement shall be certified by the Seller and shall be accompanied by such supporting documentation as Parent shall reasonably request. The Company shall make its Representatives available to Parent during the two (2) business days referenced in the first sentence of subsection (a)(i) to respond to any questions or requests that Parent may have with respect to the Estimated Closing Statement. (iii) For purposes of this Agreement, the “Estimated Purchase Price” shall be a cash payment equal to the Base Amount, plus (i) the amount by which the Estimated Closing Date Net Working Capital exceeds the Closing Date Net Working Capital Target, if applicable, minus (ii) the amount by which the Closing Date Net Working Capital Target exceeds the Estimated Closing Date Net Working Capital, if applicable, minus (iii) the Closing Date Indebtedness, and minus (iv) the Estimated Transaction Expenses. (iv) At the Closing, Parent shall: (i) deliver shall pay to each holder of the Company’s Indebtedness set forth in the Payment ScheduleSeller, by wire transfer of immediately available funds into accounts designated in accordance with writing by the Seller not less than three (3) business days prior to the Closing Date, (i) the Estimated Purchase Price, minus (ii) the Escrow Amount (the “Adjusted Estimated Purchase Price”). (v) Subject to the receipt of customary payoff letters, to the extent the Company has not previously made such payment on or prior to the Closing, at the Closing, (i) Parent shall cause wire instructions set forth in transfers of immediately available funds to be made to an account designated by the applicable payoff letter delivered pursuant Bank Lender under the Loan Agreement at least two (2) Business Days prior to Section 7.3(i)(vi)the Closing Date, cash in an amount equal to the applicable payoff amount; total Indebtedness under the Loan Agreement, together with all other amounts then due and payable thereunder in connection with the termination thereof and (ii) deliver at the direction of the Seller, Parent shall cause wire transfers of immediately available funds to each Person be made to whom one or more accounts designated by the Sellers at least two (2) business days prior to the Closing Date in payment of the Transaction Expenses of that are reflected on the Company are owed, Estimated Closing Statement (including that may be due and owing to Lazard (as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(videfined hereinafter), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

Closing Payments. At the The Buyer shall pay at Closing, Parent shall: Forty-Six Million Eight Hundred Thousand Dollars (i$46,800,000) deliver to each holder of the Company’s Indebtedness Purchase Price as follows, and in accordance with the payment instructions for such payments as set forth in the Payment Schedule, by wire transfer in accordance with Closing Funds Flow Memo: (a) the wire instructions set forth in Company Expenses as listed on the applicable payoff letter delivered pursuant Company Expense/Indebtedness Certificate shall be paid to Section 7.3(i)(vi), cash in the Persons entitled thereto; (b) the Indebtedness of the Company as listed on the Company Expense/Indebtedness Certificate shall be paid to the Persons entitled thereto; (c) an amount equal to the applicable payoff aggregate gross amount payable to the Appreciation Rights Holders at Closing under the Appreciation Rights Closure Agreements, in connection with the cancellation of all Appreciation Rights held by the Appreciation Rights Holders, as indicated on the Closing Funds Flow Memo (such aggregate amount; , the “Appreciation Rights Closing Payment”) shall be paid to the Company (ii) deliver it being agreed that as soon as practicable thereafter, the Member Representative and Buyer shall cause the Company to pay to each Person to whom Transaction Expenses Appreciation Rights Holder an amount in accordance with each such Appreciation Rights Holder’s allocable share of the Company are owed, Appreciation Rights Closing Payment as set forth in the Payment ScheduleClosing Funds Flow Memo (for payments made to any Appreciation Rights Holder, by wire transfer in accordance with the wire instructions allocable share owed to such Appreciation Rights Holder shall be determined using the percentage set forth beside such Appreciation Rights Holder’s name in the applicable payoff letter delivered pursuant to Section 7.3(i)(vicolumn of the Allocation Schedule titled “Percentage”), cash in an amount equal less any amounts required to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund be withheld therefrom as contemplated by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollSection 2.6); and (vid) deliver an amount equal to Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000), less the Company’s payroll account by wire transfer sum of the amounts provided for in accordance with the wire instructions preceding clauses of this Section 2.3.2 (the “Sellers’ Closing Payment”) shall be paid to Sellers as set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundFunds Flow Memo.”

Closing Payments. At (a) Prior to the Closing, Parent shalland the Equityholders’ Representative shall enter into the Paying Agent Agreement with the Escrow Agent (in such capacity, the “Paying Agent”). Any funds deposited by Parent with the Paying Agent pursuant to the Paying Agent Agreement shall be held in a dedicated non-interest bearing account and used to satisfy the payments that Parent is required to make in accordance with the terms of this Article III. At or prior to the Closing, in respect of the Merger, Parent shall pay (or cause the Paying Agent to pay) by Wire Transfer: (i) deliver to each Stockholder who has delivered or delivers duly completed and validly executed Surrender Documentation at least one Business Day prior to the Closing Date, to the account set forth in such Stockholder’s duly completed and validly executed Surrender Documentation, an amount equal to such Stockholder’s allocable share of the Net Estimated Closing Payment Amount, as reflected in the Estimated Closing Statement (other than any amounts payable in respect of Vested Option Shares held by such Stockholder, as reflected on the Estimated Closing Statement, which amounts will be paid to the Company as described in Section 3.5(a)(ii)); (ii) to a segregated account of the Company designated in writing by the Company at least one Business Day prior to the Closing Date, by Wire Transfer, an amount equal to the aggregate Closing Option Payments (as reflected in the Holder Payment Schedule) of each holder of Vested Option Shares, which amount shall be allocated and paid to the Company’s Indebtedness set forth holders of Vested Option Shares in accordance with Section 3.3; (iii) to a segregated account designated by the Payment SchedulePaying Agent at least one Business Day prior to the Closing Date, solely for the benefit of the Stockholders that have not delivered duly completed and validly executed Surrender Documentation at least one Business Day prior to the Closing Date (such account, the “Unclaimed Account” and such Stockholders, “Late Stockholders”), by wire transfer Wire Transfer, an amount equal to the sum of the amounts of the Net Estimated Closing Payment Amount allocated and payable to each such Late Stockholder (other than any amounts payable in respect of Vested Option Shares held by such Late Stockholder, as reflected on the Estimated Closing Statement, which shall be paid by the Surviving Corporation, in accordance with the wire instructions set forth mechanics described in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi3.3 or in respect of Dissenting Shares), which deposit shall be used solely and exclusively for purposes of paying to each such Late Stockholder the consideration payable to such Late Stockholder as specified in Section 3.1(b). Such payment shall satisfy in full all payment obligations of the Surviving Corporation to any such Late Stockholders with respect to any shares of Common Stock held by such Late Stockholders, and thereafter such Late Stockholders shall only look to the Paying Agent for payment hereunder. Following the Closing, upon delivery by any Late Stockholder to Parent or the Surviving Corporation of duly completed and validly executed Surrender Documentation, (i) Parent or the Surviving Corporation shall promptly (and, in any event, not later than two Business Days after receipt of the duly completed and validly executed Surrender Documentation) notify the Paying Agent of such receipt and (ii) Parent or the Surviving Corporation shall promptly direct the Paying Agent to promptly (and, in any event, not later than five Business Days after such receipt) pay to such Late Stockholder cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses amount of the Company are owedNet Estimated Closing Payment Amount allocated and payable to such Late Stockholder, as set forth in the Payment ScheduleEstimated Closing Statement, which amounts shall be paid by wire transfer Wire Transfer in accordance with the wire instructions set forth provided by such Late Stockholder (except for any amounts allocated and payable in respect of Vested Option Shares held by such Late Stockholder, as reflected on the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)Estimated Closing Statement, cash in an amount equal to which shall be by the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer Surviving Corporation, in accordance with the wire instructions set forth mechanics described in Section 3.3). No interest will be paid or will accrue on the Escrow Agreementcash payable to any Holder pursuant to this Section 3.5(a)(iii) or Section 3.3; (iv) to the Escrow Agent, cash equal to the Adjustment Escrow Amount for deposit into the Adjustment Escrow Account and cash equal to the Indemnity Escrow Amount for deposit into the Indemnity Escrow Account. Any cash distributed to the Holders pursuant to the Escrow Agreement shall be deemed part of the Aggregate Merger Consideration; and (v) to a segregated account designated by the Equityholders’ Representative Reimbursement on behalf of the Holders at least two Business Days prior to the Closing Date (the “Equityholders’ Representative Expense Account”), the Equityholders’ Representative Expense Amount to be held and used by the Equityholders’ Representative in accordance with Section 11.17(f). Notwithstanding the Representative Reimbursement Fund by wire transfer foregoing, Parent may withhold a portion of the Estimated Closing Merger Consideration with respect to any Person that has executed an employment agreement that contains rollover or investment commitments from such employee, with the amount so withheld to be in accordance with the wire instructions terms of such employment agreement, including any condition that such person must be employed as of the Closing for such rollover or investment to be required. (b) At or prior to the Closing, in respect of the Merger, the Company shall pay (or cause to be paid) to the applicable third parties by Wire Transfer the amounts due and owing from the Company or any of its Subsidiaries to such third parties as Transaction Expenses, as set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Estimated Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundStatement.”

Closing Payments. At the ClosingClosing on the Closing Date, Parent shallupon the terms and subject to the conditions of this Agreement: (ia) deliver Parent shall make any payments required to each holder of the Company’s Indebtedness set forth be made by Parent in the Payment Schedule, by wire transfer in accordance connection with the wire instructions set forth in Parent Stockholder Redemption (the “Parent Stockholder Redemption Payments”); (b) the Company shall pay the Parent Class B Common Stock Purchase Price to Parent pursuant to the Parent Class B Common Stock Subscription Agreement; (c) Parent shall pay to the Company the Parent Subscribed Units Purchase Price pursuant to the Parent Subscribed Units Subscription Agreement; (d) the Company shall pay to the applicable Convertible Noteholders the applicable payoff letter delivered amounts in respect of the Convertible Notes held by such Convertible Noteholders pursuant to Section 7.3(i)(vi)the payoff elections in respect thereof; (e) if, cash in an amount equal and to the extent, applicable, the Company shall pay to the applicable payoff amountCash Electing ILPs the repurchase amounts in respect of the limited partnership interests of the Company being repurchased from such Cash Electing ILPs pursuant to the repurchase elections in respect thereof (in each case net of applicable withholding Taxes, which Taxes will be timely paid to the relevant Governmental Entity); (iif) deliver if, and to each Person the extent, applicable, the Company shall pay to whom Transaction Expenses the applicable Cash Electing Legacy Partners the repurchase amounts in respect of the limited partnership interests of the Company are owedand the capital stock of Parent (following receipt by such Cash Electing Legacy Partners of such securities upon redemption of such Cash Electing Legacy Partners’ corresponding limited partnership interests of Professionals) being repurchased from such Cash Electing Legacy Partners pursuant to the repurchase elections in respect thereof (in each case net of applicable withholding Taxes, which Taxes will be timely paid to the relevant Governmental Entity); (g) the Company shall pay to the agent under the Existing Credit Agreement or any refinancing thereof, as applicable, the outstanding principal amount of indebtedness under the Existing Credit Agreement or any refinancing thereof, as applicable, (together with accrued interest thereon) as of the Closing Date; and (h) the Company shall (on its own behalf, or on behalf of Parent, as applicable) pay, or, cause to be paid, all Estimated Transaction Costs to the applicable payees as set forth in the Payment ScheduleFunds Flow Memorandum; provided, by wire transfer in accordance with that the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, Estimated Transaction Costs may be paid promptly after the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid Date as necessary or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundappropriate.”

Closing Payments. At the Closing, Parent shallBuyer will: (ia) deliver pay and discharge (or cause to each holder be paid and discharged), on behalf of the Company’s Indebtedness set forth in the Payment ScheduleAcquired Companies, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom all Company Transaction Expenses of not already paid by the Company are owedCompany, as set forth in the Payment ScheduleEstimated Aggregate Cash Consideration Calculation Statement, by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (b) deposit with the Escrow Agent (i) 1,746,342 J2 Ordinary Shares (the “ESOP Escrow Shares”) into an account (the “Indemnity Escrow Account”) for such ESOP Escrow Shares and (ii) $1,700,000 in cash (the “Adjustment Escrow Amount”) into an account (the “Adjustment Escrow Account”) for such Adjustment Escrow Amount, pursuant to the terms of an escrow agreement to be entered into by the ESOP Trustee and Buyer, substantially in the form of Exhibit F (the “Escrow Agreement”), to be used pursuant to the terms of this Agreement. (c) deposit the amount of two hundred fifty thousand dollars ($250,000) (the “Shareholder Representative Expense Amount”) into an account designated by the Shareholder Representative (the “Shareholder Representative Expense Fund”) by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (d) issue, or cause the issuance of, the Aggregate Share Consideration, less the ESOP Escrow Shares, to the applicable Shareholders as specified on the Closing Date Exhibit C; (e) pay or cause to be paid to the Option Holders, through the payroll system of the Company, the aggregate amount payable to the Option Holders with respect to the Company Options in accordance with the wire instructions set forth in Closing Date Exhibit C; and (f) pay or cause to be paid the applicable payoff letter delivered Estimated Aggregate Cash Consideration (less the Option Exercise Amount, the Closing Leakage Amount, the aggregate amount paid to Option Holders under Section 2.5(e), the Estimated Company Transaction Expenses allocable to the Shareholders (it being understood that such amount, when combined with the Estimated Company Transaction Expenses allocated to the Option Holders pursuant to Section 7.3(i)(vi2.4, shall equal one hundred percent (100%) of the Estimated Company Transaction Expenses), cash the Shareholder Representative Expense Amount and, with respect to the ESOP, the Adjustment Escrow Amount) to Acquiom Financial LLC, in its capacity as payments administrator (the “Paying Agent”), by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions. Immediately following receipt of such funds and all documents reasonably required by the Paying Agent, the Paying Agent shall pay to each Shareholder, pursuant to instructions received by the Paying Agent from each Shareholder, an amount equal to (i) its Shareholder Closing Cash Consideration, minus (ii) that Shareholder’s Closing Leakage Portion, if any, as specified on the applicable payoff amount; Closing Date Exhibit C, minus (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver respect to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent AgreementESOP, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundAdjustment Escrow Amount.”

Closing Payments. At the Closing, Parent shall: (ia) Buyer shall deliver or cause to each holder of be delivered to Seller an aggregate amount in cash equal to the Company’s Indebtedness set forth in Estimated Purchase Price (less the Payment ScheduleAdjustment Escrow Deposit Amount), by wire transfer of immediately available funds to the account or accounts designated in accordance with writing by Seller at least two (2) Business Days prior to the Closing Date. (b) Buyer shall deliver or cause to be delivered, by wire instructions transfer of immediately available funds an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), by and among Buyer, Seller and the Escrow Agent. (c) Buyer shall deliver or cause to be delivered, to the intended beneficiaries thereof (as identified in the Payoff Letters, if applicable, or as otherwise identified in writing by Seller to Buyer at least two (2) Business Days prior to Closing), by wire transfer of immediately available funds to the account designated in writing by Seller at least two (2) Business Days prior to Closing, (i) amounts due and owing pursuant to the Credit Facility (as set forth in the applicable payoff letter Payoff Letter), (ii) the Company Expenses set forth in final invoices with respect thereto delivered to Buyer at least two (2) Business Days prior to Closing and (iii) any Liabilities included in the computation of Estimated Closing Indebtedness which by their terms or pursuant to Section 7.3(i)(vi)this Agreement are required to be paid at the Closing; provided, cash in an amount equal that any such Company Expenses or such other Liabilities that constitute compensatory payments to employees or other individual service providers of the Company Entities shall be paid by Buyer to the applicable payoff amount; (ii) deliver Company Entity for further distribution to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid such employees or other individual service providers through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion systems of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of such Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundEntity.”

Closing Payments. At the Closing, Parent shallBuyer shall pay, or shall cause to be paid, in cash by wire transfer of immediately available funds, as follows: (i) deliver to the Escrow Agent, (x) the Adjustment Escrow Amount to be deposited by the Escrow Agent into the Adjustment Escrow Account and (y) the Post-Closing Escrow Amount to be deposited by the Escrow Agent into the Post-Closing Escrow Account, in each holder of the Company’s Indebtedness set forth in the Payment Schedulecase, by wire transfer to be held and disbursed in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses terms of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in this Agreement and the Escrow Agreement; (ivii) deposit to Seller, the Representative Reimbursement Estimated Closing Consideration set forth on the Preliminary Closing Statement minus the Adjustment Escrow Amount in minus the Representative Reimbursement Fund Post-Closing Escrow Amount, minus the Closing Company Incentive Equity Consideration; (iii) to the Company, for the benefit of the Company Award Holders, an amount equal to the Closing Company Incentive Equity Consideration to be paid by wire transfer the Company to each Company Award Holder in accordance with the wire instructions set forth in the Escrow Agreement; (vSection 2.4(a)(i) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrolland Section 2.4(c)(i)(A); and (viiv) deliver (A) the entire amount of all Repaid Indebtedness as set forth on executed payoff letters from the agent under the Credit Facility (the “Credit Facility Payoff Amount”) and other applicable lenders of Repaid Indebtedness pursuant to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth therein, and (B) the Seller Expenses in the Payment Scheduleamounts set forth in the calculation of the Estimated Closing Consideration delivered hereunder (to the extent such Seller Expenses are due and payable at the time of the Closing) pursuant to wire instructions provided to Buyer by the Company prior to the Closing. Promptly, after the Closing, the portion Buyer shall pay or cause to be paid, any remaining Seller Expenses, in cash by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Merger Consideration that represents Date, Seller shall provide Buyer with a flow of funds setting forth the aggregate Closing Options Payout Amount payable amounts to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited Section 2.2(b) along with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundwire instructions therefor.”

Closing Payments. At the Closing, Parent shallshall pay, or shall cause to be paid, in cash by wire transfer of immediately available funds: (ia) deliver to each holder of the Company’s Indebtedness amounts set forth in the Payment Schedule, by wire transfer in accordance with Payoff Letters delivered pursuant to Section 4.1(b) to the wire instructions accounts of the applicable lenders or other parties as set forth in the Payoff Letters; (b) an aggregate amount equal to the product of (i) the Common Stock (other than the Dissenting Shares and the Excluded Shares) held by an applicable payoff letter Stockholder and (ii) the Per Share Equity Consideration, to each Stockholder who shall have delivered pursuant to Section 7.3(i)(vi)the Company prior to the Closing Date such Stockholder’s LOT Documents; (c) the aggregate amount of Transaction Expenses, cash to one or more accounts as provided by the Company in the Estimated Closing Statement; (d) (i) an amount equal to the applicable payoff amount; Adjustment Escrow Amount to the Escrow Agent, to be held in an escrow account with the Escrow Agent (the “Adjustment Escrow Account”) for the purpose of funding the Closing Overpayment Amount, if any, pursuant to Section 3.5(d), (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; Indemnity Escrow Amount to the Escrow Agent, to be held in an escrow account with the Escrow Agent (the “Indemnity Escrow Account”), and (iii) deposit an amount equal to the Special Indemnity Escrow Amount to the Escrow Amount Agent, to be held in an escrow account with the Escrow Fund by wire transfer in accordance Agent (the “Special Indemnity Escrow Account” and together with the wire instructions set forth Adjustment Escrow Account and the Indemnity Escrow Account, the “Escrow Accounts”) for the purpose of funding the indemnification obligations, if any, pursuant to Article XI, which Escrow Amount shall be held in escrow and disbursed pursuant to the terms and conditions of this Agreement and the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vie) deliver an amount equal to the Company’s payroll account Seller Representative Expense Amount to be held and used by wire transfer the Seller Representative in accordance with Section 13.16(f), to an account designated by the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundSeller Representative.”

Closing Payments. At the Closing, Parent shallshall pay or cause to be paid (by an exchange agent reasonably acceptable to the Company, if Parent so elects at Parent’s sole cost and expenses), or shall deposit or cause to be deposited, as the case may be, the following amounts by wire transfer of immediately available funds pursuant to wire transfer instructions confirmed by the applicable payment recipient in writing, or other applicable payment methods as may be authorized by any particular Securityholder pursuant to a Letter of Transmittal, Option Cancellation Agreement and/or Warrant Cancellation Agreement, as applicable, as follows: (i) deliver to each holder lender (if any) under Company Debt, to an account designated by such lender in writing, the amount of Debt specified in such lender’s Pay Off Letter (collectively, the sum of such Debt amounts for all such payees being hereinafter referred to as the “Debt Pay-Off Amount”); (ii) the Escrow Amount plus the Working Capital Escrow Amount with the Escrow Agent; (iii) all Company Transaction Costs that remain outstanding as of the Company’s Indebtedness set forth in Closing Date to such account or accounts as are designated by the Payment Schedule, by wire transfer Company in accordance with Section 5.14 (collectively, the wire instructions set forth sum of such payments for all payees of Company Transaction Costs being hereinafter referred to as the “Paid Company Transaction Costs”); (iv) such account as is designated by the Representative in writing, the Representative Holdback; (v) to each Stockholder that delivers a completed and duly executed Letter of Transmittal and all applicable payoff letter delivered pursuant Certificates for cancellation (or an affidavit of loss and indemnity agreement as contemplated by the Letter of Transmittal and who complies with the requirement of such affidavit of loss and indemnity agreement) to Section 7.3(i)(vi)Parent or its exchange agent on or prior to the Closing Date, cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses Stockholder’s Applicable Percentage of the Closing Merger Consideration. Notwithstanding anything to the contrary in this Agreement, with respect to any payments due to a Stockholder as a result of the net exercise and cancellation at the Effective Time of any Non-Company Warrants held (but not issued) by such Stockholder, such amounts (including, without limitation, any amounts which are owedpayable by the Representative or the Escrow Agent hereunder) shall be remitted to and processed by the Surviving Corporation or its agent, and paid to such Stockholder in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its agent shall pay, or cause to be paid, to such Stockholder any amounts received from the Payment Schedule, by wire transfer in accordance with Representative or the wire instructions set forth in the applicable payoff letter delivered Escrow Agent pursuant to Section 7.3(i)(vi)the preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts. (vi) through the Company’s payroll system (or, cash in at the option of Parent for any particular Optionholder, through Parent’s exchange agent) to each Optionholder that delivers a completed and duly executed Option Cancellation Agreement, an amount equal to (I) the applicable payoff amount; excess of (iiix) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Companysuch Optionholder’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion Applicable Percentage of the Closing Merger Consideration that represents over (y) the aggregate Closing exercise price for all outstanding vested Options Payout Amount held by such Optionholder and (II) the amounts, if any, that may become payable in respect of such Options in the future pursuant to Section 2.12 and/or Section 2.13. Notwithstanding anything to the holder contrary in this Agreement, with respect to any payments which become due in respect of Company OptionsOptions from and after the Closing, such amounts (including, without limitation, any amounts which will be paid through are payable by the Company’s payroll. No interest Representative or the Escrow Agent hereunder) shall be remitted to and processed by the Surviving Corporation or its payroll agent, and paid to the respective Optionholders in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its payroll agent shall accrue on pay, or cause to be paid, to Optionholders any cash payable to Company Securityholders amounts received from the Representative or the Escrow Agent pursuant to the provisions preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts. Confidential Portions of this Article II. Any cash deposited Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (vii) to each Warrantholder that delivers a completed and duly executed Warrant Cancellation Agreement an amount equal to (I) the excess of (x) such Warrantholder’s Applicable Percentage of the Closing Merger Consideration over (y) the aggregate exercise price for all outstanding Warrants held by such Warrantholder and (II) the amounts, if any, that may become payable in respect of such Warrants in the future pursuant to Section 2.12 and/or Section 2.13. Notwithstanding anything to the contrary in this Agreement, with respect to any payments which become due in respect of Warrants from and after the Closing, such amounts (including, without limitation, any amounts which are payable by the Representative or the Escrow Agent hereunder) shall hereinafter be referred remitted to and processed by the Surviving Corporation or its agent, and paid to the respective Warrantholders in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its agent shall pay, or cause to be paid, to Warrantholders any amounts received from the “Exchange FundRepresentative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts.”

Closing Payments. At Subject to the Closingterms and conditions set forth in this Agreement, Parent shallthe Closing Date Purchase Price shall be payable at the Closing by Buyer to or for the benefit of the Company as follows: (a) Buyer will pay or cause to be paid to (i) deliver to each holder the holders of Indebtedness of the Company’s Indebtedness set forth in , on behalf of the Payment ScheduleCompany, by wire transfer in accordance with the pay-off letters delivered in accordance with Section 7.5, the aggregate amount of such Indebtedness, payable to such Persons by wire instructions set forth transfer of immediately available funds in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; accordance with such pay-off or pay-down letters; (ii) deliver to each Person to whom Transaction Expenses Summit Subordinated Debt Fund III-A, L.P., a Delaware limited partnership, Summit Subordinated Debt Fund III-B, L.P., a Delaware limited partnership, and Summit Investors VI, L.P., a Delaware limited partnership (the “Second Lien Lenders”), on behalf of the Company are owedCompany, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in consent attached hereto as Exhibit E (the applicable payoff letter delivered pursuant to Section 7.3(i)(vi“Lender Consent”), cash in an the aggregate amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer of Indebtedness calculated in accordance with the wire instructions set forth in the Escrow Agreement; Lender Consent; and (iviii) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer for any holders of Specified Remaining Indebtedness, such amounts in accordance with the wire instructions set forth Specified Remaining Indebtedness Instructions. (b) Buyer will pay, or cause to be paid, the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement; (v, the “Escrow Fund”) deliver to the Exchange Escrow Agent by wire transfer of immediately available funds to accounts designated by the Escrow Agent at least two (2) days prior to the Closing to be held for the purpose of securing a purchase price adjustment under Section 2.6(e) and the indemnification obligations of Seller Parties set forth in Article 10. (c) Buyer will pay or cause to be paid to the payees of Transaction Expenses, on behalf of the Company, the aggregate amount of such Transaction Expenses payable to payees by wire transfer of immediately available funds in accordance with instructions delivered to Buyer by the wire instructions set forth in Seller Parties at least two (2) days prior to the Exchange Agent Agreement, Closing. (d) Buyer will pay or cause to be paid to the Company the Closing Merger Consideration (Date Purchase Price, less the portion thereof that represents amount of any Indebtedness paid by Buyer pursuant to Section 2.5(a), less the aggregate Escrow Amount, less the amount of any Transaction Expenses paid by Buyer pursuant to Section 2.5(c), such net amount (the “Closing Options Payout Amount payable Cash Payment”) to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer of immediately available funds in accordance with instructions delivered to Buyer by the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable Seller Parties at least two (2) days prior to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundClosing.”

Closing Payments. At the Closing, Parent shallBuyer shall make, or cause to be made, the following payments, by wire transfer of immediately available funds: (i) deliver With respect to each holder the Shareholders and Non-Employee Company Option Holders and holders of Company Warrants that are being net exercised in connection with the Closing, to the Paying Agent, a cash amount equal to the portion of the Company’s Indebtedness Initial Merger Consideration payable to such Equity Holders in each case, as set forth in on the Payment Allocation Schedule, which amount shall constitute the initial Payment Fund and shall be disbursed to the Shareholders and Non-Employee Company Option Holders by wire transfer the Paying Agent in accordance with the wire instructions payment procedures set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount;2.5 below. (ii) deliver With respect to each Person Employee Company Option Holders and Company Restricted Stock Unit Holders, to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollpayroll systems, a cash amount equal to the portion of the Initial Merger Consideration payable to such Equity Holders, in each case, as set forth on the Allocation Schedule); and. Such amount shall be disbursed, after the deduction of applicable Tax withholdings and payroll charges associated with such payment (other than any employer related taxes) associated with such disbursements (which shall be remitted to the applicable authorities), to Employee Company Option Holders and Company Restricted Stock Unit Holders by the Company in accordance with the payment procedures set forth in Section 2.5 below. (iii) To the Escrow Agent, the Escrow Amount. (iv) To the Shareholders’ Representative for the benefit of the Equity Holders, to such account as will be specified in writing by the Shareholders’ Representative, the Reserve Amount, which amount will be held in a separate account established by the Shareholders’ Representative (the “Reserve Account”) and used solely for the purpose of paying the Shareholders’ Representative’s expenses. (v) To the applicable creditor(s) of the Company identified on the Indebtedness Certificate, the amount(s) of Closing Indebtedness owed to such creditor(s), pursuant to wire instructions set forth on the Indebtedness Certificate. (vi) deliver To the applicable payees set forth on the Transaction Costs Certificate, the amount of the Transaction Costs owed by the Company to such parties, pursuant to wire instructions set forth on the Transaction Costs Certificate; provided, however that the amount of any change of control, golden parachute, bonus, severance or similar payments made or to be made by the Company (or its Subsidiaries) to the applicable employees or former employees of the Company (or its Subsidiaries) arising in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, amounts payable under the Change of Control Bonus Plan) not otherwise paid by the Company prior to the Closing Date shall be paid by the Company through the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of systems on the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable Date but prior to the holder Closing, after the deduction of Company Options, applicable Tax withholdings and payroll charges associated with such payments (other than any employer related taxes) associated with such payments (which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant remitted to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundapplicable authorities).”

Closing Payments. At the Closing, Parent shallwill: (ia) deliver pay or cause to each holder of be paid the Company’s Funded Indebtedness to the applicable recipients and designated accounts set forth in on the Payment Schedule, by wire transfer in accordance Spreadsheet; (b) deposit or cause to be deposited with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in Paying Agent an amount equal to the applicable payoff amountEstimated Total Merger Consideration; (iic) deliver deposit or cause to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance be deposited into segregated accounts with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in Escrow Agent (i) an amount equal to the applicable payoff amount; Adjustment Escrow Amount (the account into which the Adjustment Escrow Amount is deposited, the “Adjustment Escrow Account”), (ii) an amount equal to the Indemnity Escrow Amount (the account into which the Indemnity Escrow Amount is deposited, the “Indemnity Escrow Account”) and (iii) deposit an amount equal to the Escrow Amount in the Escrow Fund by wire transfer Expense Fund, each account to be administered and distributed in accordance with the wire instructions set forth terms of the applicable Escrow Agreement and this Agreement (for avoidance of doubt, the Expense Fund is for the sole benefit of the Securityholders in accordance with Section 8.16, and neither Parent, the Surviving Corporation nor any of their respective Affiliates will have or assert any interest in or rights to the Expense Fund). Each of Parent and the Securityholders’ Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the funds from the Adjustment Escrow Account and Indemnity Escrow Account, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vid) deliver pay or cause to be paid the Estimated Closing Date Company Transaction Expenses to the Company’s payroll account by wire transfer in accordance with the wire instructions applicable recipients and designated accounts set forth in on the Payment ScheduleSpreadsheet, except for the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, Option Cancellation Payments which will be withheld by Parent and paid through the Company’s payroll. No interest shall to or caused to be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions Company Optionholders on the Closing Date net of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundapplicable Tax withholding and deduction).”

Closing Payments. At the Closing, Parent shall:the Purchaser shall pay (or cause to be paid) the Estimated Transaction Consideration as follows (the “Closing Payments”): (i) deliver to each holder of 2.4.1 the Company’s Indebtedness set forth in the Payment Schedule, Escrow Amount deposited by wire transfer in accordance with of immediately available funds into the wire instructions set forth in the applicable payoff letter delivered Escrow Account established pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses terms of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit 2.4.2 the Representative Reimbursement Working Capital Escrow Amount in the Representative Reimbursement Fund deposited by wire transfer in accordance with of immediately available funds into the wire instructions set forth in Working Capital Escrow Account established pursuant to the terms of the Escrow Agreement; (v) deliver to 2.4.3 the Exchange Agent Sellers’ Representative Holdback Amount deposited by wire transfer of immediately available funds into an account or accounts designated by the Sellers’ Representative prior to Closing; 2.4.4 the aggregate dollar amount to satisfy any and all Payoff Indebtedness (the “Closing Indebtedness Payments”) to the applicable lenders identified in, and in accordance with, the Indebtedness Payoff Schedule; 2.4.5 the aggregate dollar amount to satisfy any Selling Expenses (other than the Estimated Taiwan STT) that remain unpaid at Closing to the Persons entitled thereto in accordance with the wire instructions Selling Expenses Payoff Instructions; 2.4.6 to the Taiwan Tax Authority, the applicable Estimated Taiwan STT respect to the sale and purchase of LTCO; and 2.4.7 the balance of the Estimated Transaction Consideration less the Rollover Amount (the right to which is hereby irrevocably transferred and assigned by the Rollover Sellers to Purchaser or one of its Subsidiaries to subscribe for equity interests in the Purchaser Designee pursuant to the LLC Agreement), after taking into account the payments set forth in the Exchange Agent AgreementSection 2.4.1 through Section 2.4.6, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer Sellers in such amounts in accordance with the Allocation Certificate in cash by wire instructions set forth transfer of immediately available funds and to an account designated in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable writing to the holder of Company Options, which will be paid through Purchaser by the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant Sellers at least three (3) Business Days prior to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundClosing.”

Closing Payments. At Subject to the Closingterms and conditions of this Agreement, Parent shallat the Closing (except with respect to subsection (ii)), Buyer shall make, or cause to be made, the following payments, by wire transfer of immediately available funds: (i) deliver With respect to the Stockholders and Non-Employee Company Option Holders, (A) to the Paying Agent, a cash amount equal to the Cash Consideration, and (B) a number of shares of Buyer Stock (rounded down to the nearest whole number) equal to the Stock Consideration, in each holder of the Company’s Indebtedness case, as set forth in on the Payment Allocation Schedule, which amount shall constitute the initial Payment Fund and shall be disbursed to the Stockholders and Non-Employee Company Option Holders by wire transfer the Paying Agent in accordance with the wire instructions payment procedures set forth in Section 2.5 below. (ii) With respect to Employee Company Option Holders, and through the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)Company’s payroll systems and with a special and separate payroll processing run which shall occur promptly following Closing, a cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses Cash Consideration and a number of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount shares of Buyer Stock equal to the Stock Consideration (the “Closing Stock Consideration”) payable to such Employee Company Option Holder to the extent such Employee Company Option Holder executed an Option Cancellation Agreement and as provided in Section 2.5(c)(ii) (as reflected on the Allocation Schedule), as reduced to fulfill the applicable payoff amount;Tax withholdings and payroll charges associated with such payments. (iii) deposit To the Escrow Amount Stockholders’ Representative for the benefit of the Equity Holders, to such account as will be specified in writing by the Escrow Fund Stockholders’ Representative, the Reserve Amount, which amount will be held in a separate account established by wire transfer in accordance with the wire instructions set forth in Stockholders’ Representative (the Escrow Agreement;“Reserve Account”) and used solely for the purpose of paying the Stockholders’ Representative’s fee and expenses. (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in To the Escrow Agreement;Agent, the Indemnification Escrow Amount and the Adjustment Escrow Amount. (v) deliver to To the Exchange Agent by wire transfer in accordance R&W Insurer, all costs of the R&W Insurance Policy (including the premium thereof and any diligence, underwriting or similar fees associated with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollissuance thereof); and. (vi) deliver To the applicable creditor(s) of the Company (or its Subsidiaries) identified on the Indebtedness Certificate, the amount(s) of Closing Indebtedness owed to the Company’s payroll account by such creditor(s), pursuant to wire transfer in accordance with the wire instructions or other payment instructions set forth in on the Payment ScheduleIndebtedness Certificate. (vii) To the applicable payees set forth on the Transaction Costs Certificate, the portion amount of the Closing Merger Consideration that represents Transaction Costs owed by the aggregate Closing Options Payout Amount payable Company (or its Subsidiaries) to the holder of Company Optionssuch parties, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to wire or other payment instructions set forth on the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundTransaction Costs Certificate.”

Closing Payments. At the Closing, Parent shallthe Purchaser shall pay (or cause to be paid), from the Estimated Cash Consideration, the following payments: (i) deliver to each holder of 2.7.1 the Company’s Indebtedness set forth in the Payment Schedule, Indemnity Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; 2.7.2 the aggregate dollar amount to satisfy any Closing Indebtedness (the “Closing Indebtedness Payments”) to the applicable lenders identified in, and in accordance with with, the wire instructions set forth in pay-off letters provided by the applicable payoff letter delivered pursuant Seller Parties to Section 7.3(i)(vi)the Purchaser at least three (3) Business Days prior to the Closing; provided, however that, for any such Indebtedness that constitutes compensation to Employees which Tax and other similar withholding is required, the Purchaser will pay, from the Estimated Cash Consideration, cash in an amount equal to such Indebtedness to the applicable payoff amount; Sellers, which will in turn (iii) deliver to each Person to whom Transaction Expenses of the Company are owedprocess through Computex’s payroll, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the Computex’s customary payroll practices, a portion of such Indebtedness, less any applicable payoff letter delivered pursuant Taxes required to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; be withheld (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable amount of Taxes required to be withheld by the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver Sellers with respect to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be such Indebtedness is referred to as the “Exchange FundIndebtedness Withholding Amounts”), (ii) pay the Indebtedness Withholding Amounts to the proper Governmental Authority and (iii) pay the employer portion of any employment, payroll, social security, unemployment or withholding Taxes related to such Indebtedness to the proper Governmental Authority; 2.7.3 the aggregate dollar amount to satisfy any Closing Selling Expenses (the “Closing Selling Expenses Payments”) to the Persons entitled thereto in accordance with invoices from such Persons provided by the Seller Parties to the Purchaser at least three (3) Business Days prior to the Closing; and 2.7.4 to the applicable Sellers, an aggregate amount equal to the Estimated Cash Consideration less the Indemnity Escrow Amount, in readily available monies by wire transfer of immediately available funds, to an account or accounts designated in writing to the Purchaser by the Sellers, as provided in the Closing Certificate. Payments made to the Sellers or any payee pursuant to this Section 2.7, including, in respect of any Indebtedness to be paid at the Closing or any Closing Selling Expenses, in each case, in accordance with the wiring instructions and the amounts delivered by the Seller Parties in the Closing Certificate, shall be deemed to satisfy all obligations of the Purchaser to make any part of such payment to the Sellers or any payee in respect of any Indebtedness to be paid at the Closing or any Closing Selling Expenses.”

Closing Payments. (a) At the Closing, Parent shallClosing and effective as of immediately prior to the Effective Time: (i) deliver to each holder of Seller shall, or shall cause the Company’s Indebtedness applicable Business Entities to, in a manner set forth in the Payment ScheduleLPT Trust Agreements, by wire transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the wire instructions Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to (A) the Initial Reinsurance Premium (LPT) as reflected in the Estimated Closing Statement, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 of the LPT Reinsurance Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by ▇▇▇▇▇ in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by ▇▇▇▇▇ in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing Statement. (b) For the avoidance of doubt, notwithstanding the netting of the Purchase Price from the Initial Reinsurance Premium (LPT), which the parties agree is to be effected for the sake of operational efficiency and ease of Closing funds flow only, there is no ceding commission paid with respect to the LPT Reinsurance Agreement. (c) Buyer may direct, upon written notice to Seller delivered as promptly as practicable after ▇▇▇▇▇’s receipt of the Estimated Closing Statement and in any event at least three (3) Business Days prior to the Closing Date, that Seller allocate the Transferred Investment Assets to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPT)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets to be transferred to any Trust Account shall be transferred in the manner set forth in the applicable payoff letter delivered pursuant Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to Section 7.3(i)(viclauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), cash including reasonable attorneys’ fees, in an amount equal connection with the transfers of assets to the applicable payoff amount; LPT Trust Accounts, New Business Trust Account or the Reinsurers (iiincluding any re-registrations or re-titling thereof) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, contemplated by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii2.3(a) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable borne by the party required to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundmake such transfer.”

Closing Payments. At Buyer shall make the Closing, Parent shallfollowing payments by wire transfer of immediately available funds at the following times: (i) deliver at the Closing, pay the Estimated Unpaid Seller Expenses (if any) to each holder applicable third party payee to whom Estimated Unpaid Seller Expenses will be owing as of the Company’s Indebtedness set forth in the Payment ScheduleClosing, by wire transfer in accordance with the wire instructions set forth in the applicable terms of a payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amountfrom each such third party payee; (ii) deliver at the Closing, pay the Estimated Closing Indebtedness (if any) to each Person applicable creditor to whom Transaction Expenses Estimated Closing Indebtedness will be owing as of the Company are owedClosing, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth terms of a payoff letter from each such creditor (provided that Estimated Closing Indebtedness that is in the applicable payoff letter delivered pursuant to Section 7.3(i)(viform of accounts payable, trade payables or customer deposit balances shall not be paid at the Closing), cash in an amount equal to the applicable payoff amount; (iii) deposit at the Escrow Closing, transfer the Seller Representative Amount to the Payment Agent, pursuant to the terms of the Payment Agent Agreement, for further distribution to the Seller Representative; (iv) at the Closing, transfer to the Payment Agent an amount (in cash) equal to the Escrow Fund cash portion of the Total Optionholder Closing Amount, less (A) any cash amounts owed to any Non-Israeli Optionholders who are not employees of the Company or any of its Subsidiaries as of the date hereof (as set forth in Section 1.4(f)(v)) and (B) any amounts described in Section 1.4(f)(vi), which amount shall be transferred by wire the Payment Agent to the Company, pursuant to the terms of the Payment Agent Agreement, for payment to all Non-Israeli Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof on the first practicable date it can be processed through payroll following the Closing, in accordance with Section 1.5(b) and the Proceeds Allocation Schedule; (v) at the Closing, transfer to the Payment Agent, pursuant to the Payment Agent Agreement, an amount (in cash) equal to the cash portion of the Total Optionholder Closing Amount owing to each Non-Israeli Optionholder that is not an employee of the Company or any of its Subsidiaries, in accordance with Section 1.5(b) and the Proceeds Allocation Schedule; (vi) at the Closing, transfer to the Payment Agent, in accordance with the wire instructions set forth Payment Agent Agreement, any consideration described in Section 1.5(b) with respect to Company 102 Shares and Company 102 Options held by the 102 Trustee, and with respect to payment to Israeli Optionholders that do not hold Company 102 Securities, to be paid to the 102 Trustee and held and released by the 102 Trustee in accordance with the Company’s agreement with the 102 Trustee, applicable Law (including the provisions of Section 102 of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including, where applicable, the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company, prior to Closing, or by Buyer or the Company after Closing with the consent of the Seller Representative); (vii) at the Closing, transfer the IIA Holdback Amount and the WSP Holdback Amount to the Escrow Agent, in accordance with the Escrow Agreement; (ivviii) deposit at the Representative Reimbursement Amount Closing, transfer to the Payment Agent, pursuant to the terms of the Payment Agent Agreement, an amount (in cash) equal to the Representative Reimbursement Fund by wire transfer cash portion of the Total Warrantholder Closing Amount, in accordance with Section 1.6(b) and the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll)Proceeds Allocation Schedule; and (viix) deliver to at the Company’s payroll account by wire transfer in accordance with Closing, pay (A) the wire instructions Estimated Closing Purchase Price (less the amounts set forth in clauses (i) – (viii) above) and (B) the non-cash portion of each of the Total Optionholder Closing Amount and the Total Warrantholder Closing Amount, in each case, by transfer of such amounts to the Payment ScheduleAgent, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of the Payment Agent Agreement. Buyer shall cause the Payment Agent to deliver to each: (x) Seller for each Company Share sold by such Seller consideration equal to the amount in cash and Buyer Common Stock as set forth opposite such Seller’s name in the Proceeds Allocation Schedule, in each case, less (A) applicable Tax withholding with respect to such Seller (to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Article II. Any cash deposited with Agreement as having been paid to the Exchange Agent shall hereinafter be referred such Seller) and (B) such Seller’s respective portion, in cash, of the Seller Representative Amount (such amount transferred to as the Payment Agent, the “Exchange Closing Payment Fund”); provided, however, that any such amounts payable in consideration for Company 102 Securities shall be paid as set forth in Section 1.4(f)(vi); and (y) Optionholder and Warrantholder the amount of Buyer Common Stock as set forth opposite such Optionholder’s or Warrantholder’s name in the Proceeds Allocation Schedule. For purposes of this Agreement and for the avoidance of doubt, the parties hereto acknowledge and agree that the Seller Representative Amount shall be treated as having been paid to the Equityholders at the Closing for all applicable Tax purposes.”

Closing Payments. At the Closing, Parent shall: (i) deliver to each holder of the Company’s Indebtedness set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (iii) deliver to each Person to whom Change in Control Payments are owed on or promptly following the Closing (provided, however, that Parent shall have the option to make any payment to a Person to whom a Change in Control Payment is owed to a Company payroll account for further distribution to such Person in order to effect any Tax withholdings required by law), as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (iv) deliver to each Person to whom a Carve Out Plan Payment is owed on or promptly following the Closing (provided, however, that Parent shall have the option to make any payment to a Person to whom a Carve Out Plan Payment is owed to a Company payroll account for further distribution to such Person in order to effect any Tax withholdings required by law), as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (v) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Paying Agent and Escrow Agreement; (ivvi) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Paying Agent and Escrow Agreement; (vvii) deliver to the Exchange Paying Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Paying Agent and Escrow Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollConsideration. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Paying Agent shall hereinafter be referred to as the “Exchange Fund.”

Closing Payments. At the Closing, Parent shallthe following deposits and payments shall be made: (i) deliver Buyer or Merger Sub shall deposit or shall cause to each holder of the Company’s Indebtedness set forth be deposited in the Payment ScheduleFund, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)of immediately available funds, cash in an amount equal to the applicable payoff amount;Closing Date Net Stockholder Payment. (ii) deliver Buyer or Merger Sub shall pay, or cause to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedulebe paid, by wire transfer of immediately available funds, to each of the lenders of the Other Indebtedness the Payoff Amount. (iii) Buyer or Merger Sub shall pay, or cause the Company, Intermediate LLC and TCI, as the case may be, to pay, by wire transfer of immediately available funds, to each Applicable Trustee such amount, as confirmed by such Applicable Trustee, necessary to satisfy and discharge the Indenture Indebtedness under such Indenture pursuant to the provisions of the relevant Indenture (collectively for all such Indentures, the "Indenture Satisfaction and Discharge Amount"). (iv) Buyer or Merger Sub shall deposit, or cause to be deposited with the Escrow Agent, pursuant to an escrow agreement to be executed at the Closing, substantially in the form annexed hereto as Exhibit C (the "Escrow Agreement"), the following amounts: (A) ten million dollars ($10,000,000) (such amount, as it may be adjusted in accordance with this Agreement and the wire instructions set forth Escrow Agreement, the "Indemnity Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy claims for Losses with respect to which either or both of Buyer and the Surviving Corporation is entitled to indemnification under Article XI (the "Indemnity Escrow Account"); and (B) five million dollars ($5,000,000) (the "Purchase Price Adjustment Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy any reduction in the applicable payoff letter delivered Subsequent Merger Consideration as a result of any adjustment thereto pursuant to the provisions of Section 7.3(i)(vi3.5(e) (the "Purchase Price Adjustment Escrow Account"). (v) Buyer or Merger Sub shall deposit, or cause to be deposited with the Escrow Agent, pursuant to an escrow agreement to be executed at the Closing, substantially in the form annexed hereto as Exhibit D (the "Environmental Escrow Agreement"), cash five million dollars ($5,000,000) (such amount, as it may be adjusted in accordance with this Agreement and the Environmental Escrow Agreement, the "Environmental Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy the costs and expenses of the Environmental Work (the "Environmental Escrow Account"). (vi) Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to $500,000 as the Seller Expenses into a separate account to be designated by the Representative (the "Expense Account"). (vii) Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to the applicable payoff amount;Stock Option Consideration into a separate account of the Company to be established by the Company for the benefit of the holders of all Stock Options (the "Stock Option Account") for the purpose of distributing such funds to the holders of all Stock Options pursuant to Section 3.3(a). (iiiviii) Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to the Warrant Consideration, if any, into a separate account of the Company to be established by the Company for the benefit of the holders of each unexpired Warrant reflected on Schedule 4.4(b) (the "Warrant Account") for the purpose of distributing such funds to the holders of Warrants pursuant to Section 3.3(b); provided, however, that no such deposit or distribution shall occur if prior to the Escrow Amount Effective Time all such Warrants have been converted in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement;their entirety into Common Shares. (ivix) deposit If the Representative Reimbursement Amount so instructs Buyer in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver writing prior to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent AgreementClosing, Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to the Closing Merger Consideration (less Transaction Expenses into an account of the portion thereof that represents Company, and the aggregate Company shall pay all Closing Options Payout Amount payable Transaction Expenses at the Closing to the holder of Company Options, which will be paid through recipients thereof as directed by the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundRepresentative.”

Closing Payments. At the Closing, Parent shall: (i) On the Closing Date, Parent shall deliver payment to each holder of the Company’s Indebtedness set forth in the Payment Schedule, Agent by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in of immediately available funds an amount equal to the applicable payoff amount;Initial Amount payable to (A) Company Stockholders pursuant to Section 1.7(a) in exchange for all shares of Company Capital Stock and (B) holders of Company Warrants pursuant to Section 1.8(d) in exchange for all Company Warrants, in each case, in accordance with the Final Allocation Certificate. (ii) On the Closing Date, Parent shall deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, payment by wire transfer in accordance with of immediately available funds to the wire instructions set forth in Company, which the applicable payoff letter delivered pursuant Company shall forward to Section 7.3(i)(vi)its designee payroll service provider as appropriate, cash in an amount equal to the aggregate amount of the Aggregate Consideration payable to each Vested Optionholder (with the exception of any Vested Optionholder who was granted Company Options as an independent contractor of Company) for payment to such Vested Optionholder (less any applicable payoff amount;withholding or other Taxes, or other amounts as required to be withheld) in the Company’s next payroll through the Company’s or Parent’s standard payroll procedures. Such payments shall be in accordance with the Final Allocation Certificate. (iii) deposit On the Escrow Amount in Closing Date, Parent shall deliver payment to the Escrow Fund Payment Agent by wire transfer of immediately available funds an amount equal to the aggregate amount of the Aggregate Consideration payable to each Vested Optionholder that was granted Company Options as an independent contractor of the Company for payment to such Vested Optionholder (less any applicable withholding or other Taxes, or other amounts as required to be withheld) in accordance with the wire instructions set forth in the Escrow Agreement;Final Allocation Certificate. (iv) deposit On the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer Closing Date, and subject to and in accordance with the provisions of this Agreement, Parent shall deliver payment to the Escrow Agent by wire instructions set forth transfer of immediately available funds the Indemnification Escrow Amount, for deposit in the Indemnification Escrow Agreement;Fund and the Adjustment Escrow Amount, for deposit in the Adjustment Escrow Fund. Each Company Holder shall be deemed to have contributed such Company Holder’s Pro-Rata Portion of the Indemnification Escrow Amount to the Indemnification Escrow Fund and the Adjustment Escrow Amount to the Adjustment Escrow Fund. (v) On the Closing Date, and subject to and in accordance with the provisions of this Agreement, Parent shall deliver payment to the Exchange Stockholder Agent by wire transfer of immediately available funds the Stockholder Agent Fund, subject to and in accordance with Section 9.13(c). Each Company Holder shall be deemed to have contributed such Company Holder’s Pro-Rata Portion of the wire instructions set forth in the Exchange Stockholder Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); andFund. (vi) On the Closing Date, Parent shall deliver to payment, directly or through the Company’s payroll account Payment Agent, by wire transfer in accordance of immediately available funds that amount of money due and owing from the Company to such holder or third party of outstanding Closing Indebtedness (including with the wire instructions respect to unpaid Company Transaction Expenses) as set forth in the Payment Schedule, the portion of on the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable Payment Certificate, to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable extent pay off letters have been delivered to Company Securityholders pursuant Parent no later than three (3) Business Days prior to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundClosing Date.”

Closing Payments. At On the terms and conditions herein set forth, at the Closing, Parent shall:Buyer shall pay (or cause to be paid) the Transaction Consideration as follows (the “Closing Payments”): (ia) deliver deposit with the Escrow Agent an amount equal to $300,000 (the “NWC Escrow Fund”), and an amount equal to $1,850,000 (the “Indemnity Escrow Fund” and, together with the NWC Escrow Fund, the “Escrow Fund”), each holder into a separate escrow account to be governed by the terms of this Agreement and the Company’s Indebtedness set forth Escrow Agreement, and, to the extent not paid pursuant to Section 2.3(c), pay to the Escrow Agent the Escrow Fee, in the Payment Scheduleeach case, by wire transfer of immediately available funds to the accounts designated by the Escrow Agent. (b) pay to the Lenders, on behalf of Sellers and the Company, the amounts necessary to pay off the Estimated Closing Indebtedness owed to the Lenders by wire transfer of immediately available funds to the accounts designated by the Lenders in the Debt Payoff Letters; (c) pay to the Persons identified in the Invoices, on behalf of Sellers and the Company, the amounts necessary to pay off the Estimated Closing Transaction Expenses owed to such Persons by wire transfer of immediately available funds to the accounts designated in the Invoices; (d) pay to the Company, for distribution to the Optionholders (or, with respect to the amount described in clause (ii) below, for payment by the Company in accordance with its obligations described in clause (ii)), in accordance with the wire instructions Company’s payroll practices and subject to applicable withholding, (i) the aggregate amount (subject to applicable withholding Tax) set forth in opposite each Optionholder’s name on the applicable payoff letter delivered pursuant to Section 7.3(i)(vi)Allocation Certificate upon execution of an Option Cancellation Agreement by such Optionholder, cash in plus (ii) an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance Company’s payroll tax and benefit plan obligations with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal respect to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver amounts to be paid to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll)Optionholders; and (vie) deliver pay to the CompanySellers’ Representative, for distribution to the Warrantholder, the amount set forth opposite the Warrantholder’s payroll account name on the Allocation Certificate upon execution of a Warrant Cancellation Agreement by the Warrantholder, in cash by wire transfer in accordance with of immediately available funds to the wire instructions set forth in Transaction Consideration Bank Account; (f) the Payment Schedule, the portion balance of the Closing Merger Consideration that represents Estimated Cash Consideration, after subtracting the aggregate Closing Options Payout Amount payable amounts paid pursuant to Sections 2.3(d) and Section 2.3(e), to the holder Sellers’ Representative for the benefit of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any Sellers in cash payable to Company Securityholders pursuant by wire transfer of immediately available funds to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundTransaction Consideration Bank Account.”

Closing Payments. At the Closing, Parent shall: (i) At the Effective Time, Parent shall deliver the Escrow Amount to each holder the Escrow Agent to hold in trust as an escrow fund (the “Escrow Fund”) under the terms and conditions of this Agreement and the Company’s Indebtedness terms and conditions of an Escrow Agreement, in the form attached hereto as Exhibit E (the “Escrow Agreement”). At the Closing and as set forth in on the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(viSecurityholder Schedule (as hereinafter defined), cash in an amount equal to the applicable payoff amount;product of (A) the Pro Rata Fraction for each Participating Securityholder and (B) the Escrow Amount shall be withheld from the amount otherwise payable to such Participating Securityholder pursuant to this Agreement and contributed to the Escrow Fund. Each distribution of cash made from the Escrow Fund to the Participating Securityholders shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution. (ii) At the Effective Time, Parent shall deliver the Representative Expense Amount to the Securityholder Representative (the “Representative Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Securityholder Representative for, any third party expenses pursuant to this Agreement and the Escrow Agreement. The Securityholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Participating Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Participating Securityholders at the Effective Time. At the Closing and as set forth on the Securityholder Schedule, an amount equal to the product of (A) the Pro Rata Fraction for each Person Participating Securityholder and (B) the Representative Expense Amount shall be withheld from the amount otherwise payable to whom Transaction Expenses such Participating Securityholder pursuant to this Agreement and contributed to the Representative Expense Fund. Each distribution of cash made from the Representative Expense Fund to the Participating Securityholders shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution. (iii) At the Effective Time, Parent shall deliver the Aggregate Closing Share Consideration to the Paying and Exchange Agent. Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying and Exchange Agent to the Company Stockholders. Earnings from such investments shall be the sole and exclusive property of Parent or the Surviving Corporation, and no part of such earnings shall accrue to the benefit of the Company are owedStockholders. (iv) At the Effective Time, Parent shall deliver the Aggregate Closing Option Consideration to the Surviving Corporation. As soon as practicable following the Effective Time, but in no event later than the first full payroll cycle following the Effective Time, Parent shall cause the Surviving Corporation to pay to each Vested Optionholder the applicable Option Consideration as set forth in the Payment Securityholder Schedule, by wire transfer in accordance with the wire instructions set forth . The payments described in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will preceding sentence shall be paid effected through the Company’s payroll); and (vi) deliver to the CompanySurviving Corporation’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount or accounts payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fundprocesses.”

Closing Payments. (a) At the Closing, Parent the Buyer shall: (i) deliver to each holder deposit with the Payments Administrator, an amount as specified in Section 2.11(a); (ii) pay on behalf of the Company’s Indebtedness set forth in , or cause the Payment ScheduleSurviving Entity to pay, by wire transfer of immediately available funds to the bank accounts or accounts designated by the respective payee in accordance with writing no later than five (5) Business Days prior to the wire instructions Closing Date: (A) to each lender or holder of Indebtedness identified on the Preliminary Closing Statement and outstanding as of immediately prior to the Effective Time, the amount of Indebtedness owed to such lender or holder, which amount is set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash (or similar release upon payment) received from such lender or holder in an amount equal a form reasonably satisfactory to the applicable payoff amount; Buyer, in exchange for such lender’s or holder’s release of its Liens upon the assets of the Company and release of the Company from any obligations under such Indebtedness (iicollectively, “Payoff Letters”) deliver and (B) to each Person entitled to whom any Unpaid Transaction Expenses, the amount of Unpaid Transaction Expenses of the Company are owed, payable to such Person as set forth in the Payment Schedule, by wire transfer an invoice or other documentation in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal a form reasonably satisfactory to the applicable payoff amountBuyer and as identified on the Preliminary Closing Statement; (iii) deposit pay to the Escrow Amount Stockholder Representative, to the bank account designated by the Stockholder Representative in writing no later than three (3) Business Days prior to the Escrow Fund by wire transfer in accordance with Closing Date, the wire instructions set forth in the Escrow AgreementStockholder Representative Expense Amount; (iv) deposit with the Representative Reimbursement Amount Surviving Entity, an amount equal to the Closing Option Consideration (as set forth on the Distribution Schedule) that is payable in cash, inclusive of the Representative Reimbursement Fund applicable Option Withholding Amount, which amount shall be paid by wire transfer the Surviving Entity to the Optionholders and the applicable Tax authorities on behalf of the Optionholders promptly following the Effective Time utilizing the Surviving Entity’s payroll system; and (v) pay to the Escrow Agent in cash, to the bank account designated by the Escrow Agent in writing no later than three (3) Business Days prior to the Closing Date, to hold in accordance with the wire instructions set forth in Escrow Agreement (the “Escrow AgreementAccount”), an amount equal to $1,478,904.00 (the “Escrow Amount”) to secure the Stockholders’ obligations under Article VII; (vvi) deliver retain an amount of cash equal to $150,000.00 the Exchange Agent by wire transfer in accordance with (“Purchase Price Adjustment Holdback Amount”) to secure the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payrollStockholders’ obligations under Section 2.13(h); and (vivii) deliver retain an amount of cash equal to $25,000.00 the (“Optionholder Holdback Amount”) to secure the Stockholders’ obligations under Article VII with respect to subsection (iv) of the definition of Indemnified Liabilities (the “Deisboeck Liabilities”). (b) If a Stockholder delivers to the CompanyPayments Administrator a duly executed Letter of Transmittal no later than three (3) Business Days prior to the Closing, then such Stockholder shall be entitled to receive in exchange therefor, from the Payments Administrator at the Effective Time to such bank account or accounts as may be designated in writing by the party entitled to such payment in its Letter of Transmittal, an amount equal to (i) the applicable Closing Per Share Merger Consideration multiplied by (ii) the number of Shares surrendered pursuant to such Letter of Transmittal, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 or additional cash, without interest, for payment in lieu of fractional shares of Buyer Common Stock, and such Shares shall, at the Closing, be cancelled. If a Stockholder does not submit such ▇▇▇▇▇▇▇▇▇▇▇’s payroll account duly executed Letter of Transmittal on or before three (3) Business Days prior to the Closing, then upon surrender thereafter of Shares pursuant to a Letter of Transmittal duly executed, the holder of such Shares shall be entitled to receive in exchange therefor from the Payments Administrator, promptly and in no event more than three (3) Business Days after such surrender, an amount equal to: (A) the applicable Closing Per Share Merger Consideration multiplied by wire transfer (B) the number of Shares surrendered pursuant to such Letter of Transmittal, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 or additional cash, without interest, for payment in lieu of fractional shares of Buyer Common Stock, and such Shares shall, upon such surrender, be cancelled. If payment in respect of any Share is to be made to a Person other than the Person in whose name such Share is registered, it shall be a condition of payment that the Share so surrendered shall be in proper form for transfer. Until surrendered in accordance with the wire instructions provisions of this Section 2.12, any Shares (other than any Cancelled Shares or any Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the right to receive the applicable Per Share Merger Consideration payable with respect thereto, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 as contemplated herein. For the avoidance of doubt, any holder receiving the applicable Per Share Merger Consideration shall be entitled to any remainder of the Merger Consideration that becomes available to them in accordance with the Distribution Schedule (subject to the Buyer Parties’ setoff rights set forth in Section 7.7, as applicable). (c) At the Payment ScheduleEffective Time, the portion stock transfer books of the Closing Merger Consideration Company shall be closed and there shall be no further registration of transfers of any shares of Capital Stock thereafter on the records of the Company. If, after the Effective Time, a Share that represents the aggregate Closing Options Payout Amount payable was outstanding immediately prior to the holder of Company OptionsEffective Time (other than Cancelled Shares) is surrendered to the Surviving Entity, which will be paid through the Company’s payroll. No interest it shall be cancelled and exchanged as provided in this Section 2.12. (d) All cash paid or shall accrue on any cash payable to Company Securityholders pursuant to and Buyer Common Stock issued upon conversion of the provisions Shares in accordance with the terms of this Article IIII shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Shares. From and after the Effective Time, the holders of Shares shall cease to have any rights with respect to such Shares, except as otherwise provided herein or by applicable Law. (e) At any time following the expiration of eighteen (18) months after the final payment of Merger Consideration is made to the Payments Administrator (after giving effect to payments of the Earnout Amount and the final resolution of any pending claims or other disputes relating to Merger Consideration), the Surviving Entity shall be entitled to require the Payments Administrator to deliver to it any cash (including any interest received with respect thereto) or shares of Buyer Common Stock reserved for issuance which had been made available to the Payments Administrator and which have not been disbursed to the Company Securityholders, and such cash and shares of Buyer Common Stock shall thereafter become the property of the Surviving Entity. Thereafter, such holders shall be entitled to look to the Surviving Entity (subject to applicable abandoned property, escheat or similar Law) only as general creditors thereof with respect to the applicable consideration payable as contemplated by this Agreement upon due surrender of their Shares, without any interest thereon. Any portion of such remaining cash deposited with and shares of Buyer Common Stock unclaimed by the Exchange Agent shall hereinafter be referred Company Securityholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the “Exchange Fundextent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any Person previously entitled thereto.”

Closing Payments. At the Closing, Parent shall: (i) deliver At Closing, Buyer shall deposit an aggregate amount equal to each holder of $3,000,000 (the Company’s Indebtedness set forth in the Payment Schedule"Escrow Amount"), by wire transfer of immediately available funds, in an escrow account (the "Escrow Account") established with The PrivateBank and Trust Company (the "Escrow Agent") pursuant to the terms and conditions set forth in an escrow agreement among the Buyer, the Sellers and the Escrow Agent to be executed concurrently herewith (the "Escrow Agreement"). (ii) At Closing, an aggregate amount equal to all Transaction Expenses (to the extent not previously paid) shall be paid to the Persons providing services which generated the Transaction Expenses. By way of clarification, the Sellers shall be responsible for any and all unpaid Transaction Expenses which shall be payable out of the proceeds due the Sellers at Closing. Schedule 2.03(c)(ii) sets forth the identity of the each third party payee in connection with all Transaction Expenses, identifying the amount necessary to satisfy in full the Company's obligation for such Transaction Expenses and the wire transfer instructions for payment of such Transaction Expenses. At Closing, Buyer shall pay the Transaction Expenses in accordance with the wire Closing Statement and the payment instructions set forth of such third parties. (iii) At Closing, Buyer shall pay Sellers the aggregate remaining amount of the Estimated Purchase Price, after subtraction of the amounts remitted and/or applied in the applicable payoff letter delivered pursuant to accordance with Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; 2.03(c)(i) and (ii) deliver to each Person to whom Transaction Expenses of above in cash (the Company are owed, as set forth in the Payment Schedule, "Closing Cash Payment") by wire transfer of immediately available funds to the accounts designed by Sellers to Buyer in writing in accordance with the wire instructions set forth in funds flow and closing statement shown on the applicable payoff letter delivered pursuant to Section 7.3(i)(viattached Exhibit C (the "Closing Statement"), cash in an amount equal to . The Closing Cash Payment shall be allocated among the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, Sellers as shown on the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange FundStatement.”