Common use of Payments at Closing Clause in Contracts

Payments at Closing. At the Closing: (a) Parent and Merger Sub shall (i) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts specified in the Payoff Letters; (d) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing Certificate; (e) Parent shall pay, or cause to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellation.

Payments at Closing. At Subject to the terms and conditions set forth herein, at the Closing, the Initial Cash Purchase Price and the Non-compete Payments shall be paid by the Buyer as follows: (a) Parent and Merger Sub shall (i) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to The Buyer will deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds funds, such portion of the Initial Cash Purchase Price equal to the applicable bank account or accounts specified Escrow Amount, to be held in escrow by the Payoff Letters;Escrow Agent as security for any payment required to be made to the Buyer pursuant to Section 2.4(d) and for the Sellers’ indemnification obligations under Article 9, in accordance with the terms of an escrow agreement, in substantially the form of Exhibit A attached hereto, to be entered into by the Buyer, the Seller Representative and the Escrow Agent as of the Closing Date (the “Escrow Agreement”). (db) Parent shall (on behalf of The Buyer will pay from the Company Group) payInitial Cash Purchase Price such amount necessary to pay in full, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds to funds, on behalf of the applicable bank account or accounts specified on Company Entities, all of the Estimated Closing Certificate;Company Indebtedness, all of which shall be set forth on, and all of which shall be paid in accordance with, the Payment Statement. (ec) Parent shall payThe Buyer will pay from the Initial Cash Purchase Price such amount necessary to pay in full, or cause to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds funds, on behalf of the Company Entities, all of the Company Transaction Expenses to the applicable bank account or accounts specified to Parent by BBH service providers and employees, all of which Company Transaction Expenses shall be set forth on, and all of which shall be paid in writing at least two (2) Business Days prior to Closing and (ii) to BBH QPaccordance with, the BBH QP Warrant Cash Consideration Payment Statement. (d) The Buyer will pay to the Sellers, by wire transfer transfers of immediately available funds to funds, the applicable bank account or accounts specified to Parent by BBH QP remaining Initial Cash Purchase Price, allocated between the Sellers in writing at least two (2) Business Days prior to Closing; andaccordance with the Payment Statement. (fe) Parent shall instruct Parent's transfer agent The Buyer will pay to issue to (i) BBHeach Seller, the BBH Warrant Share Consideration and (ii) BBH QPby wire transfers of immediately available funds, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellationa Non-compete Payment.

Payments at Closing. (i) At the Closing: , Purchaser shall make the following payments: (aA) Parent and Merger Sub shall One Million Dollars (i$1,000,000) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing paid by wire transfer of immediately available funds to an escrow account (the applicable bank account or accounts specified “Escrow Account”) to be established by Purchaser with SunTrust Bank (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement in the Payoff Letters; form attached hereto as Exhibit A (dthe “Escrow Agreement”); (B) Parent shall two-sevenths (on behalf 2/7ths) of the Purchaser Common Shares shall be delivered to the Escrow Account; (C) all fees and expenses of counsel, financial advisors, investment bankers, brokers, finders, accountants and consultants to Sellers and Company Group) pay, or cause to be paid, incurred in connection with the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to transactions hereunder shall be paid to the extent not paid by the Sellers or the Company prior to Closing (D) all principal, interest and other amounts owed to Company by any Seller or any director, officer, employee employee, trustee or consultant beneficiary of Company as set forth on Schedule 3.24(a); and (E) the Net Indebtedness Payment as described in Section 2.2(d). The cash portion of the Company GroupClosing Date Purchase Price minus the payments described in paragraphs (A), (C), (D) and (E) of this Section 2.2(c) is herein referred to as the “Closing Date Cash Payment.” The Purchaser Common Shares minus the payment described in paragraphs (B) of this Section 2.2(c) is herein referred to as the “Closing Date Shares Payment“ and the Closing Date Cash Payment plus the Closing Date Shares Payment is herein referred to as the “Closing Payment.” It is the understanding of the parties hereto that the cash and Purchaser Common Shares being transferred into the Escrow Account shall in accordance with the terms and conditions of the Escrow Agreement be held in the Escrow Account for twenty four (24) months from the Closing. (ii) At the Closing, Purchaser shall pay the Closing Payment as follows: (A) the pro rata share of the Closing Date Cash Payment applicable to each Seller (as set forth on Schedule 2.2) shall be paid by wire transfer of immediately available funds to the applicable bank each Seller to an account or accounts specified on the Estimated Closing Certificate; designated by him (e) Parent shall pay, or cause such account to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing designated at least two (2) Business Days business days prior to the Closing Date); and (iiB) stock certificates representing the pro rata share applicable to BBH QP, each Seller of the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds Closing Date Shares Payment shall be issued and delivered to the applicable bank account or accounts specified to Parent by BBH QP each Seller in writing at least two (2) Business Days prior to Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellationaccordance with Schedule 2.2.

Payments at Closing. At the Closing: (a) Parent and Merger Sub shall (i) depositBuyer shall deposit the Escrow Amount in immediately available funds with Escrow Agent, or cause such deposit of the Escrow Amount to constitute an escrow fund to be deposited, with governed by the Paying Agent an amount of cash terms set forth herein and in the Escrow Agreement; (ii) instruct Parent's transfer agent Buyer shall deposit the Representative Fund Amount with the Stockholders’ Representative, such deposit to deliver constitute a fund to be available to the Paying Agent an amount Stockholders’ Representative to be governed by the terms set forth herein and for which, upon deposit with the Stockholders’ Representative, Buyer shall have no liability; (iii) Buyer shall make available to the Surviving Corporation for payment in accordance with this Article II the portion of shares of Parent Stock, in each case sufficient the Total Upfront Option Consideration payable to pay the aggregate consideration to which former holders of Company Capital Stock shall be entitled Vested Options who are employees of any of the Acquired Companies at the Effective Time Time, in cash, and the Surviving Corporation shall make any payments to such former holders of Company Vested Options pursuant to Section 2.1 the foregoing, net of this Agreement; providedany applicable Tax withholding, that Parent shall deliver to the Payments Administrator via a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closingregular or special payroll run, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructionsits regular payroll practices; (biv) Parent Buyer shall deposit, or cause to be deposited, deposit the Closing Date Adjustment Escrow Amount, Exchange Fund in immediately available funds with the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount Exchange Agent for exchange in an account or accounts specified by the Escrow Agent;accordance with this Article II; and (cv) Parent shall (Buyer, on behalf of the Acquired Companies, shall pay to the respective payees of Transaction Expenses and/or Acquired Company Group) pay, or cause Indebtedness which have not been fully paid prior to be paidthe Effective Time, the Estimated Closing amounts of such Transaction Expenses and Acquired Company Indebtedness to be repaid at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts as specified in the Payoff Letters; (d) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing Certificate; (e) Parent shall pay, or cause to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellationPayment Schedule.

Payments at Closing. At the Closing: (a) Parent and Merger Sub shall (i) deposit, or cause to be depositedPurchaser shall, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds funds, pay the Closing Date Purchase Price as follows: (i) pay the Indebtedness (after first applying the cash on hand at the Company or any of its Subsidiaries immediately prior to the applicable bank account or accounts specified in Closing other than the Payoff LettersSurplus Cash and Restricted Cash (i.e., only applying the cash that has not yet been swept by the Company’s senior lenders but which such senior lenders would then have the right to sweep on such date), toward the payment of such Indebtedness); (dii) Parent shall (on behalf pay all amounts to the holders of the Company GroupPreferred Units as required under Section 11.1(a) pay, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds to Operating Agreement (the applicable bank account or accounts specified on the Estimated Closing Certificate“Preferred Repurchase Price”); (eiii) Parent shall pay, or cause pay the Seller Expenses; (iv) pay to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds each Seller an amount equal to the product of (A) the Per Unit Price multiplied by (B) the number of Units held by such Seller (each such payment, a “Seller Payment”), less (C) the Escrow Amount applicable bank account or accounts specified to Parent such Seller as described in Section 2.2(c)(vi) below less (D) the Earn-Out Escrow Amount applicable to such Seller as described in Section 2.2(c)(vii) below and less (E) the Net Asset Escrow Amount applicable to such Seller as described in Section 2.2(c)(viii) below. As of the date hereof, Schedule 2.2 sets forth with respect to each Seller, as if the Closing were to occur on the date hereof, its name, Seller Payment, Common Pro Rata Percentage, Purchase Price Pro Rata Percentage, contribution to the Escrow Amount, contribution to the Earn-Out Escrow Amount, and contribution to the Net Asset Escrow Amount. On the Closing Date, Schedule 2.2 will be updated by BBH in writing at least two the Company and the Seller Representative and redelivered to the Purchaser to set forth with respect to each Seller, as of the Closing, its name, Seller Payment, Common Pro Rata Percentage, Purchase Price Pro Rata Percentage, contribution to the Escrow Amount, contribution to the Earn-Out Escrow Amount, and contribution to the Net Asset Escrow Amount; (2v) Business Days pay to the Company, with respect to each Option Holder, an amount equal to the difference between (A) the product of (x) the Per Unit Price and (y) the number of Units that could have been purchased by such Option Holder had they exercised the Options subject to the Option Amendment and Release Agreement entered into between the Company and such Option Holder (“Option Units”) and (B) the aggregate exercise price that would have been paid by such Option Holder had they exercised such Options and purchased such Option Units immediately prior to the Closing (each such payment, a “Option Termination Payment”), less (C) the Escrow Amount applicable to each such Option Holder as described in Section 2.2(c)(vii) below, less (D) the Earn-Out Escrow Amount applicable to each such Option Holder as described in Section 2.2(c)(vii) below and less (iiE) the Net Asset Escrow Amount applicable to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds each such Option Holder as described in Section 2.2(c)(viii) below. Each Option Termination Payment payable to the applicable bank account or accounts specified Company pursuant to Parent this Section 2.2(c)(v) with respect to each Option Holder shall, at the Closing, be paid by BBH QP in writing at least two (2) Business Days prior the Company to Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBHsuch Option Holder, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery net of such warrant to Parent for cancellation.applicable

Payments at Closing. At Parent, the Closing: (a) Parent Company and Merger Sub the Securityholder Representative shall (i) depositappoint the Paying Agent to act as paying agent for the payment of the Closing Payment, or cause to be depositedthe Closing Date Indebtedness, the Acquisition Expenses and, if applicable, any Milestone Payment and/or Revenue Payment, in accordance with this Article II and, in connection therewith, shall promptly enter into that certain Paying Agency Agreement with the Paying Agent an amount of cash in substantially the form attached hereto as Exhibit C (the “Paying Agency Agreement”). The Company has delivered to Parent, and (ii) instruct Parent's transfer agent to Parent shall promptly deliver to the Paying Agent, the Closing Statement and a spreadsheet setting forth the calculation of the payments to be made to each individual Company Securityholder pursuant to this Section 2.14(a). At or promptly after the Effective Time, Parent shall have deposited (x) the Closing Payment into an account with the Paying Agent (the “Payment Fund”) for the benefit of the Company Securityholders (other than holders of Dissenting Shares and shares to be canceled in accordance with Section 2.9(b)) that are entitled to receive a portion of the Closing Payment pursuant to this Section 2.14 and to fund the Management Sale Bonus Plan pursuant to the terms thereof at Closing, and (y) the Cash Amount into an amount of shares of Parent Stock, in each case sufficient account with the Paying Agent to pay the aggregate consideration Closing Date Indebtedness and the Acquisition Expenses (excluding amounts required to which holders of Company Capital Stock shall be entitled at funded under the Effective Time pursuant to Section 2.1 of this Agreement; providedManagement Sale Bonus Plan in connection with the Closing, and any Closing Date Indebtedness and Acquisition Expenses that Parent has elected to repay directly). Parent shall, or Parent, the Surviving Corporation and the Securityholder Representative shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom cause the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions;to: (bi) Parent shall depositfrom the Cash Amount, or cause to be deposited, repay the Closing Date Adjustment Escrow Amount, Indebtedness (as set forth in the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (cStatement) Parent shall (on behalf of the Company Group) pay, or cause and its Subsidiary in full pursuant to be paid, the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts specified in the Payoff Letters; (dii) Parent shall from the Cash Amount, pay the Acquisition Expenses (as set forth in the Closing Statement), other than amounts required to be funded under the Management Sale Bonus Plan in connection with the Closing, on behalf of the Company Group) payand its Subsidiary and the Company Securityholders in full (and, or cause for the avoidance of doubt, Parent shall fund from the Cash Amount the portion of the Management Sale Bonus Plan payable in cash that is required to be paidfunded under its terms in connection with the Closing, which payment shall be made in accordance with the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of Company’s standard payroll practices and not made through the Company Group) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing CertificatePaying Agent); (eiii) from the Closing Payment, fund the portion of the Management Sale Bonus Plan payable in Parent shall pay, or cause Shares that is required to be paid, (i) to BBH, funded under its terms in connection with the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and (fiv) distribute the remaining amount of the Closing Payment to the Closing Consideration Preferred Recipients, such that each such Person receives (in Parent shall instruct Parent's transfer agent Shares, valued using the Parent Share Closing Price) the portion of the Liquidation Preference Amount that such Person is entitled to issue to (i) BBH, receive in the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, Merger in each case subject respect of its shares of Company Preferred Stock pursuant to and upon delivery of such warrant in accordance with the Company Organizational Documents and the Company Funding Documents (it being understood that the amounts distributed pursuant to Parent for cancellationthis Section 2.14(a)(iv) shall not be sufficient to satisfy the full Liquidation Preference Amount).

Payments at Closing. (i) At the Closing, Purchaser shall: (aA) Parent and Merger Sub shall (i) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing $15,338,106 by wire transfer of immediately available funds to an escrow account to be established by Purchaser with SunTrust Bank (the applicable bank account or accounts specified “Escrow Agent”), to be held by the Escrow Agent and released thereby pursuant to the terms of an escrow agreement in the Payoff Lettersform attached hereto as Exhibit A (the “Escrow Agreement”); (dB) Parent pay any unpaid Seller Expenses that have not been paid by the Sellers prior to Closing, and Purchaser shall (on behalf reduce the amount of the Company Group) pay, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are Closing Date Purchase Price to be paid to any officer, employee or consultant Sellers by the sum of such amount paid; (C) pay the amount of the Option Termination Payment to the Company Groupby wire transfer of immediately available funds, which, immediately thereafter, shall be paid at the Closing by the Company to the Persons executing Option Termination Agreement (the “Former Option Holders”) less required withholdings as set forth in Section 2.2(c)(iv). Schedule 2.2, under the heading “Option Holders” sets forth the name of each Person executing an Option Termination Agreement and for each option to purchase Company securities held by such Person, the type and number of shares of Company stock into which such option is exercisable, the applicable per share and aggregate exercise price, the price at which the Company is repurchasing such option pursuant to the applicable Option Termination Agreement, and the amount of such consideration that will be paid into the Escrow Account; and (D) pay the amount of the Transaction Bonuses by wire transfer of immediately available funds to Company, which shall be paid by Company to the Persons listed in the certificate described in Section 2.3(a) and entitled to Transaction Bonuses less required withholdings as set forth in Section 2.2(c)(iv) of this Agreement. The Closing Date Purchase Price minus the payments described in paragraphs (A), (B), (C) and (D) of this Section 2.2(c) is herein referred to as the “Closing Payment.” (ii) In all cases subject to the terms of the Escrow Agreement, it is the understanding of the parties hereto that: (A) $12,000,000 of the cash being transferred into escrow pursuant hereto and the Escrow Agreement (the “Indemnity Escrow Account”) shall be held in escrow for eighteen (18) months from the Closing (or longer in connection with pending claims, to the extent provided by the Escrow Agreement), provided that all or certain portions may be released to the Purchaser in respect of indemnity and other claims prior to the end of eighteen (18) month period. For the avoidance of doubt, all amounts in the Indemnity Escrow Account (including without limitation the amounts deposited for the benefit of the Former Options Holders) shall be available to secure the indemnification obligations set forth in Article 11; and (B) $1,400,000 of the cash being transferred into escrow pursuant hereto and the Escrow Agreement with respect to Contingent Payments (the “Contingent Payment Escrow Account”) shall be held in escrow for eighteen (18) months from the Closing, provided that for each dollar of Contingent Payments received by the Company, one dollar held in the Contingent Payment Escrow Account shall be released to the Sellers and the Former Option Holders. Notwithstanding the foregoing, (x) the Sellers and the Former Option Holders shall not be entitled to receive an aggregate amount under this subsection (B) greater than the amount of funds in the Contingent Payment Escrow Account, and (y) prior to the eighteen (18) month anniversary of the Closing, neither the Seller Representative nor any of the Sellers or Former Option Holders shall seek the release of less than $50,000 from the Contingent Payment Escrow Account in any one release request (other than in connection with the final distribution of the funds remaining in the Contingent Payment Escrow Account pursuant to the Escrow Agreement); and (C) $1,938,106 of the cash being transferred into escrow pursuant hereto and the Escrow Agreement with respect to Identified Receivables (the “Identified Receivables Escrow Account”) shall be held in escrow for eighteen (18) months from the Closing, provided that for each dollar of Identified Receivables received by the Company, one dollar held in the Identified Receivables Escrow Account shall be released to the Sellers. Notwithstanding the foregoing, (x) the Sellers shall not be entitled to receive an aggregate amount under this subsection (C) greater than the amount of funds in the Identified Receivables Escrow Account, and (y) prior to the eighteen (18) month anniversary of the Closing, neither the Seller Representative nor any of the Sellers shall seek the release of less than $50,000 from the Identified Receivables Escrow Account in any one release request (other than in connection with the final distribution of the funds remaining in the Identified Receivables Escrow Account pursuant to the Escrow Agreement). Subject in all cases to the terms of the Escrow Agreement, due to the fact that certain amounts in escrow pursuant to the Escrow Agreement are being held in escrow for the benefit of the Former Options Holders, Schedule 2.2, under the heading “Escrow Amounts and Percentages”, sets forth (1) the amount that would be released to each Seller and Former Option Holder if the remaining funds in the Indemnity Escrow Account and the Contingent Payment Escrow Account were released to such Persons in full and (2) the percentage of funds that each such Person would be paid each time funds are released from the Indemnity Escrow Account and the Contingent Payment Escrow Account to the Sellers and Former Option Holders. (iii) At the Closing, Purchaser shall pay the pro rata share of the Closing Payment applicable to each Seller (as set forth on Schedule 2.2 under the heading “Percentage Ownership of Issued and Outstanding Common Stock”) by wire transfer of immediately available funds to the applicable bank each Seller to an account or accounts specified on the Estimated Closing Certificate; designated by such Seller (e) Parent shall pay, or cause such account to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing designated at least two three (23) Business Days prior to the Closing Date); provided that payments to each Seller shall be net of any indebtedness owed by such Seller to the Company, if any (including without limitation the amounts such Seller owes to the Company related to such Seller’s exercise of Company stock options). (iv) At the Closing, immediately after the Purchaser pays the Option Termination Payment and (ii) the amount of the Transaction Bonuses to BBH QPthe Company, the BBH QP Warrant Cash Consideration by wire transfer Company shall pay to each Former Option Holder the amount set forth on Exhibit A of immediately available funds such Person’s Option Termination Agreement and to each Person listed in the applicable bank account or accounts specified certificate delivered pursuant to Parent by BBH QP Section 2.3(a) and entitled to a Transaction Bonus the amount set forth in writing at least two such certificate (2) Business Days prior to with each such payment made on the Closing Date and before the Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration), in each case in accordance with the Company’s standard payroll practices, subject to and upon delivery any amounts that the Company is required to withhold as a matter of Law. The Company shall provide reasonable evidence of the payment of such warrant to Parent for cancellationamounts on the Closing Date.

Payments at Closing. At Subject to the terms and conditions set forth herein, at the Closing: (a) Parent and Merger Sub shall Buyer will pay in full in cash, on behalf of the Company, the Company Indebtedness listed on Schedule 1.3(a) (ithe “Paid Indebtedness”) deposit, or cause to be deposited, the holders of such Company Indebtedness listed on such Schedule by wire transfer of immediately available funds in accordance with the Paying Agent an amount of cash and (ii) instruct Parent's wire transfer agent instructions delivered to deliver Buyer prior to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time Closing Date pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable1.5(a)(xiii), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions;. (b) Parent shall depositto the extent not otherwise paid by the Company, or cause Buyer will pay, on behalf of the Company, Company Transaction Expenses to be deposited, the applicable service providers by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer prior to the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent;Date. (c) Parent shall Buyer will pay the Escrow Amount to the Escrow Agent, by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to Buyer prior to the Closing Date, to be held in escrow by the Escrow Agent in a designated account (on behalf the “Escrow Account”) as security for the Seller Parties’ indemnification obligations under Article VII, in accordance with the terms of an escrow agreement, in an agreed form to be entered into by Buyer, the Seller Representative and the Escrow Agent as of the Company GroupClosing Date (the “Escrow Agreement”). (d) payBuyer will pay the amount, or cause to be paidif any, by which the Estimated Company Cash at Closing Indebtedness is a lower number than the Required Cash Balance, to be repaid at the Closing Company. (e) Buyer will pay to the Seller Representative the Representative Reserve, in accordance with Section 9.18(g). (f) Buyer will pay to the Sellers and Makarem, by wire transfer of immediately available funds to the applicable bank account or accounts specified and in the Payoff Letters; amounts designated for each Seller and Makarem on Schedule 1.3(f) (d) Parent shall (on behalf which sets forth the number of Shares owned by each Seller and each Seller’s Pro Rata Share, with the Parties acknowledging that the payment allocable to R▇▇▇▇ ▇▇▇▇ is being reduced by the amount of the Company Group) pay, or cause Phantom Equity Bonus Payment to be paidreceived by Makarem), an amount in cash equal to the sum of: (i) with respect to R▇▇▇▇ ▇▇▇▇, his Pro Rata Share of the Purchase Price less those amounts paid pursuant to subsections (c) and (e) above and less $17,000,000 (the “Phantom Equity Bonus Payment”), (ii) with respect to the TPC Trust, its Pro Rata Share of the Purchase Price less those amounts paid pursuant to subsections (c) and (e) above, (iii) with respect to Makarem, the Estimated Transaction Expenses Phantom Equity Bonus Payment (other than any Estimated Transaction Expenses that are to which, for the avoidance of doubt, will be paid to any officerthe Company first, employee or consultant followed by the Company paying such Phantom Equity Bonus Payment to N▇▇▇▇ ▇▇▇▇▇▇▇ as compensation subject to applicable withholding and payroll taxes in accordance with Section 1.10(b) hereof), and (iv) with respect to Cyrus Kong, his Pro Rata Share of the Company GroupPurchase Price less those amounts paid pursuant to subsections (c) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing Certificate; and (e) Parent shall pay, or cause to be paidabove (the sum of the net amounts in (i), (iii), (iii) to BBHand (iv), the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to “Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellation”).

Payments at Closing. At the Closing: (a) Parent and Merger Sub shall At least three (i3) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver Business Days prior to the Paying Agent an amount of shares of Parent StockClosing, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash obtain draft customary payoff letters with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Indebtedness Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness that is required to be repaid at the Closing pursuant to the terms thereof and as set forth on Section 2.5(a) of the Company Disclosure Schedule (each, a “Payoff Letter”) and on or prior to the Closing, copies of such payoff letters, executed by the applicable lenders and/or agents, as applicable, setting forth the Closing Indebtedness Amount with respect to such Indebtedness. At the Closing, Buyer shall pay or cause to paid in full, on behalf of the Company or its Subsidiaries, as applicable, the payments referenced in such Payoff Letters on the Closing Date in accordance with the wire instructions set forth in the Funds Flow in order to discharge the Closing Indebtedness Amount covered thereby in their entireties. Buyer and the Company will cooperate in arranging for such repayment and the Company shall take such actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any Lien securing such Closing Indebtedness Amounts. (b) At the Closing, Buyer shall pay or cause to be paid in full, on behalf of the Company or its Subsidiaries, as applicable, the Transaction Expenses (to the extent not paid by the Company prior to the Closing) as set forth in a certificate delivered by the Company to Buyer, by wire transfer of immediately available funds, or through the Company’s payroll to the extent such Transaction Expenses are compensatory and paid to a current or former Company service provider, to the applicable accounts and parties set forth on such certificate. Such certificate shall be delivered by the Company to Buyer at least three (3) Business Days prior to the Closing and will be accompanied by invoices or other supporting documentation to evidence the Transaction Expenses set forth therein. (c) At the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent, cash equal to the Adjustment Escrow Amount, to be held in an escrow account solely for purposes of adjustments to the Closing Consideration (the “Adjustment Escrow Account”), by wire transfer of immediately available funds to the applicable bank an account or accounts specified designated in writing by the Payoff Letters;Escrow Agent. The administration of the Adjustment Escrow Account shall be governed by the terms of the Escrow Agreement and this Agreement. (d) Parent At the Closing, Buyer shall (on behalf of the Company Group) pay, deliver or cause to be paiddelivered to the Seller Representative, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) Seller Representative Holdback Amount by wire transfer of immediately available funds to an account designated in writing by the applicable bank account or accounts specified on the Estimated Closing Certificate;Seller Representative. (e) Parent At the Closing, Buyer shall pay, deliver or cause to be paiddelivered to the Payment Agent (for subsequent payment to the Securityholders pursuant to Section 2.5(f) and subject to the procedures set forth in Section 2.8), (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank an account or accounts specified to Parent by BBH designated in writing at least two (2) Business Days prior to Closing and (ii) to BBH QPby the Payment Agent, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds a cash amount equal to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; andClosing Consideration. (f) Parent The Closing Consideration shall instruct Parent's transfer agent be paid to issue to (i) BBHthe Securityholders following the Closing by the Payment Agent in accordance with Section 2.8, the BBH Warrant Share Consideration Allocation Schedule and (ii) BBH QPthe Payment Agent Agreement which shall give effect to the terms of, and is in accordance with, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellationCompany LLC Agreement.

Payments at Closing. At the Closing, Parent shall make, or cause to be made, payments as follows: (a) Parent and Merger Sub shall make payments to the applicable Persons, by wire transfer of immediately available funds, in such amounts as are sufficient to repay in full (i) deposit, or otherwise cause to be deposited, with satisfied and discharged) the Paying Agent an amount Company Debt outstanding as of cash the Closing Date (including all interest accrued thereunder and (ii) instruct Parent's transfer agent all fees and expenses required to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of satisfy such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicableobligations), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions; (b) Parent shall depositmake payments to the applicable Persons, by wire transfer of immediately available funds, the Company Transaction Expenses, in each case as directed in writing by the Company prior to the Closing pursuant to invoices or other evidence reasonably satisfactory to Parent, except that Parent shall cause any compensatory Company Transaction Expenses payable to Company Employees to be deposited, paid through the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow AgentSurviving Entity’s payroll system; (c) Parent shall (on behalf of the Company Group) pay, deposit or cause to be paiddeposited with the Representative, by wire transfer of immediately available funds, the Estimated Closing Indebtedness Expense Fund Amount; (d) Parent shall deposit or cause to be repaid at deposited with the Surviving Entity, by wire transfer of immediately available funds, the aggregate cash for distribution to the Company Optionholders and the Company Warrantholders, as applicable, as of immediately following the Closing pursuant to Section 2.10 and in accordance with the Payout Spreadsheet; (e) Parent shall deposit or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II through the Exchange Agent, (i) cash in an aggregate amount sufficient to pay the Company Stockholders as of immediately following the Closing pursuant to Section 2.6(c)(ii) and in accordance with the Payout Spreadsheet, and (ii) book-entry shares representing the aggregate number of shares of Parent Common Stock issuable to the Company Stockholders as of immediately following the Closing pursuant to Section 2.6(c)(i) and in accordance with the Payout Spreadsheet; and (f) Parent shall deposit or cause to be deposited with the Escrow Agent, cash equal to the Adjustment Escrow Amount, to be held in the Adjustment Escrow Account, by wire transfer of immediately available funds to the applicable bank an account or accounts specified designated in writing by the Payoff Letters; (d) Parent shall (on behalf Escrow Agent. The administration of the Company Group) pay, or cause to Adjustment Escrow Account shall be paid, governed by the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant terms of the Company Group) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing Certificate; (e) Parent shall pay, or cause to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing Escrow Agreement and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and (f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellationthis Agreement.