Common use of Closing Payments Clause in Contracts

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts of Seller designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. At (a) Subject to the terms and conditions of this Agreement, immediately prior to the Closing, Buyer the Company shall pay the following amounts from Closing Cash (to the extent available), and such amounts paid by the Company will not affect the calculation of the Merger Consideration, other than (to the extent such amount was included in the calculation of the Merger Consideration) by reducing the Closing Cash Payment: (i) Estimated Selling Expenses; and (ii) All amounts payable under Section 2.11 to the Vested Option Holders in accordance with the Allocation Schedule by depositing such amounts in an account of the Company (which account, for the avoidance of doubt, the Surviving Corporation will use to pay such amounts in accordance with Section 2.11). (b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall: (i) deposit (or cause to be paid from deposited) with the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: Paying Agent (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment wire instructions delivered by Seller provided to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing Parent at least five two (52) Business Days prior to the Closing Date, which may be ) to make the accounts of payments to the Members Company Stockholders (based on the Allocation Schedule) set forth in Section 2.8.3 (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank AccountPayment Fund”) to be paid to Seller or, a net aggregate amount equal to the extent designated Estimated Merger Consideration (as determined in accordance with Section 3.112.8.1) (such net aggregate amount, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Cash Payment”); (dii) Parent will deposit (or cause to be deposited) with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account Amount to be established held by the Escrow Agent in accordance with the Escrow Agreement a separate account (the “Escrow Account”) pursuant to an escrow agreement in the form and substance acceptable to Parent and the Company (the “Escrow Agreement”) with the Escrow Agent; and (iii) on behalf of the Company, pay (or cause to be paid) the Indebtedness of the Company of the type described in clause (a) of the definition of Indebtedness, including as identified in Section 2.8.2(b)(iii) of the Disclosure Letter (collectively, the “Repaid Closing Indebtedness”), in accordance with the Payoff Letters.

Closing Payments. At Closing, CHC shall deliver or cause to be delivered to the Skyline Members upon delivery of a letter of transmittal (i) the CHC Cash Consideration in immediately available funds to the persons, in the amounts and pursuant to the wire instructions set forth in Section 1.7(a)(i) of the Consideration Spreadsheet, (ii) $1,500,000 aggregate principal amount of the CHC Term Debentures dated as of the Closing Date and issued in the names and the principal amounts set forth in Section 1.7(a)(i) of the Consideration Spreadsheet, and (iii) $5,575,000 aggregate principal amount of the Convertible Debentures dated as of the Closing Date and issued in the names and the principal amounts set forth in Section 1.7(a)(i) of the Consideration Spreadsheet (collectively, the “Closing Consideration”). At the Closing, Buyer will pay or cause CHC shall deliver to be paid from the Closing Purchase Price as Members’ Representative, on behalf of the Skyline Members in the names and percentages set forth in Section 1.7(a)(i) of the Pre-Closing StatementConsideration Spreadsheet, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons a Convertible Debenture dated as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer Date payable to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to Members’ Representative as agent for the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the individual Skyline Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number principal amount of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement 5,575,000 (the “Escrow AccountDebenture”)) which will be otherwise identical to the Convertible Debentures to be issued to Skyline Members. At the Closing, CHC shall also pay by wire transfer of immediately available funds to the applicable payees specified on Schedule 1.7(a)(ii) of the Consideration Spreadsheet, the transaction expenses payable to each such payee as specified on Schedule 1.7(a)(ii) of the Consideration Spreadsheet; provided, however, that such transaction expenses shall not exceed, when added to the amount included in the determination of the CHC Cash Consideration pursuant to clause (a)(i) of Section 1.6, $50,000 in the aggregate.

Closing Payments. At the Closing, Buyer Purchaser will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% (i) the Base Price plus (ii) the Estimated Closing Cash, plus or minus, as applicable, (iii) the amount determined pursuant to Section 2.3(a) based on the Estimated Closing Working Capital (the sum of such amounts, the “Estimated Purchase Price”), by making the following disbursements in cash (items (D) and (E) being paid on behalf of the Closing Cash Consideration Latisys Companies): (A) to Seller, an amount equal to the Estimated Purchase Price, less the sum of the amounts paid pursuant to subsections (B), (C), (D) and (E) below; (B) to the Escrow Agent, the Working Capital Escrow Amount into an escrow account (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Working Capital Escrow Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established held by the Escrow Agent in accordance with the terms of the Escrow Agreement Agreement; (C) to the Escrow Agent, the Indemnity Escrow Amount into an escrow account (the “Indemnity Escrow Account”)) to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement; (D) to the holders of Company Indebtedness, an amount sufficient to pay in full the Company Indebtedness outstanding immediately prior to the Closing, pursuant to the Payoff Letters; and (E) to the Persons entitled thereto, the Company Transaction Expenses pursuant to instructions delivered to Purchaser no later than three (3) Business Days prior to the Closing.

Closing Payments. (a) At the Closing, Buyer will pay or cause Parent shall pay, on behalf of the Company, to be paid from such accounts designated in any payoff letters with respect to the Closing Purchase Price as Credit Agreement delivered at least two Business Days prior to Closing, the amount set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing;therein. (b) At the Closing, Parent shall pay, with respect to each holder of Series A Preferred Stock its Pro Rata Share of the aggregate Liquidation Preference Amount. (c) At the Closing, Parent shall pay, with respect to each Stockholder who shall have delivered to the Company, on or prior to the Closing Date a completed letter of transmittal substantially in the form of Exhibit D hereto (“Letter of Transmittal”), an amount equal to 66.67% the product of the number of Outstanding Shares held by such Stockholder and the Closing Cash Consideration (the “Closing Cash Payment”) via Date Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to the bank account designated in such Stockholder’s Letter of Transmittal. (d) At the Closing, Parent shall pay to the Company, for the benefit of and for payment to each Optionholder in accordance with this Article 2, by wire transfer of immediately available funds to one or more accounts designated by Seller the Company to Buyer in writing Parent at least five (5) two Business Days prior to the Closing Date, which may be the accounts aggregate amount of all In-the-Money Option Cancellation Payments. Promptly (but in no event later than five Business Days) following the Closing, Parent shall, with respect to each holder of an In-the-Money Option who shall have delivered to the Company on or prior to the Closing Date a completed Option Surrender Form relating to such Optionholder’s In-the-Money Option, cause the Surviving Corporation to pay to each Optionholder, in consideration of the Members cancellation of each In-the-Money Option held by such Optionholder immediately prior to the Effective Time, the applicable In-the-Money Option Cancellation Payment, less any required withholding Taxes and without interest thereon. For the avoidance of doubt, the sum of (i) all In-the-Money Option Cancellation Payments paid to holders of In-the-Money Options and (ii) the “Member Bank Accounts”)Final Merger Consideration paid in the Merger to holders of Company Common Stock shall not be greater than the Final Merger Consideration. (e) At the Closing, Parent shall pay, or cause the Seller Company to pay, by wire transfer of immediately available funds, the Estimated Unpaid Company Transaction Expenses (other than the “Seller’s Bank Account”Non-Waived 280G Benefits Amount, if any) to the applicable recipients thereof as set forth on the Pre-Closing Statement. (f) At the Closing, Parent shall deposit, or cause to be paid to Seller ordeposited, by wire transfer of immediately available funds an amount equal to the extent designated Adjustment Escrow Amount and the Additional Escrow Amount, in each case to be held in the Adjustment Escrow Account and Additional Escrow Account, as applicable, in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;terms of the Escrow Agreement. (cg) At the Closing, Parent will issue shall deposit, or cause to Sellerbe deposited, or, by wire transfer of immediately available funds to the extent an account designated by Seller in writing by the Securityholders’ Representative at least five (5) two Business Days prior to the Closing, the Securityholders’ Representative Expense Amount with the Securityholders’ Representative. The Securityholders’ Representative Expense Amount will be used to pay costs, fees and expenses incurred by or for the benefit of the Securityholders on or after the Closing Date and shall be paid or distributed at the direction of the Securityholders’ Representative as provided in accordance with Section 3.11the Letter of Transmittal and/or Option Surrender Form. (h) Any remaining cash unclaimed by holders of Outstanding Shares 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 Members in accordance with their respective Pro Rata Percentagesextent permitted by Applicable Law, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% become the property of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”);Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (di) Parent will deposit with Notwithstanding anything to the Escrow Agent a number of shares of unregistered Parent Common Stock equal contrary contained herein, the Surviving Corporation shall be entitled to 15.00% deduct and withhold from the applicable portion of the Stock Value divided by Final Merger Consideration otherwise payable pursuant to this Agreement, such amount as the Per Surviving Corporation is required to deduct and withhold with respect to such payment under the Code or any other Applicable Law, and if any such amounts are deducted and withheld, Parent Share Price (shall, or shall cause the “Indemnity Escrow Shares”) Surviving Corporation to, as the case may be, timely pay such amounts to the appropriate Governmental Authority. To the extent that amounts are so withheld and paid over, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)respect of which deduction and withholding was made.

Closing Payments. (a) At the Closing, Buyer will Industrea Parties shall pay or cause to be paid from Continental Stock Transfer & Trust Company, by wire transfer of immediately available funds, an amount (the Closing Purchase Price as set forth “Funding Amount”) equal to the difference of (i) the portion of the Merger Consideration (determined in accordance with Section 3.1(f) before giving effect to the adjustments provided for in Section 3.4) necessary to pay to each Pre-Closing Statement, subject Holder the applicable aggregate amount to any mutually agreed adjustments determined by Buyer and Seller which such Pre-Closing Holder is entitled to receive in respect of such Pre-Closing Holder’s shares of Company Stock pursuant to Section 3.4(a)3.1(g)(i) and Section 3.1(g)(ii) above, the following which shall not include any amounts to Seller or such other Persons as follows: otherwise payable in respect of any Dissenting Shares, minus (aii) the Financial Debt product of (x) the US Escrow Contribution Amount, multiplied by (y) the Aggregate Stock Escrow Percentage; provided, that Industrea Parties will promptly thereafter pay to the Exchange Agent any amounts by which the Funding Amount increases due to any Dissenting Shares becoming Preferred Shares or Common Shares (as set forth in the Payoff Letters and the unpaid Transaction Expenses applicable) in accordance with the payment instructions delivered by Seller to Buyer before the Closing;Section 3.7. (b) an amount As soon as reasonably practicable following the date hereof, the Company shall mail or otherwise deliver to each Pre-Closing Holder of shares of Company Stock (i) a letter of transmittal in the form attached hereto as Annex E (“Concrete Merger Letter of Transmittal”), and (ii) instructions for use in surrendering the Certificates and receiving the applicable portion of the Merger Consideration payable in respect of the shares of Company Stock represented thereby or otherwise held by such Pre-Closing Holder. After the Concrete Effective Time, each Pre-Closing Holder of shares of Company Stock, upon surrender of a Concrete Merger Letter of Transmittal, shall be entitled to receive from the Exchange Agent in exchange therefor (subject to the provisions of Section 3.4) such portion of the Merger Consideration into which such holder’s Common Shares and Preferred Shares (as applicable) shall have been converted as a result of the Merger as set forth on the Closing Consideration Schedule; provided, however, that a portion of the Merger Consideration otherwise payable to each Pre-Closing Holder equal to 66.67% the product of (i) the Closing Cash Consideration US Escrow Contribution Amount multiplied by (ii) such holder’s Escrow Percentage in respect of its shares of Company Stock shall be held in escrow in accordance with Section 3.4(d) and the “Closing Cash Payment”) via wire transfer to Escrow Agreement. Notwithstanding the bank accounts designated by Seller to Buyer foregoing, in writing at least five (5) Business Days the event that, prior to the Closing Date, which may be the accounts a Pre-Closing Holder delivers a Concrete Merger Letter of the Members (the “Member Bank Accounts”)Transmittal, or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date duly completed and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent validly executed in accordance with the Escrow Agreement instructions thereto, such Pre-Closing Holder shall be entitled to receive from the Exchange Agent in exchange therefor at the Closing such portion of the Merger Consideration as described in the immediately preceding sentence. In the event that any Pre-Closing Holder’s shares of Company Stock are certificated, such Pre-Closing Holder shall be required to surrender and deliver to the Exchange Agent all certificates (each, a “Certificate”) for such shares of Company Stock, or a duly completed affidavit of loss (in form and substance reasonably acceptable to Industrea) with respect to any lost, stolen, or destroyed Certificate, together with such Pre-Closing Holder’s Concrete Merger Letter of Transmittal, before such Pre-Closing Holder shall be entitled to receive payment of its applicable portion of the “Escrow Account”Merger Consideration pursuant to this Section 3.2(b). Pending such surrender of a Pre-Closing Holder’s Certificate(s), such Certificate(s) shall be deemed for all purposes to evidence such Pre-Closing Holder’s right to receive the portion of the Merger Consideration into which such shares of Company Stock shall have been converted as a result of the Merger.

Closing Payments. (a) At the Closing, Buyer will shall: a. Deliver to each Seller a promissory note, the form of which is attached hereto as Annex 1 (the “Note”), in the original principal amounts set forth below: i. Xxxx Xxxx: $2,025,000 ii. Xxx Xxxx: $675,000 b. Set aside in escrow the following amounts: (a) Fifty Thousand Dollars ($50,000) to secure the Sellers’ obligations with respect to the NWC Adjustment (the “NWC Escrow Amount”), plus (b) Two Hundred Thousand Dollars ($200,000) of Shares of Buyer’s common stock, based on the volume weighted moving average of Buyer common stock for the 10-day period ending on the close of trading on August 2, 2024, to secure Sellers’ indemnification obligations under Article IX hereof (the “Indemnification Escrow Amount”); and c. Deliver to each Seller Shares of Buyer common stock, based on the volume weighted moving average of Buyer common stock for the 10-day period ending on the close of trading on August 2, 2024, in the following amounts: i. Xxxx Xxxx: $787,500 ii. Xxx Fate: $262,500 (b) One day after the Closing Date, Buyer shall pay or cause to be paid from to the Closing Purchase Price as set forth in the Pre-Closing StatementSellers, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with their pro rata ownership of the payment instructions delivered by Seller to Buyer before the Closing; (b) Company’s Membership Interests, cash consideration in an amount equal to 66.67% of One Million Dollars ($1,000,000). For convenience, Sellers have directed Buyer to pay from these funds the Closing Cash Consideration (transaction expenses for which Sellers are responsible pursuant to Section 6.06 hereof. Sellers agree and understand that such payments will be netted from the “Closing Cash Payment”) via wire transfer cash payments they receive. Sellers further represent and warrant that after such payments are made, Sellers will not owe any transaction expenses to the bank accounts designated by Seller to Buyer any other third parties in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit connection with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)transactions contemplated herein.

Closing Payments. At Subject to the terms and conditions hereof, at the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing StatementAcquiror shall pay, subject to any mutually agreed adjustments determined unless otherwise stated, by Buyer and Seller pursuant to Section 3.4(a)wire transfer of immediately available funds, the following amounts to Seller or such other Persons as follows: (ai) each of the Financial Debt Adjustment Escrow Amount, Indemnification Escrow Amount, and Special Escrow Amount by wire transfer of immediately available funds to Citibank, N.A. as set forth in escrow agent of the Payoff Letters parties hereto (the “Escrow Agent”) (the Adjustment Escrow Amount, Indemnification Escrow Amount, and the unpaid Transaction Expenses Special Escrow Amount to each be held and invested by the Escrow Agent in accordance with the payment instructions delivered terms of an Escrow Agreement in the form attached hereto as Annex F (the “Escrow Agreement”)) pursuant to the terms of the Escrow Agreement; (ii) the Estimated Closing Date Indebtedness to the Company’s Lenders pursuant to the terms of pay-off letters, which have been provided to Acquiror by Seller the Company in writing at least three (3) Business Days prior to Buyer before Closing, and that are reasonably acceptable to Acquiror (the “Pay-off Letters”), to the Persons and in the amounts specified on the Estimated Closing Statement; (iii) the Holder Representative Expense Fund to the an account designated by the Holder Representative in writing at least three (3) Business Days prior to Closing; (biv) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer Estimated Holder Expenses to the bank accounts designated Persons entitled thereto as directed in writing by Seller to Buyer the Company in writing at least five three (53) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (cv) Parent will issue the amount of the Phantom Unit Cash Payment to SellerA-1 Engineering Korea, orInc., which entity shall make such payments to the extent designated by Seller in writing at least holders of Phantom Units as determined pursuant to Section 2.4(c) through its payroll systems no later than five (5) Business Days prior following the Effective Time, subject to the Closing Date and withholding in accordance with Section 3.112.9, to each holder of Phantom Units who has delivered a Phantom Unit Acknowledgment and Release to the Company; (vi) the portion of the Bonus Agreement Payment that is payable upon Closing, to A-1 Manufacturing, Inc.; and (vii) the amount equal to the Closing Consideration, minus the amount of the Phantom Unit Cash Payment, and minus the portion of the Bonus Agreement Payment that is payable upon Closing, to the Members in accordance with their respective Pro Rata PercentagesPaying Agent. The amounts paid or advanced by the Acquiror pursuant to Sections 2.5(b)(ii), (iv) and (v) shall constitute an equity contribution from the Acquiror to the Company and downstream equity contributions from the Company (or a number of shares of unregistered common stockSubsidiary, par value $0.001 per share, of Parent (“Parent Common Stock”as applicable) equal to 85.00% each applicable member of the Stock Value divided by Company Group on whose behalf Indebtedness, Holder Expenses, Phantom Unit Cash Payment, or the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% portion of the Stock Value divided by Bonus Agreement Payment that is payable upon Closing, is being paid or repaid, in each case made as of the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)time of Closing.

Closing Payments. At (a) Immediately after the ClosingEffective Time, the Buyer will shall pay or cause deposit: (i) with the Escrow Agent for deposit into the Adjustment Escrow Fund, the Adjustment Escrow Amount; (ii) with the Escrow Agent for deposit into the Indemnity Escrow Fund, the Indemnity Escrow Amount; (iii) subject to be paid from the Closing Purchase Price as fulfillment of the conditions set forth in Section 2.8, to each Stockholder, the Pre-portion of the Closing Statement, subject Merger Consideration in which the Stockholder shall be entitled to any mutually agreed adjustments determined by Buyer and Seller as of the Closing pursuant to Section 3.4(a2.6(a)(i); provided, that if any Stockholder has not satisfied the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as conditions set forth in Section 2.8(b), then the Buyer shall pay such Stockholder as promptly as practical after satisfaction of such conditions, but in no event prior to the Effective Time; (iv) with the Company, the portion of the Closing Merger Consideration to which the holders of In-the-Money Options and RSUs shall be entitled to as of the Closing pursuant to Section 2.6(b); (v) on behalf of the Company, the amount payable to each counterparty or holder of Payoff Letters and Indebtedness in order to fully discharge such Payoff Indebtedness and (vi) on behalf of the unpaid Company, the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with the payment instructions delivered by Seller to Buyer before the Closing;this Agreement; and (bvii) an amount equal to 66.67% of the Closing Cash Consideration (Equityholder Representative, the “Closing Cash Payment”Equityholder Representative Fund Amount; provided, that all payments made under this Section 2.7(a) via shall be made by wire transfer of immediately available funds in United States dollars to such account as may be designated to the bank accounts designated payor by Seller to Buyer the payee in writing at least five two (52) Business Days prior to the applicable payment date. (b) As promptly as practicable after the Effective Time, but in any event no later than the second regularly scheduled Company payroll date occurring on or after the Closing Date, which may be the accounts and as part of the Members (Total Merger Consideration, the “Member Bank Accounts”)Surviving Corporation shall, in exchange for the In-the-Money Options and the RSUs make the payment utilizing the Company’s payroll system in respect of each such In-the-Money Option or the Seller (the “Seller’s Bank Account”) RSU to be paid to Seller or, to the extent designated which each holder thereof is entitled as specified in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”2.6(b).

Closing Payments. At the Closing, Buyer Purchaser will pay make (or cause to be paid from made) the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(afollowing payments (or repayments), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with each case involving the payment instructions delivered of money by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer of immediately available funds to the bank account or accounts designated by Seller to Buyer Sellers’ Representative in writing at least five no later than three (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (53) Business Days prior to the Closing Date and in accordance with Section 3.11(or designated by such other Person or method as specified below): (a) to Sellers, the Estimated Closing Equity Value (which shall not include the Estimated Tax Distribution Amount) as follows: (i) payment to the Members in accordance with their respective Pro Rata Percentages, Non-Cash Seller of a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) Stock equal to 85.00% (A) Five Million Dollars ($5,000,000.00), divided by (B) the Closing Date Stock Price, subject to the terms of the Stock Investor Rights Agreement; (ii) payment to each Seller other than Xxxxxxx Xxxxxxx, Ltd. of an amount equal to the portion of the Estimated Closing Equity Value divided opposite such Seller’s name on the Closing Equity Value Schedule; and (iii) after application of clauses (i) and (ii) above, payment to Xxxxxxx Xxxxxxx, Ltd. of the remainder of the Estimated Closing Equity Value; (b) on behalf of the Acquired Company Entities, the amounts of Indebtedness indicated in the payoff letters delivered pursuant to Section 7.03(f)(iii), to the Persons or bank accounts specified in such payoff letters; (c) on behalf of the Acquired Company Entities, an amount equal to certain Company Transaction Expenses, as directed by the Per Parent Share Price Sellers’ Representative, as evidenced by invoices (the “Closing Stock Payment”including wire instructions) delivered to Purchaser pursuant to Section 7.03(f)(iv), to each Person who is owed a portion thereof; (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% on behalf of the Stock Sellers’ Representative, payment to each of the Persons identified on the Closing Equity Value divided Schedule by the Per Parent Share Price Sellers’ Representative, subject to applicable employee tax, FICA, and other withholding requirements which shall also be set forth on the Closing Equity Value Schedule by the Sellers’ Representative (the “Indemnity Escrow Shares”amounts distributed pursuant to this Section 2.04(d) in an account are part of the Sale Bonuses); and (e) to be established by Sellers’ Representative, the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Estimated Tax Distribution Adjustment.

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) Prior to the Financial Debt as set forth in Effective Time, Parent shall enter into an agreement reasonably satisfactory to the Payoff Letters and the unpaid Transaction Expenses in accordance Company with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration Paying Agent (the “Closing Cash PaymentPaying Agent Agreement”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five ). No later than one (51) Business Days Day prior to the Closing Date, which may Parent shall deposit or cause to be deposited with the Paying Agent a cash amount in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments under this ARTICLE II together with the Paying Agent’s fees and expenses (such cash being hereinafter referred to as the “Exchange Fund”) in trust for the benefit of the holders of the Shares, vested RSUs and Phantom Shares. The Paying Agent shall invest the Exchange Fund as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this ARTICLE II shall be promptly returned to Parent or the Surviving Corporation, as requested by Parent. The funds deposited with the Paying Agent pursuant to this Section 2.5(a) shall not be used for any purpose other than as contemplated by this Section 2.5(a). (b) At the Closing, Parent shall pay or cause to be paid, on behalf of the Company, the amounts set forth in the Pay-off Letters delivered pursuant to Section 3.1(a), to the extent included in Closing Indebtedness Amount, by wire transfer of immediately available funds to the accounts of the Members (applicable lenders or other parties as set forth in the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Pay-off Letters.

Closing Payments. (a) At the Closing, Buyer will Purchaser shall pay or cause to be paid from paid, on behalf of the Company, to such accounts designated in any Payoff Letters (which shall be delivered to Purchaser promptly after execution and delivery of this Agreement), the amounts set forth in such Payoff Letters by wire transfer of immediately available funds. (b) At the Closing, Purchaser shall pay to the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to that portion of the Closing Purchase Price Date Cash Consideration, which shall be paid by the Paying Agent to each Tendering Stockholder in accordance with Section 2.8, equal to (i) with respect to holders of Outstanding Common Shares, the product of (A) the number of Outstanding Common Shares held by such Tendering Stockholder and (B) the product of (1) the Closing Date Per Share Merger Consideration and (2) the difference (expressed as a percentage) equal to one (1) minus the Closing Date Stock Consideration Percentage, in each case, as set forth on the Allocation Schedule, and (ii) with respect to holders of Outstanding Preferred Shares, (A) the product of the number of As-Converted Outstanding Preferred Shares held by such Tendering Stockholder and the applicable Preference Payment, plus (B) the product of (1) the number of As-Converted Outstanding Preferred Shares held by such Tendering Stockholder and (2) the product of (x) the Closing Date Per Share Merger Consideration and (y) the difference (expressed as a percentage) equal to one (1) minus the Closing Date Stock Consideration Percentage, in each case, as set forth on the Allocation Schedule, which amounts shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in such Stockholder’s Letter of Transmittal. By virtue of its delivery of the Exchange Documents, each Tendering Stockholder shall be deemed to (i) approve of this Agreement (including the liabilities and covenants of such Stockholder set forth in this Agreement), the Escrow Agreement, the Paying Agent Agreement, the other Related Documents and all of the arrangements relating hereto and thereto and (ii) approve the appointment of the Seller Representative in accordance with the terms of this Agreement. (c) At the Closing, Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds, with the Escrow Agent, an amount equal to the Escrow Amount to be held in the Escrow Account in accordance with the terms of the Escrow Agreement. (d) With respect to Optionholders other than Non-Employee Optionholders, at the Closing, Purchaser shall pay to the Company, for the benefit of and for payment to the Optionholders in accordance with this Article 2, by wire transfer of immediately available funds to one or more accounts designated by the Company to Purchaser, the aggregate amount of all In- the-Money Vested Option Cancellation Payments (other than any Options held by Non-Employee Optionholders). Promptly following the Closing, Purchaser shall, with respect to each such holder of an In-the-Money Vested Option, who shall have delivered to the Company on or prior to the ACTIVE 274341277 Closing Date a completed Option Surrender Form relating to such Optionholder’s In-the-Money Vested Options, cause the Surviving Company to pay to such holder, through the Surviving Company’s payroll system (with respect to Optionholders who are employed by the Company Group at the time of such payment) or pursuant to the payment instructions set forth in such holder’s Option Surrender Form (with respect to Optionholders who are not employed by the Company Group at the time of such payment), in consideration of the cancellation of such In-the- Money Vested Option, the applicable In-the Money Vested Option Cancellation Payment, less any required withholding Taxes, and without interest thereon. Such In-the-Money Vested Option Cancellation Payment shall be payable by the Company in cash and such cash consideration shall not increase the amount of Purchaser Common Stock received as consideration by the holders of Company Common Stock and Company Preferred Stock at the Closing. (e) With respect to the Optionholders set forth on Schedule 2.9(e) (the “Non- Employee Optionholders”), at the Closing, Purchaser shall pay to the Company, for the benefit of and for payment to the Non-Employee Optionholders in accordance with this Article 2, by wire transfer of immediately available funds to one or more accounts designated by the Company to Purchaser, the aggregate amount of all Non-Employee Option Cash Cancellation Payments. Promptly following the Closing, Purchaser shall, with respect to each such Non-Employee Optionholder, who shall have delivered to the Company on or prior to the Closing Date a completed Option Surrender Form (including a representation as to such Non-Employee Optionholder’s qualification as an “accredited investor” as defined in Regulation D promulgated under the Securities Act) relating to such Optionholder’s In-the-Money Vested Options, (i) cause the Surviving Company to pay to such holder, pursuant to the payment instructions set forth in such holder’s Option Surrender Form, the applicable Non-Employee Option Cash Cancellation Payment, less any required withholding Taxes on account of such Non-Employees In-the-Money Vested Option Cancellation Payment, and (ii) shall issue to and pay the applicable Non-Employee Option Purchaser Stock Cancellation Payment, in each case, without interest thereon, in consideration of the cancellation of such In-the-Money Vested Option. (f) At the Closing, Purchaser shall pay, or cause the Surviving Company to pay, by wire transfer of immediately available funds, the Estimated Selling Expenses to the applicable recipients and designated accounts thereof as set forth on the Pre-Closing Statement. (g) In the event that any stock certificate representing Outstanding Common Shares or Outstanding Preferred Shares has been lost, subject stolen or destroyed, upon the making of a customary affidavit of that fact by the Stockholder claiming such certificate to any mutually agreed adjustments determined be lost, stolen or destroyed, the Surviving Company will pay, in exchange for the Outstanding Common Shares or Outstanding Preferred Shares represented by Buyer and Seller such lost, stolen or destroyed certificate, the consideration to which such Stockholder would otherwise be entitled pursuant to Section 3.4(a2.11(b); provided, however, that Purchaser may, in its discretion, and as a condition precedent to the following amounts payment thereof, require the Stockholder who is the owner of such lost, stolen or destroyed certificate to Seller provide an indemnification agreement, in a form and substance reasonably acceptable to Purchaser, against any claim that may be made against Purchaser with respect to the certificate alleged to have been lost, stolen or such other Persons as follows:destroyed. (ah) the Financial Debt Any remaining cash unclaimed by holders of Outstanding Common Shares or Outstanding Preferred Shares as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days a date that is immediately prior to the Closing Date, which may be the accounts such time as such amounts ACTIVE 274341277 would otherwise escheat to or become property of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller orany Governmental Authority shall, to the extent designated in accordance with Section 3.11permitted by applicable Law, become the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto. (i) Notwithstanding anything to the Members contrary contained herein, each of Purchaser and its Affiliates, the Escrow Agent, and, effective upon the Closing, the Company shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement and any subsequent adjustments thereto, such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of federal, state, local or foreign Tax law or under any other applicable Law. If Purchaser, any of its Affiliates, or the Escrow Agent intends to withhold any Taxes from any amounts payable pursuant to this Agreement, it shall use reasonable best efforts to provide prior notice of such withholding to the Company as soon as reasonably practicable after it determines withholding is required. To the extent that such amounts are so deducted or withheld and timely remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in accordance with their respective Pro Rata Percentages;respect of which such deduction or withholding would otherwise have been paid. (cj) Parent All payments made by Purchaser pursuant to this Section 2.10 will issue to Seller, or, be made by wire transfer of immediately available funds to the extent designated accounts specified by Seller in writing at least five (5) Business Days the Company prior to the Closing Date Closing, and in accordance with Section 3.11, to Purchaser shall rely on the Members in accordance with their respective Pro Rata Percentages, a number accuracy of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided such accounts delivered by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent Company to Purchaser and will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) not be liable in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)any way for any inaccuracy thereof.

Closing Payments. (a) At the Closing, the Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followsshall: (ai) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance deposit with the payment instructions delivered by Seller to Buyer before the ClosingPayments Administrator, an amount as specified in Section 2.9(a); (bii) an amount equal to 66.67% pay on behalf of the Closing Cash Consideration (Company, or cause the “Closing Cash Payment”) via Surviving Corporation to pay, by wire transfer of immediately available funds to the bank accounts or accounts designated by Seller to Buyer the respective payee in writing at least no later than five (5) Business Days prior to the 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 may be amount is set forth in the accounts applicable payoff letter (or similar release upon payment) received from such lender or holder in a form reasonably satisfactory to the Buyer, in exchange for such lender’s or holder’s release of its Liens upon the assets of the Members Company and release of the Company from any obligations under such Indebtedness (the collectively, “Member Bank Accounts”), or the Seller (the “Seller’s Bank AccountPayoff Letters”) and (B) to be paid each Person entitled to Seller orany Unpaid Transaction Expenses, the amount of Unpaid Transaction Expenses payable to such Person as set forth in an invoice or other documentation in a form reasonably satisfactory to the Buyer and as identified on the Preliminary Closing Statement; (iii) pay to the Stockholder Representative, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent bank account designated by Seller the Stockholder Representative in writing at least five no later than three (53) Business Days prior to the Closing Date and in accordance with Section 3.11Date, the Stockholder Representative Expense Amount; (iv) pay to the Escrow Agent, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an bank account to be established 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 Escrow Agreement (the “Escrow Account”), an amount equal to $400,000 (the “Escrow Amount”) to secure the Stockholders’ obligations under Article VI and Section 2.11(h); and (v) retain an amount equal to $150,000 (the “Purchase Price Adjustment Holdback Amount”) to secure the Stockholders’ obligations under Section 2.11(h). (b) If a Stockholder delivers to the Payments 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 in cash equal to the applicable Closing Per Share Merger Consideration for the Shares surrendered pursuant to such Letter of Transmittal, without interest, and such Shares shall, at the Closing, be cancelled. If a Stockholder does not submit such Xxxxxxxxxxx’s 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 in cash equal to: the applicable Closing Per Share Merger Consideration for the Shares surrendered pursuant to such Letter of Transmittal, without interest, 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 provisions of this Section 2.10, 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, in cash, without interest, 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 6.7, as applicable). (c) At the Effective Time, the stock transfer books of the 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 was outstanding immediately prior to the Effective Time (other than Cancelled Shares) is surrendered to the Surviving Corporation, it shall be cancelled and exchanged as provided in this Section 2.10. (d) All cash paid upon conversion of the Shares in accordance with the terms of this Article II shall be deemed to have been paid 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 Corporation shall be entitled to require the Payments Administrator to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Payments Administrator and which have not been disbursed to Stockholders, and such funds shall thereafter become the property of the Surviving Corporation. Thereafter, such holders shall be entitled to look to the Surviving Corporation (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 unclaimed by Stockholders 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 extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto.

Closing Payments. At On the ClosingClosing Date, Buyer will pay the Purchaser shall deliver, or cause to be paid from delivered, the Closing Purchase Price following: (a) to a fund (the “Exchange Fund”) held by the Exchange Agent, an amount in immediately available funds and shares of Purchaser Common Stock representing the Initial Merger Consideration, less ninety percent (90%) of the amount of cash and number of shares of Purchaser Common Stock delivered to the Escrow Account pursuant to clause (c) below, to be held by the Exchange Agent for the benefit of the Holders for payment in accordance with this Article III; (b) to the Exchange Fund, an amount in immediately available funds and shares of Purchaser Common Stock representing the Initial Carve-Out Payment, less ten percent (10%) of the amount of cash and number of shares of Purchaser Common Stock delivered to the Escrow Account pursuant to clause (c) below, to be held by the Exchange Agent for the benefit of the Carve-Out Participants for payment in accordance with this Article III; (c) to the Escrow Agent pursuant to Section 3.13, an amount in immediately available funds and shares of Purchaser Common Stock representing the Escrow Amount; (d) on behalf of the Company, to such account or accounts as designated by (i) if a Payoff Letter has been executed in respect of such Payoff Indebtedness, the applicable lender or agent in each Payoff Letter an amount in immediately available funds equal to the Loan Pay-Off Amount for the Payoff Indebtedness to which such Payoff Letter relates and (ii) if no Payoff Letter has been executed in respect of such Payoff Indebtedness, the applicable creditor or counterparty an amount equal to the Loan Pay-Off Amount for such Payoff Indebtedness as set forth in the PreLoan Pay-Closing Off Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows:; and (ae) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% on behalf of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller orCompany, to the extent designated in accordance with Section 3.11, account or accounts as the Company specifies to the Members Purchaser in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to Estimated Transaction Expense Statement the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% aggregate amount of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Estimated Transaction Expenses.

Closing Payments. At the Closing, Buyer will shall pay or shall cause to be paid from paid, by wire transfer of immediately available funds: (i) an amount equal to the Closing Estimated Adjusted Purchase Price, less the Escrow Amount, to an account or accounts designated in writing by Seller; provided that in the event the Financing has not been obtained prior to the Closing, Buyer may elect to pay up to $75,000,000 of the Estimated Adjusted Purchase Price in promissory notes; any such notes paid to Seller under this clause (i) shall be in the form described on Schedule 1.03(b) (the “Purchase Price Notes”); provided, further, that if any amount of the Estimated Adjusted Purchase Price is paid in promissory notes, such notes shall first be allocated to fund the Escrow Amount in accordance with clause (ii) below; (ii) the Escrow Amount into the Escrow Accounts established pursuant to the terms and conditions of an escrow agreement by and among Buyer, Seller and Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”); provided, that if Buyer elects to deliver promissory notes in lieu of cash in accordance with clause (i), Buyer shall fund the Escrow Amount by delivering to the Escrow Agent at least $500,000 in cash and the remainder of the Escrow Amount in promissory notes in the form described on Schedule 1.03(b) (the “Escrow Notes”); (iii) the amounts set forth in the payoff letters delivered pursuant to Section 1.03(c)(iv) necessary to discharge such Subject Debt, to the accounts designated by the holders of such Subject Debt in their respective payoff letters; (iv) the amounts to satisfy the Transaction Expenses owed to third parties as set forth in the Pre-Closing Estimated Adjusted Purchase Price Statement, subject to any mutually agreed adjustments determined the accounts designated by Buyer and Seller pursuant to Section 3.4(a), the following Company; and (v) the amounts to Seller or such other Persons as follows: (a) satisfy the Financial Debt Transaction Bonuses as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller orEstimated Adjusted Purchase Price Statement, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent account designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Company.

Closing Payments. At Subject to the terms and conditions of this Agreement, at the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined deliver by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followswire transfer of immediately available funds to: (a) subject to Section 2.6 hereof, each holder of APX Common Shares, APX Series D Warrants, Solar Common Shares or 2GIG Common Shares, the Financial Debt portion of the APX Closing Merger Consideration, Solar Closing Merger Consideration or 2GIG Closing Merger Consideration, as applicable, payable to such holder as set forth on the Closing Payments Schedule, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in the Payoff Letters Acknowledgement/Release Letter completed and the unpaid Transaction Expenses in accordance with the payment instructions delivered executed by Seller to Buyer before the Closingsuch holder; (b) an subject to Section 2.6 hereof, each holder of APX Series A Preferred Shares or APX Series D Preferred Shares, the amount equal payable to 66.67% of such holder pursuant to Section 1.7(a)(iii) or 1.7(a)(iv), as applicable, as set forth on the Closing Cash Consideration (the “Closing Cash Payment”) via Payments Schedule, which amount will be paid by wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated immediately available funds in accordance with Section 3.11, to the Members instructions set forth in accordance with their respective Pro Rata Percentagesthe Acknowledgement/Release Letter completed and executed by such holder; (c) Parent will issue subject to SellerSection 2.6 hereof, oreach holder of Solar Series B Preferred Shares, the amount payable to the extent designated by Seller in writing at least five (5such holder of Solar Series B Preferred Shares pursuant to Section 1.7(b)(iv) Business Days prior to as set forth on the Closing Date and Payments Schedule, which amount will be paid by wire transfer of immediately available funds in accordance with Section 3.11, to the Members instructions set forth in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided Acknowledgement/Release Letter completed and executed by the Per Parent Share Price (the “Closing Stock Payment”)such holder; (d) Parent each Person listed on the Net Funded Debt Payment Schedule, the amount set forth opposite such Person’s name, which amount will deposit with the Escrow Agent a number be paid by wire transfer of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent immediately available funds in accordance with the instructions set forth in the Net Funded Debt Payment Schedule; (e) each Person listed on the Transaction Expense Payment Schedule, the amount set forth opposite such Person’s name, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in the Transaction Expense Payment Schedule; (f) Alarm Contracts, LLC and RBS (as defined in the RBS Agreement), on behalf of AP AL LLC, the RBS Repurchase Amount, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth on the Estimated Closing Statement; (g) Riverwoods Capital Fund II, LLC and Riverwoods Capital Fund III, LLC, on behalf of Vivint, Inc., the Riverwoods Repurchase Amount, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth on the Estimated Closing Statement; (h) the Escrow Agreement Agent, (i) the APX Escrow Amount, to be held in the APX Escrow Fund, (ii) the Solar Escrow Amount, to be held in the Solar Escrow Fund, (iii) the 2GIG Escrow Amount, to be held in the 2GIG Escrow Fund, (iv) an amount equal to the aggregate amount of the maximum potential APX Employee Post-Closing Payments listed on the APX Employee Payment Schedule (net of the portion thereof to be allocated to an Escrow Fund or a Representative Fund, as identified on the APX Employee Payment Schedule) (such aggregate amount, the “APX Employee Escrow AccountAmount”), to be held in the APX Employee Escrow Fund, (v) the APX Adjustment Escrow Amount, to be held in the APX Adjustment Escrow Fund, (vi) the Solar Adjustment Escrow Amount, to be held in the Solar Adjustment Escrow Fund, and (vii) the 2GIG Adjustment Escrow Amount, to be held in the 2GIG Adjustment Escrow Fund; (i) the applicable Representative, (i) the APX Representative Expense Amount, to be held in the APX Representative Expense Fund, (ii) the Solar Representative Expense Amount, to be held in the Solar Representative Expense Fund, and (iii) the 2GIG Representative Expense Amount, to be held in the 2GIG Representative Expense Fund; (j) APX, the aggregate amount of the APX Employee Closing Payments as set forth on the APX Employee Payment Schedule, and Buyer will cause the APX Surviving Corporation to, on the first applicable scheduled payroll date following the Closing, pay to each applicable Person set forth thereon the applicable APX Employee Closing Payment as set forth on the APX Employee Payment Schedule; (k) Solar Sub, the aggregate amount of the Solar Sub Employee Closing Payments as set forth on the Solar Sub Employee Payment Schedule, and Buyer will cause Solar Sub to, on the first scheduled payroll date following the Closing, pay to each Person set forth thereon the applicable Solar Sub Employee Closing Payment as set forth on the Solar Sub Employee Payment Schedule; and (l) 2GIG, the aggregate amount of the 2GIG Employee Closing Payments as set forth on the 2GIG Employee Payment Schedule, and Buyer will cause 2GIG to, on the first scheduled payroll date following the Closing, pay to each Person set forth thereon the applicable 2GIG Employee Closing Payment as set forth on the 2GIG Sub Employee Payment Schedule.

Closing Payments. At the Closing, Buyer will shall pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statementpaid, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followswire transfers of immediately available funds: (a) an aggregate amount in cash equal to the Financial Base Purchase Price less the amount of the Outstanding Funded Debt as set forth in the Payoff Letters (if any) and the unpaid Transaction Unpaid Selling Expenses (if any) (the “Closing Payment”) to an account or accounts as designated in accordance with writing by Sellers (the payment instructions delivered by Seller to Buyer before the Closing“Sellers’ Account”); (b) an amount equal to 66.67% all of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer Unpaid Selling Expenses to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated Persons entitled thereto in accordance with the certificate contemplated by Section 3.11, to the Members in accordance with their respective Pro Rata Percentages7.1(j); (c) Parent will issue all of the Outstanding Funded Debt to Seller, or, be repaid in full to the extent designated Persons entitled thereto pursuant to the payoff letters to be obtained by Seller in writing at least five (5) Business Days Sellers prior to the Closing Date in form and in accordance with Section 3.11, substance reasonably acceptable to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price Buyer and its lenders (the “Closing Stock PaymentPayoff Letters”);, which Payoff Letters will state, among other things, that upon satisfaction of the terms and conditions contained in such Payoff Letters the Outstanding Funded Debt shall be paid in full and all Liens and guarantees relating to the Funded Debt shall be released without any further action on the part of such lender; and (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock an aggregate amount in cash equal to 15.00% the amount of the Stock Value divided by funds held in the Per Parent Share Price (Vist Accounts, which amount shall not be more than $98,000, to the “Indemnity Escrow Shares”) Sellers’ Account. Buyer and Sellers acknowledge that, following the Closing Date, the Company shall be and remain solely liable to the Obligee for the Assumed Liabilities, which Buyer agrees to and shall cause the Company to fully pay to the Obligee and satisfy, in an account the Ordinary Course of Business of the Company, subject to any rights or defenses that the Company may have against the Obligee with respect to such Assumed Liabilities. Effective as of and at all times following the Closing Date, the Sellers shall not have any responsibility for the payment of any of the Assumed Liabilities to the Obligee; provided, however, that nothing in this paragraph shall be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)deemed to limit Buyer’s rights against Sellers, or Sellers’ obligations to Buyer, under Article 9 of this Agreement.

Closing Payments. At (i) As soon as practicable following the ClosingEffective Time, Buyer will pay or cause and in no event later than 5:00pm California time on the first (1st) Business Day following the Business Day on which the Effective Time occurs, Parent shall deliver an amount equal to be paid from (A) the Adjusted Merger Consideration less (B) the Base Escrow Amount, less (C) the Sales Tax Escrow Amount less (D) the Securityholder Representative Expenses Reserve to a paying agent, selected by Parent in its sole discretion, by wire transfer of immediately available funds to an account designated by the paying agent. (ii) Following the Closing Purchase Price as Date, Parent or its paying agent shall mail a letter of transmittal in Parent’s standard form (the “Letter of Transmittal”) to each Company Stockholder, and, to the extent such Company Stockholder has not already executed and delivered a Joinder Agreement and Stockholder Waiver to Parent, a Joinder Agreement and Stockholder Waiver to each Company Stockholder, in each case at the address set forth in opposite such Company Stockholder’s name on the Pre-Closing StatementDate Spreadsheet. (iii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its paying agent, subject to together with the Letter of Transmittal and any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(aother instruments that Parent or its paying agent may reasonably require (the “Exchange Documents”), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters duly completed and the unpaid Transaction Expenses validly executed in accordance with the payment instructions delivered thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent’s paying agent in exchange therefor, that portion of the Adjusted Merger Consideration into which the shares of Company Capital Stock represented by Seller such Company Stock Certificate have been converted pursuant to Buyer before Section 2.7 hereof (determined, solely for purposes of this Section 2.10(b), as if the Closing;Adjusted Merger Consideration equaled the Adjusted Merger Consideration less the Base Escrow Amount less the Sales Tax Escrow Amount and less the Securityholder Representative Expenses Reserve). Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Adjusted Merger Consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7 hereof. (biv) an Promptly following the Effective Time, Parent shall cause the paying agent to deliver the amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer provided for in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”Section 2.7(f) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, each holder of Company Warrants that has executed a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Warrant Termination Agreement.

Closing Payments. At the Closing, Buyer will pay or cause (i) Prior to be paid from the Closing Purchase Price Date, after consultation with Parent and in compliance with applicable Law, the Company shall mail a letter of transmittal in substantially the form attached hereto as Exhibit E (the “Letter of Transmittal”) to each Company Shareholder at the address set forth in opposite each such Company Shareholder’s name on the Pre-Closing StatementSpreadsheet. (ii) Upon surrender of a certificate that formerly represented their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, subject to together with the Letter of Transmittal, Form W-9 or the appropriate series of Form W-8 and any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(aother instruments that Parent or its agent reasonably requests (the “Exchange Documents”), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters duly completed and the unpaid Transaction Expenses validly executed in accordance with the payment instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, that portion of the Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 (determined, solely for purposes of this Section 2.10(c), as if the Final Adjusted Merger Consideration required to determine the Merger Consideration in accordance with the definition thereof was the Estimated Adjusted Merger Consideration), less the sum of (A) such Company Shareholder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent pursuant to Section 2.10(a) and (B) such Company Shareholder’s Pro Rata Portion of the Expense Escrow Amount contributed with the Escrow Agent pursuant to Section 2.10(b). Parent or its agent shall deliver such consideration (which, for the avoidance of doubt, may be delivered in a book-entry or similar position through The Depository Trust & Clearing Corporation or any other depository or similar functionary, credited to an account for the benefit of such Company Shareholder) specified in the preceding sentence to a Company Shareholder promptly following the receipt by Seller Parent or its agent of such Company Shareholder’s Company Stock Certificates and Exchange Documents, duly completed and validly executed in accordance with the instructions thereto. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to Buyer before evidence only the Closing;right to receive the portion of the Merger Consideration into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7. (biii) an amount equal to 66.67% of Notwithstanding the Closing Cash Consideration (the “Closing Cash Payment”foregoing in this Section 2.10(c) via wire transfer and subject to the bank accounts designated by Seller Company’s timely compliance with Section 6.14, in the event that any Company Shareholder delivers Company Stock Certificates and duly completed and executed Exchange Documents for his, her or its shares of Company Capital Stock to Buyer in writing Parent at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), Parent shall deliver or the Seller (the “Seller’s Bank Account”) cause to be paid delivered the applicable consideration for such shares of Company Capital Stock to Seller or, to the extent designated such Company Shareholders in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; 2.10(c)(ii) within one (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (51) Business Days prior to Day after the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Date.

Closing Payments. At the ClosingClosing and immediately prior to the Effective Time, Buyer will pay or shall (and Parent shall cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows:to): (a) deposit with the Financial Debt as set forth in Paying Agent, by wire transfer of immediately available funds, an amount equal to the Payoff Letters aggregate Closing Merger Consideration Per Share Payment and consideration to holders of Company Warrants to be paid, with respect to all shares of Company Capital Stock and Company Warrants, to the unpaid Transaction Expenses holders of Company Capital Stock and Company Warrants, for payment by the Paying Agent to the holders thereof in accordance with the payment instructions delivered by Seller to Buyer before the ClosingSection 2.7; (b) deposit with the Company, by wire transfer of immediately available funds, an amount amount, for the benefit of the holders of Company Options, equal to 66.67% the Closing Date Aggregate Option Payment Amount, for payment to the holders thereof through the Company’s payroll (or by check for any holder who is not a current employee of the Company) in accordance with Section 2.3; (c) deposit with SunTrust Bank(the “Escrow Agent”), by wire transfer of immediately available funds, $36,250,000 (to be held in a separate account and together with all interest accrued thereon, the “Indemnity Escrow Funds”) and $2,000,000 (to be held in a separate account and together with all interest accrued thereon, the “Purchase Price Adjustment Escrow Funds”), with the Indemnity Escrow Funds and Purchase Price Adjustment Escrow Funds to be held and released in accordance with the terms of this Agreement and the Escrow Agreement; (d) pay, to the Stockholder Representative, by wire transfer of immediately available funds, $1,000,000 (the “Stockholder Representative Expense Funds”), to be held and used by the Stockholder Representative for its costs and expenses incurred in connection with its services as the Stockholder Representative under this Agreement, with any funds remaining following the end of such service to be released in accordance with the terms of this Agreement; (e) pay, on behalf of the Company, by wire transfer of immediately available funds, all amounts owing as of the Closing Cash Consideration Date under (or otherwise required in connection with the “Closing Cash Payment”termination of) via wire transfer to the bank accounts designated by Seller to Buyer Credit Facilities, as contained in writing the applicable payoff letters provided at least five (5) two Business Days prior to the Closing Date; and (f) pay, which may be the accounts on behalf of the Members (Company, by wire transfer of immediately available funds, the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, Transaction Expenses to the extent designated Persons and in accordance with Section 3.11, the amounts as directed by the Company by written instruction provided to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing Buyer at least five (5) two Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Date.

Closing Payments. At the Closing, Buyer will shall: (i) pay to the Seller Representative, on behalf of Sellers, the Cash Purchase Price in immediately available funds to the bank account set forth on Schedule 1.6(a)(i); (ii) cause Parent to issue to Sellers the Closing Equity Purchase Price (which shall be subject to adjustment pursuant to Section 1.6(b) and Section 1.10), it being understood and agreed that the Closing Equity Purchase Price shall be retained by Parent and shall be available to satisfy claims of Buyer pursuant to Section 1.7 and indemnification claims pursuant to Article 9, in each case in accordance with the terms set forth in this Agreement and the Parent LLC Agreement; provided, however, concurrently with the Closing, each Seller shall distribute, either directly or through one or more of its Affiliates, such Seller’s portion of the Closing Equity Purchase Price to the Seller Representative, as the ultimate owner of each Seller, and, for administrative convenience, each Seller, on behalf of itself and its Affiliates, hereby directs each of Buyer and Parent to issue the Closing Equity Purchase Price to which such Seller is entitled hereunder directly to the Seller Representative; and (iii) cause Parent to issue to Sellers the Nonforfeitable Equity Amount; provided, however, concurrently with the Closing, each Seller shall distribute, either directly or through one or more of its Affiliates, such Seller’s portion of the Nonforfeitable Equity Amount to the Seller Representative, as the ultimate owner of each Seller, and, for administrative convenience, each Seller, on behalf of itself and its Affiliates, hereby directs each of Buyer and Parent to issue the Nonforfeitable Equity Amount to which such Seller is entitled hereunder directly to the Seller Representative; (iv) repay, or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statementrepaid, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a)on behalf of Sellers, the following amounts to Seller or such other Persons as follows: (a) Payoff Amount in accordance with the Financial Debt as instructions set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Letter.

Closing Payments. At the Closing(a) Subject to subparagraphs (b), (c) and (d) below, Buyer will at Closing shall pay or cause to be paid from Seller the Closing Purchase Price as Creditor Amount and the Operating Amount set forth in Section 3.1 by wire transfer of immediately available funds to such bank account of Seller as it may designate in writing prior to the Pre-Closing Statement, subject Closing. Buyer will execute and deliver the Note to any mutually agreed adjustments determined by Buyer TSB and Seller pursuant to Section 3.4(a), the following amounts Warrants to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the at Closing;. (b) If, prior to Closing, (i) Buyer and TSB enter into an amount equal intercreditor agreement in a form acceptable to 66.67% Buyer and (ii) Buyer is reasonably satisfied that Imagyn is current in the payment of Imagyn's expenses in connection with Seller's brachytherapy seed business, Buyer shall advance cash funds to Seller on a weekly basis. The amounts of such weekly cash advances shall be determined by Buyer in good faith after consultation with Seller. (c) Buyer agrees to satisfy the following obligations of Seller out of the Closing Cash Consideration Operating Amount payable at Closing: (the “Closing Cash Payment”i) via wire transfer first, all amounts, including interest thereon, owed to the bank accounts designated Buyer for operating funds advanced by Buyer to Seller on and after December 4, 2000; and after satisfaction thereof (ii) then all amounts, including interest thereon, owed by Seller to TSB for operating funds advanced by TSB to Seller on and after January 10, 2001.. (d) Buyer in writing at least five (5) Business Days prior agrees to satisfy the Closing Date, which may be the accounts following obligation of Seller out of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) Creditor Amount at Closing: $103,000 to be paid to certain employees of Seller orfor vacation and expense accounts accrued as of February 28, 2001, as adjusted for accruals thereafter to the date of Closing. The remainder of the Creditor Amount shall be used to reduce accounts payable to unsecured creditors as contemplated by Section 9.5 below. (e) Seller hereby authorizes Buyer, on Seller's behalf, to pay the extent designated amounts set forth in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; clauses (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with directly to the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)affected parties at Closing.

Closing Payments. At the Closing, Buyer will shall pay or cause to be paid from by wire transfer of immediately available cash funds: (a) the Closing Purchase Price as Credit Agreement Payoff Amount in accordance with the instructions set forth in the PrePay Off Letters; (b) amounts designated by the Company to fund Unpaid Transaction Expenses to be paid at the Closing to parties designated by the Company by written notice to Buyer at least three (3) Business Days before the Closing Date; and (c) an aggregate amount equal to the Merger Consideration calculated based on the estimates provided pursuant to, and in accordance with, Sections 1.07 and 1.08 (the “Closing Merger Consideration”) to the following Persons in the following amounts: (i) to the Escrow Agent, an amount equal to the sum of the Post-Closing StatementAdjustment Deposit and the Indemnification Escrow Deposit, subject such amounts to any be delivered, held and disbursed in accordance with the terms of Sections 1.11 and 7.03, respectively, and the Escrow Agreement; (ii) to an account designated by the Stockholders’ Representative by written notice to Buyer at least three (3) Business Days before the Closing Date, the Stockholders’ Representative Reserve Amount, to be held by the Stockholders’ Representative in accordance with the terms of the Sellers’ Agreement; and (iii) to The Bank of New York Mellon Trust Company, N.A., or if The Bank of New York Mellon Trust Company, N.A. declines to act as paying agent, a third party bank to be mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a(The Bank of New York Mellon Trust Company, N.A. or such substitute paying agent, the “Paying Agent”), an amount equal to the following amounts remaining portion of the Closing Merger Consideration, to Seller the account or such other Persons as follows: (a) the Financial Debt as accounts set forth in the Payoff Letters Paying Agent Agreement, after deducting the (x) amounts in clauses (i) and (ii) and (y) Appraisal Retention Amount (which Appraisal Retention Amount, for the unpaid Transaction Expenses avoidance of doubt, shall be retained by Buyer), which remaining portion shall be distributed by the Paying Agent to the Company Stockholders in accordance with the payment instructions delivered by Seller to Buyer before the Closing; Paying Agent Agreement (b) an such amount equal to 66.67% of the Closing Cash Consideration in this clause (iii), the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Stockholder Payment”); ; provided, in each case, that such Company Stockholder shall have delivered its stock certificates (d) Parent will deposit with or lost certificate affidavit, if applicable), a letter of transmittal and signature page or joinder agreement to the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent Sellers’ Agreement in accordance with the Escrow terms of the Sellers’ Agreement; and provided, that if such Company Stockholder does not deliver all of the foregoing to the Paying Agent within two (2) years following the Effective Date, then such Company Stockholder shall be required to seek payment of his Allocable Portion of the Merger Consideration from the Surviving Corporation. Buyer shall make all of the Closing Payments contemplated hereunder in accordance with the terms of this Agreement, and Buyer shall have no responsibility or Liability to any Company Stockholder, the Stockholders’ Representative or any other Person with respect to (x) the allocation of the Closing Stockholder Payment or any other portion of the Merger Consideration among the Company Stockholders, (y) the delivery to any Company Stockholder by the Paying Agent and/or the Stockholders’ Representative of its portion of the Closing Stockholder Payment or any other portion of the Merger Consideration or (z) any other act or omission of the Paying Agent or the Stockholders’ Representative. If any Company Stockholder fails to deliver its signature page or joinder agreement to the Sellers’ Agreement (to the “Escrow Account”)Stockholders’ Representative or Paying Agent by the Closing, the Company shall deliver such signature page or joinder agreement by power of attorney pursuant to Section 4(f) of the Securityholders Agreement; provided, however, that such Company Stockholder must still deliver a signature page to the Sellers’ Agreement or a joinder agreement that is signed by the Company Stockholder as provided for above in order to be entitled to payment of his Allocable Portion of the Merger Consideration.

Closing Payments. (a) At the Closing, Buyer will shall make the following payments: (i) Buyer shall pay or cause to the Sellers an aggregate amount in cash equal to the Estimated Purchase Price minus the sum of (y) the Escrow Amount plus (z) the Sellers’ Representative Expense Amount (the “Aggregate Seller Closing Payment”), to be paid from allocated among the Closing Purchase Price as Sellers in the manner set forth on Exhibit D, by wire transfer of immediately available funds to an account designated in writing by each such Seller (or the Pre-Closing StatementSellers’ Representative) to Buyer; (ii) Buyer shall remit to Sun Trust Bank (the “Escrow Agent”) an amount in cash equal to the sum of (A) $750,000 (the “Adjustment Escrow Amount”), subject to any mutually agreed adjustments determined be held by Buyer the Escrow Agent in a segregated account (the “Adjustment Escrow Account”) until released and Seller disbursed pursuant to Section 3.4(a)1.05, and/or the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% applicable provisions of the Closing Cash Consideration Escrow Agreement, plus (the “Closing Cash Payment”B) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price 260,000 (the “Indemnity Escrow SharesAmount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) in an account ), to be established held by the Escrow Agent in a segregated account (the “Indemnity Escrow Account”) until released and disbursed pursuant to Article VII and/or the applicable provisions of the Escrow Agreement; (iii) Buyer shall remit to the Sellers’ Representative an amount in cash equal to $150,000 (the “Sellers’ Representative Expense Amount”), to be held and used by the Sellers’ Representative as provided in Section 2.04(f); and (iv) Buyer shall pay the Transaction Expenses and the Closing Indebtedness identified on Schedule 2.02(e) in accordance with the written instructions from the Sellers’ Representative or as set forth on the applicable pay-off letters for the Closing Indebtedness (provided that the amounts owing under clause (d) of the definition of Transaction Expenses will not be paid at Closing, but will be paid no later than 15 days following Closing). (b) The Parties agree for all income Tax purposes that Sellers shall be treated as the owner of the Escrow Agreement Amount, and all interest and earnings (the “Escrow Earnings”) earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be treated as earned by Sellers. Within ten (10) days after the end of each calendar quarter, the Escrow Agent shall distribute from the Escrow Account to each Seller their respective Allocable Portions of all Escrow Earnings earned during that quarter. (c) By execution hereof, Buyer and each Seller represent, warrant and acknowledge that he, she or it fully understands, and hereby accepts and agrees to: (i) the methodology by which the Purchase Price and any and all adjustments thereto are calculated and determined pursuant to this Agreement, including the deduction from the Base Purchase Price of the items referenced in Section 1.02 and elsewhere in this Agreement, (ii) the methodology by which the Aggregate Seller Closing Payment and any and all other amounts payable to the Sellers hereunder or pursuant to the Escrow Agreement have been allocated among the Sellers; (iii) his, her or its Allocable Portion and the methodology by which such Allocable Portion has been calculated and determined, and (iv) the establishment of the Adjustment Escrow Account”), the Indemnity Escrow Account and the Sellers’ Representative Expense Amount, the retention of the Escrow Amount and the Sellers’ Representative Expense Amount and the distribution and use of such funds pursuant to the terms of this Agreement and the Escrow Agreement. (d) The Sellers’ Representative may direct Buyer to pay the Seller Expenses, and any and all Seller Expenses paid by Buyer pursuant to the direction of Sellers’ Representative shall be deemed to be and treated as Transaction Expenses for purposes of this Agreement.

Closing Payments. At the Closing, Buyer will pay Parent shall pay, or shall cause the Disbursing Agent to pay, in cash by wire transfer of immediately available funds: (i) the Escrow Amount to the Escrow Agent for deposit into the Escrow Account, in accordance with the Escrow Agreement; (ii) the amounts set forth in the pay-off letter(s) in respect of any Closing Indebtedness to be paid from repaid in connection with the Closing Purchase Price described in clauses (c)(i) and (c)(ii) of the definition of Estimated Transaction Consideration Cash Amount to the account(s) set forth therein; (iii) an amount equal to the Unpaid Transaction Expenses, as set forth in the Pre-Estimated Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated provided to Parent by Seller to Buyer in writing the Owner Representative at least five three (53) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (civ) Parent will issue to Seller, or, the Owner Representative Expense Amount to the extent designated account provided to Parent by Seller in writing the Owner Representative at least five three (53) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”)Date; (dv) Parent will deposit with to the Escrow Agent a number Disbursing Agent, the Estimated Transaction Consideration Cash Amount; and (vi) to the Partnership’s payroll provider, the sum of shares of unregistered Parent Common Stock equal to 15.00% (A) the Retirement Payments, plus (B) the portion of the Stock Value divided by Capital Account Amount to which the Per Parent Share Price Retirees are entitled, plus (C) the “Indemnity Escrow Shares”portion of the Undistributed Earnings to which the Retirees are entitled, plus (E) the portion of the Principal Loan Amount to which the Retirees are entitled, in an account to be established by each case as set forth in the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Estimated Closing Statement.

Closing Payments. 2.4.1 At the Closing, Buyer will the Purchaser shall pay or cause to be paid from the Estimated Transaction Consideration as follows (the “Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows:Payments”): (a) the Financial Debt as set forth in Escrow Amount deposited by wire transfer of immediately available funds into the Payoff Letters and Escrow Account established pursuant to the unpaid Transaction Expenses in accordance with terms of the payment instructions delivered by Seller to Buyer before the ClosingEscrow Agreement; (b) an amount equal the Working Capital Escrow Amount deposited by wire transfer of immediately available funds into the Working Capital Escrow Account established pursuant to 66.67% the terms of the Escrow Agreement; (c) the Holdback Amount deposited by wire transfer of immediately available funds into an account or accounts designated by the Stockholders’ Representative prior to Closing; (d) the aggregate dollar amount to satisfy any Indebtedness to be paid at the Closing Cash Consideration (the “Closing Cash PaymentIndebtedness Payments”) via wire transfer to the bank accounts designated applicable lenders identified in, and in accordance with, the pay-off letters provided by Seller the Company to Buyer in writing the Purchaser at least five three (53) Business Days prior to the Closing; (e) the aggregate dollar amount to satisfy any Selling Expenses that remain unpaid at Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated Persons entitled thereto in accordance with Section 3.11, invoices from such Persons provided by the Company to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing Purchaser at least five three (53) Business Days prior to the Closing Date and Closing; (f) 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 Section 3.11its obligations described in clause (ii)), to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Company’s payroll practices and applicable withholding, (i) the aggregate amount (subject to applicable withholding Tax) set forth opposite each Optionholder’s name on the Allocation Certificate upon execution of an Option Cancellation Agreement by such Optionholder, plus (ii) an amount equal to the “Escrow Account”)Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the Optionholders; and (g) the balance of the Estimated Transaction Consideration, after taking into account the payments set forth in clauses (a) through (f) of this Section 2.4.1, to the Stockholders’ Representative for the benefit of the Stockholders in cash by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Stockholders’ Representative at least three (3) Business Days prior to the Closing.

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: least three (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (53) Business Days prior to the Closing Date or such earlier time as required by the Title Company, Seller shall deliver to the Title Company and Buyer, in form and substance satisfactory to Buyer and the Title Company, a statement directing the distribution of the Closing Payment Amount at Closing (the “Funds Flow Statement”), including (i) any Seller Transaction Expenses, (ii) the outstanding balance of each Credit Facility as of the Closing Date, as reflected in the Payoff Letters, (iii) all Known Accounts Payable and Known Excluded Liabilities to be paid at Closing and the Accounts Payable Holdback Amount, (iv) the Noncompete Consideration, (v) the Indemnity Holdback Amount, (vi) the Warranty Holdback Amount, (vii) all other amounts to be paid out at Closing, and (viii) wire transfer instructions for each payment directed in the Funds Flow Statement. For the avoidance of doubt, the Title Company and Buyer shall be entitled to rely on the amounts, allocations and instructions set forth in the Funds Flow Statement without further investigation or inquiry. At the Closing, the Title Company shall make the following payments by wire transfer of immediately available funds to the accounts designated in the Funds Flow Statement: (i) to each Person to whom such amounts are due, the Seller Transaction Expenses, in full satisfaction of all obligations of Seller arising at or prior to the Closing in connection with the transactions contemplated hereby; (ii) to each respective financial institution or lender, the outstanding balance of each Credit Facility as reflected in such lender’s Payoff Letter, in full satisfaction of all obligations of Seller under each such Credit Facility; (iii) to each Person to whom such amounts are due, all Known Accounts Payable and all Known Excluded Liabilities, in full satisfaction of the same; (iv) to each Seller Principal, Ten Thousand Dollars ($10,000) individually (in the aggregate, the “Noncompete Consideration”); and (v) to Seller (in a single account designated by Seller), an amount equal to (A) the Closing Payment Amount, less (B) the sum of the amounts set forth in Sections 2(i)(i)-2(i)(iv), less (C) the Indemnity Holdback Amount, and less (D) the Warranty Holdback Amount, as set forth in the Funds Flow Statement, as adjusted for any credits, debits, or prorations in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”7(n).

Closing Payments. (a) At the Closing, Buyer will pay Purchaser shall pay, or shall cause to be paid from the Closing Purchase Price as set forth paid, in the Pre-Closing Statement, subject to any mutually agreed adjustments determined cash by Buyer and Seller pursuant to Section 3.4(a)wire transfer of immediately available funds, the following amounts to Seller or such other Persons as followsset forth below: (ai) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; $10,000,000 (b) an amount equal to 66.67% of the Closing Cash Consideration (such amount, the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank AccountsEscrow Amount”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in deposited into an escrow account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date among Purchaser, Representative and JPMorgan Chase Bank, National Association (the “Escrow Agent”), and (y) substantially in the form of Exhibit C attached hereto with such reasonable changes as requested by the Escrow Agent; (ii) $4,000,000 (such amount, the “Environmental Escrow Amount”), to be deposited into an escrow account (the “Environmental Escrow Account”), which shall be established pursuant to the Escrow Agreement; (iii) $1,000,000 (such amount, the “Representative Expense Amount”), to be deposited into an account designated by the Representative, for purposes of satisfying costs, expenses and/or liabilities incurred in its capacity as the Representative and otherwise in accordance with this Agreement; (iv) an amount equal to (A) the Estimated Purchase Price, minus (B) the Escrow Amount, minus (C) the Environmental Escrow Amount, minus (D) the Representative Expense Amount (the resulting amount, the “Closing Date Payment”), to be deposited into an account designated by the Paying Agent (on behalf of and for further distribution to the Sellers in accordance with Section 3.4); (v) on behalf of the Group Companies, the entire amount of the Closing Date Funded Indebtedness of the type referred to in clauses (i) and (ii) of the definition of Funded Indebtedness in the amounts and pursuant to wire instructions set forth in the applicable payoff letters; and (vi) on behalf of the Group Companies, the entire amount of the Unpaid Seller Expenses in the amounts set forth in the Estimated Closing Statement pursuant to wire instructions provided to Purchaser by Representative prior to the Closing; provided, that to the extent any Unpaid Seller Expenses to be paid represent compensatory payments owed to any current or former employees of the Group Companies, the amount of such compensatory payments shall be paid by Purchaser at the Closing to the Company for the Surviving Company to thereafter make such payments to such employees through the applicable Group Company’s payroll so that such payments are made in compliance with all applicable withholding requirements by no later than the earlier of (x) the then next scheduled payment of wages through the applicable Group Company’s payroll and (y) five (5) Business Days following the Closing.

Closing Payments. At Subject to the satisfaction or waiver (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) of the conditions set forth in Article VIII (including delivery of all of the items set forth in Section 2.7(b)), at the Closing, Buyer will pay shall make the following payments to the Stockholders or cause such other Person(s) indicated below, in each case in the respective amounts and to be paid from the Closing Purchase Price respective Persons as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followsbelow: (ai) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered to each Stockholder, by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer of immediately available funds to the bank an account or accounts designated by Seller to Buyer in writing at least such Stockholder no less than five (5) Business Days prior to the Closing Dateconsistent herewith, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, cash equal to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentagesaggregate Per Share Consideration Amount for all shares of Company Stock held by such Stockholder; (cii) Parent will issue to Seller, or, to the extent Company, by wire transfer of immediately available funds to an account or accounts designated by Seller in writing at least the Company no less than five (5) Business Days prior to the Closing Date and Closing, cash equal to the Optionholders’ aggregate Option Consideration that is payable pursuant to Section 2.3; (iii) to the Warrantholder, by wire transfer of immediately available funds to an account or accounts designated by such Warrantholder no less than five (5) Business Days prior to the Closing, cash equal to such Warrantholder’s aggregate Warrant Consideration; (iv) to the Stockholders’ Committee, the amount of $100,000 (the “Expense Amount”) for the establishment of the Expense Fund in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”2.10(f); (dv) Parent will deposit with the Escrow Agent a number to each holder of shares of unregistered Parent Common Stock equal to 15.00% any portion of the Stock Value divided by Indebtedness, the Per Parent Share Price (respective portion of the “Indemnity Escrow Shares”) Indebtedness payable to such holder, in an account to be established by each case as set forth in the Escrow Agent Payoff Letters consistent with Section 2.7(b)(i), in accordance with the Escrow Agreement wire transfer instructions set forth in the Payoff Letters; (vi) to each Person to whom the “Escrow Account”Company or any Stockholder owes any portion of the Transaction Expenses, the respective portion of the Transaction Expenses payable to such Person, in each case as set forth in the Service Provider Company Releases consistent with Section 2.7(b)(ii), in accordance with the wire instructions set forth in the Service Provider Company Releases; and (vii) to each Person to whom the Company or any Stockholder owes any portion of the Change of Control Liabilities, the respective portion of the Change of Control Liabilities payable to such Person, in each case as set forth in the Change of Control Liabilities Company Releases consistent with Section 2.7(b)(v), in accordance with the wire instructions set forth in the Change of Control Liabilities Company Releases.

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. (a) At the Closing, Buyer the Acquiror will pay make (or cause to be paid from 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 Purchase Price Date: (i) to the Paying Agent, the cash amount specified in Section 2.10(a)(i); (ii) [reserved]; (iii) to the Escrow Agent, the Adjustment Escrow Amount, to be managed and paid out by the Escrow Agent pursuant to the terms of the Adjustment Escrow Agreement; (iv) to the Company, an amount equal to the Option Payment Amount, which amount shall be paid by the First Step Surviving Corporation or the Surviving Corporation to the holders of outstanding In-the-Money Options as set forth in Section 2.9 promptly following the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the ClosingEffective Time utilizing its payroll system; (bv) on behalf of the Company, the amount payable to each counterparty or holder of Payoff Debt identified on Schedule 2.11(a)(v) in order to fully discharge such Payoff Debt and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto; and (vi) on behalf of the Company, an amount equal to 66.67% the Estimated Transaction Expenses, except for the SAR Payment Amount, to each Person who is owed a portion thereof; provided, however, that any Transaction Expense being paid to an employee of the Company will be paid by the Surviving Corporation to such employee promptly following the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer and in any event on or prior to the bank accounts designated by Seller to Buyer in writing first payroll date that is at least five (5) Business Days prior to following the Closing Date) utilizing its payroll system. (b) At the Closing, which may be the accounts Acquiror will issue as fully paid the shares of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”Acquiror Common Stock specified in Section 2.10(a)(ii) to be paid to Seller or, and shall deliver such shares to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Paying Agent.

Closing Payments. At the Closing, Buyer will pay Parent shall deliver or cause to be delivered by wire transfer of immediately available funds: (i) to Acquiom Financial LLC, as payments administrator (the “Payments Administrator”) for the benefit of the Company Stockholders, cash in an amount equal to the cash portion of the Estimated Aggregate Closing Consideration (less (1) the aggregate Per Share Option Consideration, and (2) the aggregate unpaid principal and accrued interest under all then-outstanding loans made by the Acquired Companies to Company Stockholders, without duplication to the extent such amounts are taken into account in Section 3.7(a)(ii)), plus any cash payable in lieu of fractional shares pursuant to Section 3.7(i); (ii) to the Surviving Corporation, without duplication of amounts delivered pursuant to clause (i) above, (A) for the benefit of the Optionholders, an amount equal to the aggregate Per Share Option Consideration to be paid from by the Closing Purchase Price as Surviving Corporation in accordance with Section 3.3 to holders of In-the-Money Options (less the aggregate unpaid principal and accrued interest under all then-outstanding loans made by the Acquired Companies to Optionholders, without duplication to the extent such amounts are taken into account in Section 3.7(a)(i)) and (B) the aggregate amount of the Change in Control Payments set forth in the Pre-Estimated Closing StatementCertificate other than amounts payable under the CIC Plan (it being understood that Parent shall cause the Surviving Corporation no later than the following Business Day to pay through payroll such payments to Optionholders and the Change in Control Payments to the people owed such payments in accordance with the Securityholder Schedule and the Estimated Closing Certificate); (iii) to the Escrow Agent, subject an amount equal to the Escrow Amount; (iv) to the Stockholder Representative, an amount equal to the Stockholder Representative Fund; (v) to the holders of any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a)Company Debt outstanding as of the Closing under the Existing Credit Agreements, the following amounts to Seller or aggregate amount of such other Persons as follows: (a) the Financial Company Debt as set forth in, and to the account(s) designated in, customary payoff letters provided by the Company to Parent prior to the Closing Date, which letters shall (A) indicate the amount required to discharge such relevant portion of the Company Debt in full and terminate all lines of credit thereunder at the Closing (the “Payoff Letters Amount”) and (B) provide for the unpaid Transaction Expenses agreement of such holders to release and terminate all applicable Liens and guarantees related to the assets and properties of the Acquired Companies upon receipt of the applicable Payoff Amount (the “Payoff Letters”); provided, that the parties hereby acknowledge and agree that a portion of the Company Debt to be paid by Parent pursuant to this Section 3.7(a)(v), in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% the then outstanding balance of the Closing Cash Consideration Intercompany Notes, shall be paid by taking the following steps: (1) first, Parent will transfer funds to the Company in an amount equal to the then outstanding balance of the Intercompany Notes, (2) second, the Company will transfer such funds to ABILITY Network Inc. in full satisfaction of the Intercompany Notes, as evidenced by a payoff letter (the “Closing Cash PaymentIntercompany Notes Payoff Letter”) via wire and (3) finally, ABILITY Network Inc. will transfer such funds to the bank accounts designated by Seller holders of Company Debt in partial payment of such Company Debt; and (vi) to Buyer the payees thereof, the Company Transaction Expenses (other than the Change in Control Payments and the Change in Control Payment Employer Tax Obligations) as set forth on the Estimated Closing Certificate, in each case, as directed in writing at least five by the Company no later than two (52) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. At the Closing, Buyer will pay Parent shall make, or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a)made, the following amounts to Seller or such other Persons as followspayments (collectively, the “Closing Payments”) by wire transfer of immediately available funds: (a) to the Financial Debt Shareholders’ Representative, on behalf of and for the benefit of the Shareholders, (A) the portion of the Closing Date Amount payable to holders of Common Stock as set forth in on the Payoff Letters Allocation Annex and (B) the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the ClosingReserve Amount; (b) to an amount equal to 66.67% account in the name of the Company, the portion of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer Date Amount payable to holders of In-the-Money Options for further distribution to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior holders of In-the-Money Options as set forth on the Allocation Annex pursuant to the Closing Date, which may be the accounts payroll system of the Members Surviving Corporation (and the “Member Bank Accounts”Surviving Corporation shall ensure that such portion of the Closing Date Amount is promptly distributed to such holders of In-the-Money Options pursuant to its payroll system), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;; Table of Contents (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior Person or Persons entitled thereto pursuant to the Closing Date Company Transaction Expense Direction Notice, the applicable portion of the Estimated Company Transaction Expenses in the amounts and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentagesaccount or accounts designated therein, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% on behalf and for the account of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”)Company; (d) Parent will deposit with to the Persons or Persons entitled thereto pursuant to the Payoff Letters, the applicable portion of the Estimated Closing Indebtedness specified in such Payoff Letters, to the account or accounts designated therein; and (e) to the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of Agent, the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) Amount as provided in an account to Section 3.07, which shall be established held by the Escrow Agent in accordance with the terms of the Escrow Agreement (the “Escrow Account”)Agreement.

Closing Payments. (a) At the Closing, Buyer will the Purchaser shall: (i) pay or cause the Purchase Price to be paid from the Stockholder and (ii) pay to New England Financial ("NEF"), in cash, the amount of past due payables owed by the Companies to NEF as of the Closing Purchase Price as set forth Date, up to a maximum of $23,600,000, in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing;aggregate. (b) an amount equal At the Closing, the Stockholder shall: (i) assume the Indebtedness of the Companies to 66.67% the Persons, and in the amounts, set forth on Schedule 1.3 hereto and deliver to the Purchaser a release from such Persons releasing the Companies from all of the outstanding Indebtedness of the Companies to such Persons as of the Closing Cash Consideration and terminating any Liens which such Persons may hold encumbering the assets of the Companies; (ii) pay to the Purchaser an amount in cash equal to the amount, if any, by which the Estimated Closing Working Capital Deficit (as defined in Section 9.16 hereof) exceeds the Target Amount; and (iii) deliver to the Purchaser a fully executed convertible subordinated promissory note, in form and substance mutually satisfactory to the Purchaser and the Stockholder (the “"PROMISSORY NOTE"), and payable over four (4) years, bearing interest at the rate of six percent (6%) per annum and in the principal amount of (x) Ten Million Dollars ($10,000,000.00) less (y) the amount, if any (up to a maximum of $10,000,000), by which the Estimated Closing Cash Payment”Working Capital Deficit is less than the Target Amount. (c) via All payments and deliveries to be made at the Closing pursuant to this Section 1.3 shall be made as follows: (x) in the case of payments of cash, by wire transfer on the Closing Date (as defined in Section 1.5) of immediately available funds to the bank accounts designated account(s) specified by Seller each payee no later than two (2) business days prior to Buyer in writing at least five the Closing Date (5unless such payee specifies another acceptable method of payment no later than two (2) Business Days business days prior to the Closing Date), which may be and (y) in the accounts case of the Members (Promissory Note, by delivery of the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, Promissory Note to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to Purchaser or its designee on the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Date.

Closing Payments. (i) At the Closing, Buyer will Parent shall pay or cause the Indebtedness Payoff Amount to be paid from the Closing Purchase Price as set forth in the Pre-Closing StatementASSA ABLOY, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses AB in accordance with the payment instructions delivered by Seller to Buyer before the Closing;Payoff Letter. (bii) an amount equal to 66.67% Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Closing Cash Consideration Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (the “Closing Cash Payment”iii) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to As soon as practicable following the Closing Date, which may be Parent or its agent shall mail a letter of transmittal substantially in the accounts of the Members form attached hereto as Exhibit F (the “Member Bank AccountsLetter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (iv) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the Merger Consideration, if any, into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 3.112.7, to less the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue Portion of the Escrow Deposit attributable to Sellersuch shares of Company Capital Stock, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective based upon such holder’s Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% Portion of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit Escrow Deposit contributed with the Escrow Agent a number on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, payable in exchange for shares of unregistered Parent Common Company Capital Stock equal (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Section 2.7.

Closing Payments. At or prior to the ClosingEffective Time, Buyer will pay Parent shall make, or cause to be paid from made, the following payments (collectively, the “Closing Purchase Price Payments”) by direct wire transfer of immediately available funds: Section 2.2.1.1 on behalf of the Company, the Transaction Expenses in such amounts and to such accounts as set forth on the Transaction Expenses Statement; Section 2.2.1.2 to the Escrow Agent, an amount equal to the Purchase Price Adjustment Escrow Fund to be held in the Pre-Closing StatementPurchase Price Adjustment Escrow Fund, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before terms of this Agreement and the ClosingIndemnity Escrow Agreement; (b) Section 2.2.1.3 to the Escrow Agent, an amount equal to 66.67% the Indemnity Escrow Fund to be held in the Indemnity Escrow Account, in accordance with the terms of this Agreement and the Indemnity Escrow Agreement; Section 2.2.1.4 to the Paying Agent, an amount equal to the Closing Cash Equity Payment Amount less any Merger Consideration to be retained by Parent on account of Dissenting Shares pursuant to Section 2.11, less the aggregate Company Option Cash-Out Amount owed to the employee holders of Company Options, less the aggregate Company RSU Cash-Out Amount owed to the employee holders of Company RSUs (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank AccountExchange Fund”) to be paid held for the benefit of the holders of shares of Common Stock, Preferred Stock, Company Warrants, Company Notes for payment in accordance with this Article II and the Paying Agent Agreement; and Section 2.2.1.5 to Seller oreach of the Credit Facilities Agents and each other holder of a Lien (other than Permitted Liens) on any of the assets or properties of the Company, an amount equal to (i) the applicable Credit Facilities Payoff Amount to such account or accounts as designated by the Credit Facilities Agents and (ii) the applicable payoff amounts set forth in payoff letters in form and substance satisfactory to Parent duly executed by each other holder of Liens (other than Permitted Liens) on any of the assets or properties of the Company; provided, however, that, at the request of the Parent, the Parties shall cooperate to allow the foregoing amounts to be funded in whole or in part, as applicable, by available cash and cash equivalents of the Company at Closing, it being agreed that to the extent designated in accordance with Section 3.11the Company does not have sufficient cash-on-hand to pay such amounts, Parent shall fund (or contribute to the Members in accordance with their respective Pro Rata Percentages; (cCompany to enable the Company to fund) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)such shortfall amount.

Closing Payments. (a) At the Closing, Buyer will pay Parent shall pay, on behalf of the Company, to the holders of Company Debt (the “Debt Payoff Recipients”), by wire transfer of immediately available funds, an amount equal to that portion of the Company Debt owing to such Debt Payoff Recipients in accordance with the applicable Debt Payoff Letter. (b) At the Closing, Parent shall cause to be deposited with JPMorgan Chase Bank, N.A. (the “Paying Agent”), for the benefit of the Company Stockholders, holders of Convertible Notes and holders of Company Warrants, cash in an amount sufficient to make payment of the aggregate Closing Date Cash Merger Consideration for such Persons as set forth on the Spreadsheet. (c) As soon as reasonably practicable after the Closing Date, but no later than two Business Days following the Closing Date, Paying Agent shall pay, with respect to each Company Stockholder who shall have delivered to the Paying Agent, on or prior to the Closing Date a completed letter of transmittal in a form reasonably acceptable to the Parent and Company (“Letter of Transmittal”) (which Letter of Transmittal the Parent shall mail, or e-mail, or cause to be paid from mailed or e-mailed to each Company Stockholder on the Closing Purchase Price Date, together with instructions for use in effecting the surrender of the Company Stockholder’s Capital Stock in exchange for the Closing Date Per Share Merger Consideration), an amount equal to the product (A) of the number of shares of Capital Stock held by such Company Stockholder and (B) the Closing Date Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in such Company Stockholder’s Letter of Transmittal. The Parties understand and agree that the foregoing shall not apply to the Company Common Stock subject to a Vesting Agreement, which Company Common Stock shall be canceled and converted into the right to receive the amounts as set forth in the Pre-Closing Statement, and subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows:Vesting Agreement. (ad) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before At the Closing; (b) , Parent shall pay to the Company, for the benefit of and for payment to each holder of an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via Cashed Out Company Option, by wire transfer of immediately available funds to the bank one or more accounts designated by Seller the Company to Buyer in writing Parent at least five two (52) Business Days prior to the Closing Date, the aggregate amount of all Option Cancellation Payments, less any amounts withheld for payment into the Escrow Account and Representative Expense Fund. Promptly (but in no event later than five (5) Business Days) following the Closing, Parent shall, with respect to each holder of a Cashed Out Company Option who shall have delivered to the Company on or prior to the Closing Date a completed Option Surrender Form in the form attached hereto as Exhibit I relating to such Company Optionholder’s Cashed Out Company Options (which may be Option Surrender Form the accounts Company shall have mailed or delivered to each Company Optionholder no less than three (3) Business Days prior to the Closing Date, together with instructions for use in effecting the surrender of the Members Company Optionholder’s Cashed Out Company Options in exchange for the applicable Option Cancellation Payment), cause the Surviving Corporation to pay to such Company Optionholder, in accordance with its normal payroll practices and in consideration of the cancellation of each Cashed Out Company held by such Company Optionholder immediately prior to the Effective Time, the applicable Option Cancellation Payment, without interest thereon. (e) As soon as reasonably practicable after the Closing Date, but no later than two Business Days following the Closing Date, Paying Agent shall pay to each holder of a Company Warrant who shall have delivered to the Company on a prior to the Closing Date a completed Warrant Cancellation Agreement, by wire transfer of immediately available funds to one or more accounts designated by the Company to Parent at least two (2) Business Days prior to the Closing Date, a portion of the Closing Date Merger Consideration payable to such holder of the Company Warrant pursuant to Section 3.3(c). (f) At the Closing, Parent shall pay to each holder of a Convertible Note who shall have delivered to the Company on or prior to the Closing Date a completed Note Cancellation Agreement, by wire transfer of immediately available funds to one or more accounts designated by the Company to Parent at least two (2) Business Days prior to the Closing Date, the amounts payable to such holder of Convertible Notes pursuant to Section 3.3(d). (g) At the Closing, Parent shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the portion of the Estimated Company Transaction Expenses Amount to the applicable recipients thereof as set forth on the Estimated Closing Statement and in accordance with the applicable payoff letter, invoice or other written evidence delivered in accordance with the applicable Company Transaction Expenses Payoff Letter. (h) At the Closing, Parent shall deliver, or cause to be delivered, to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount for the Escrow Agent to hold in an account (the “Member Bank AccountsEscrow Account”) and disburse solely in accordance with the terms of an escrow agreement to be executed at the Closing by Parent, the Escrow Agent and the Representative in the form attached hereto as Exhibit E (the “Escrow Agreement”), or it being understood that each Company Securityholder’s Pro Rata Share of the Seller (Escrow Amount shall be withheld from the “Seller’s Bank Account”) Closing Date Merger Consideration otherwise payable to such Company Securityholder pursuant to this Agreement.. Any remaining amounts of the Escrow Amount held in the Escrow Account shall be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members Company Securityholders in accordance with their respective Pro Rata Percentages; (c) Parent will issue Share in accordance with the terms of the Escrow Agreement and this Agreement. Cash contributed to Seller, orthe Escrow Account shall, to the maximum extent possible, be vested cash not subject to any repurchase rights or other restrictions. (i) At the Closing, Parent shall deposit, or cause to be deposited, by wire transfer of immediately available funds to an account designated by Seller in writing by the Representative at least five two (52) Business Days prior to the Closing Date, the Representative Holdback Amount with the Representative (such deposit, the “Representative Expense Fund”), it being understood that each Company Securityholder’s Pro Rata Share of the Representative Holdback Amount shall be withheld from the Closing Date Merger Consideration otherwise payable to such Company Securityholder pursuant to this Agreement. The Representative Holdback Amount will be used: (i) to pay costs, fees and expenses incurred by or for the benefit of the Company Securityholders on or after the Closing Date and in accordance with Section 3.11(ii) as otherwise determined by the Advisory Group and shall be paid or distributed at the direction of the Representative. (j) Any remaining cash unclaimed by holders of shares of Capital Stock 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 Members in accordance with their respective Pro Rata Percentagesextent permitted by applicable Law, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% become the property of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”);Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (dk) Parent will deposit with Notwithstanding anything to the Escrow Agent a number of shares of unregistered Parent Common Stock equal contrary contained herein, the Surviving Corporation shall be entitled to 15.00% deduct and withhold (or cause to be deducted or withheld) from the applicable portion of the Stock Value divided by Final Merger Consideration otherwise payable pursuant to this Agreement, such amount as the Per Surviving Corporation is required to deduct and withhold with respect to such payment under the Code or any other applicable Law, and if any such amounts are deducted and withheld, Parent Share Price (shall, or shall cause the “Indemnity Escrow Shares”) Surviving Corporation to, as the case may be, timely pay such amounts to the appropriate Governmental Authority. To the extent that amounts are so withheld and paid over, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)respect of which such deduction and withholding was made.

Closing Payments. At Subject to the Closingterms and conditions of this Agreement, Buyer will pay or cause to be paid from at the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followsTime: (a) the Financial Debt Purchasers shall pay (or cause to be paid by advancing funds to FB) the amount that is necessary to repay and retire any outstanding Company Debt, by wire transfer of immediately available funds to the applicable lenders or other creditors of the Company as set forth in the Payoff Letters and applicable payoff letters delivered by the unpaid Transaction Sellers’ Representative to the Purchasers no later than one Business Day prior to the Closing Date; (b) the Purchasers shall pay (or cause to be paid by advancing funds to FB) the amount that is necessary to pay the Transactions Expenses in accordance with full by wire transfer of immediately available funds to such accounts and in such amounts as designated in writing by the payment instructions delivered by Seller Sellers’ Representative prior to Buyer before the Closing; (bc) an amount equal the Purchasers shall pay (or cause to 66.67% be paid) the Preliminary Purchase Price as follows: (i) the Escrow Amount shall be paid by wire transfer of immediately available funds to the Escrow Agent for deposit into the Escrow Account; and (ii) the remainder of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer Preliminary Purchase Price shall be paid to the bank accounts designated by Sellers’ Representative, in his capacity as paying agent (for the benefit of the Seller to Buyer in writing at least five (5) Business Days Parties), allocated among the Seller Parties as the Sellers’ Representative may advise prior to the Closing Date, which may be the accounts by wire transfer of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated immediately available funds in accordance with Section 3.11, to instructions received from the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”)Sellers’ Representative; (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% immediately upon receipt of the Stock Value divided Preliminary Purchase Price, the Sellers’ Representative shall pay to Hi-Crush the amount of $15,000,000 in exchange for the Issued Units, by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent wire transfer of immediately available funds in accordance with instructions received from Hi-Crush; and (e) FB shall assign its right to receive the Escrow Agreement Contingent Consideration, as part of the Distribution, to the Sellers’ Representative, in his capacity as paying agent (for the “Escrow Account”benefit of the Seller Parties), allocated among the Seller Parties as the Sellers’ Representative may advise prior to the Closing Date.

Closing Payments. At On the terms and subject to the conditions of this Agreement, at the Closing, Buyer will : (i) Parent shall pay or cause to be paid from paid, by wire transfer of immediately available funds, at the direction and for the benefit of the Company and the Equityholders, the Estimated Indebtedness to each creditor set forth on Schedule 5.5, to an account designated by such creditor in such creditor’s duly executed and delivered Pay-Off Letter, in the amount of Indebtedness specified in such creditor’s Pay-Off Letter and the Payment Spreadsheet; (ii) Subject to Section 12.7 (Expenses and Obligations), Parent shall pay or cause to be paid, by wire transfer of immediately available funds, at the direction and for the benefit of the Company and the Equityholders, all Estimated Company Transaction Costs specified in the Payment Spreadsheet, and such payments shall be made to such account or accounts as are designated by the Company in accordance with Section 5.4 (Company Transaction Costs) and the Payment Spreadsheet; (iii) Subject to Sections 2.7 (Conversion of Outstanding Shares), 2.9 (Dissenters’ Rights), 2.11(d) (Withholding), Parent shall pay or cause to be paid, by wire transfer of immediately available funds, to each Stockholder that delivers a completed and duly executed letter of transmittal in the form attached hereto as Exhibit E (each, a “Letter of Transmittal”) and a Certificate for cancellation (or an affidavit of lost Certificate as contemplated in the Letter of Transmittal) to Parent or its designee on or prior to the Closing Purchase Price Date, such Stockholder’s Applicable Percentage of the Net Closing Merger Consideration attributable to the Outstanding Shares represented by such Certificate(s) (or affidavit(s), as applicable), delivered by such Stockholder as set forth in on the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the ClosingPayment Spreadsheet; (biv) Parent shall retain from the Net Closing Merger Consideration, at the direction and for the benefit of the Equityholders, an amount equal to 66.67% the Vested Option Payment Amount, and pay or cause to be paid, pursuant to a special payroll (or, with respect to a Vested Option Holder that is not a current or former employee of the Closing Cash Consideration (the “Closing Cash Payment”) via Company, by wire transfer of immediately available funds to the bank accounts account designated by Seller in the Payment Spreadsheet) on or promptly following the Closing Date (subject to Buyer Section 2.11(d) (Withholding)), to each Vested Option Holder that delivers a completed and duly executed Acknowledgement, Release and Joinder in writing the form attached hereto as Exhibit I-1 to Parent or its designee at least five (5) two Business Days prior to the Closing Date, which may be in respect of each Vested Option held by such Vested Option Holder, an amount equal to the accounts product of (A) the Members Per Share Closing Consideration minus the per share exercise price applicable to such Vested Option and (B) the number of shares subject to such Vested Option, (subject to Section 2.11(d) (Withholding)), as set forth on the Payment Spreadsheet (each such amount, a “Member Bank AccountsVested Option Payment”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (cv) Parent will issue shall retain from the Net Closing Merger Consideration, at the direction and for the benefit of the Equityholders, an amount equal to Sellerthe Management Carveout Payment Amount, orand pay or cause to be paid, pursuant to a special payroll on or promptly following the Closing Date (subject to Section 2.11(d) (Withholding)), to each Management Carveout Participant that delivers a completed and duly executed Acknowledgement, Release and Joinder in the extent designated by Seller in writing form attached hereto as Exhibit I-2 to Parent or its designee at least five (5) two Business Days prior to the Closing Date, the amount of such Management Carveout Participant’s Management Carveout Payment (subject to Section 2.11(d) (Withholding)), as set forth on the Payment Spreadsheet; (vi) Subject to Section 2.11(d) (Withholding), Parent shall retain from the Merger Consideration, at the direction and for the benefit of the Company and the Equityholders, an amount equal to the Promised Option Payments Amount, and pay or cause to be paid, pursuant to scheduled special payroll on or promptly following the Closing Date and in accordance with (subject to Section 3.112.11(d) (Withholding)), to each Promised Option Holder that delivers a completed and duly executed Acknowledgement and Release in the Members form attached hereto as Exhibit I-3 to Parent or its designee at least two Business Days prior to the Closing Date, the amount of such Promised Option Holder’s Promised Option Payment (subject to Section 2.11(d) (Withholding)), as set forth on the Payment Spreadsheet; and (vii) Parent shall pay or cause to be paid, by wire transfer in accordance with their respective Pro Rata Percentagesimmediately available funds, a number at the direction and for the benefit of shares of unregistered common stockthe Equityholders, par value $0.001 per share, of Parent (“Parent Common Stock”) an amount equal to 85.00% of the Stock Value divided by the Per Parent Share Price $500,000 (the “Closing Stock PaymentExpense Fund Amount”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided into an expense account designated in writing by the Per Parent Share Price Representative no later than three Business Days prior to the Closing, which account that shall be used to pay expenses incurred by the Representative and will be managed by the Representative (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Expense Fund Account”).

Closing Payments. At or prior to the Closing, Buyer will pay Parent shall make, or cause to be paid from made, the following payments (collectively, the “Closing Purchase Price Payments”) by wire transfer of immediately available funds: (i) subject to the conditions set forth in Section 2.3(b), to the MDP Stockholder, an amount equal to (x) the product of the Per Share Merger Consideration and the number of shares of Common Stock held by the MDP Stockholder immediately prior to the Effective Time, minus (y) the MDP Stockholder’s Pro Rata Portion of the SR Fund, in each case, as set forth in the Pre-Closing Statement, subject Funds Certificate to any mutually agreed adjustments determined by Buyer and Seller be delivered pursuant to Section 3.4(a8.2(d) (the “MDP Stockholder Payment Amount”); (ii) subject to the conditions set forth in Section 2.3(b), the following amounts to Seller or such other Persons as follows: each Other Stockholder, an amount equal to (ax) the Financial Debt product of the Per Share Merger Consideration and the number of shares of Common Stock held by such Other Stockholder immediately prior to the Effective Time, minus (y) such Other Stockholder’s Pro Rata Portion of the SR Fund, minus (z) such Other Stockholder’s Pro Rata Portion of the Indemnity Escrow Fund, in each case, as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions Closing Funds Certificate to be delivered by Seller pursuant to Buyer before the Closing; Section 8.2(d) (b) an amount equal to 66.67% of the Closing Cash Consideration (collectively, the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock PaymentOther Stockholders Payment Amount”); (diii) Parent will deposit with subject to the Escrow Agent a conditions set forth in Section 2.3(b), to each Management Stockholder, in respect of the shares of Common Stock owned by such Management Stockholder, an amount equal to (x) the product of the Per Share Merger Consideration and the number of shares of unregistered Parent Common Stock held by such Management Stockholder immediately prior to the Effective Time, minus (y) such Management Stockholder’s Pro Rata Portion of the SR Fund, in each case, as set forth in the Closing Funds Certificate to be delivered pursuant to Section 8.2(d) (collectively, the “Management Stockholder Payment Amount” and, together with the MDP Stockholder Payment Amount and the Other Stockholders Payment Amount, the “Stockholder Payment Amount”); (iv) to the Surviving Corporation for payment to each Option Holder (net of applicable withholding), an amount equal to 15.00% the aggregate amount of the Stock Value divided Per Option Merger Consideration applicable to all Vested Options held by such Option Holder immediately prior to the Per Parent Share Price Effective Time, as set forth in the Closing Funds Certificate to be delivered pursuant to Section 8.2(d) (the “Option Payment Amount”); (v) to the person or persons entitled thereto pursuant to the Closing Funds Certificate to be delivered pursuant to Section 8.2(d), on behalf and for the account of the Company, the Transaction Expenses to an account or accounts designated by the Company; (vi) to the Indemnity Escrow Shares”) in Agent, on behalf of the Other Stockholders, the Indemnity Escrow Amount to an account to be established designated by the Indemnity Escrow Agent in accordance with Agent; and (vii) to the Escrow Agreement (Stockholder Representative, on behalf of the “Escrow Account”)Stockholders, the SR Fund to an account designated by the Stockholder Representative.

Closing Payments. At the Closing, Buyer will shall pay or shall cause to be paid from paid, by wire transfer of immediately available funds: 2 (i) an amount equal to the Closing Estimated Adjusted Purchase Price, less the Escrow Amount, to an account or accounts designated in writing by Seller; provided that in the event the Financing has not been obtained prior to the Closing, Buyer may elect to pay up to $75,000,000 of the Estimated Adjusted Purchase Price in promissory notes; any such notes paid to Seller under this clause (i) shall be in the form described on Schedule 1.03(b) (the “Purchase Price Notes”); provided, further, that if any amount of the Estimated Adjusted Purchase Price is paid in promissory notes, such notes shall first be allocated to fund the Escrow Amount in accordance with clause (ii) below; (ii) the Escrow Amount into the Escrow Accounts established pursuant to the terms and conditions of an escrow agreement by and among Buyer, Seller and Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”); provided, that if Buyer elects to deliver promissory notes in lieu of cash in accordance with clause (i), Buyer shall fund the Escrow Amount by delivering to the Escrow Agent at least $500,000 in cash and the remainder of the Escrow Amount in promissory notes in the form described on Schedule 1.03(b) (the “Escrow Notes”); (iii) the amounts set forth in the payoff letters delivered pursuant to Section 1.03(c)(iv) necessary to discharge such Subject Debt, to the accounts designated by the holders of such Subject Debt in their respective payoff letters; (iv) the amounts to satisfy the Transaction Expenses owed to third parties as set forth in the Pre-Closing Estimated Adjusted Purchase Price Statement, subject to any mutually agreed adjustments determined the accounts designated by Buyer the Company; and Seller pursuant to Section 3.4(a), (v) the following amounts to Seller or such other Persons as follows: (a) satisfy the Financial Debt Transaction Bonuses as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller orEstimated Adjusted Purchase Price Statement, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent account designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Company.

Closing Payments. (a) At the Closing, Buyer will pay the Company shall (i) pay, or cause to be paid from paid, the Company Indebtedness, (ii) except as otherwise agreed in writing among the Parent, the Company and any holder (each, a "Unit Holder") of a phantom stock unit (a "Unit") issued under the Phantom Stock Plan, pay to the Disbursement Agent for distribution to the Unit Holders the aggregate amount owed on the Closing Purchase Price as Date under each vested and unvested Unit that is outstanding immediately prior to the Effective Time (the "Phantom Deferred Compensation"), (iii) pay, or cause to be paid, the aggregate amount owed under the Company's value creation pool (the "Other Deferred Compensation" and together with the Phantom Deferred Compensation, the "Deferred Compensation") and (iv) pay, or cause to be paid, all fees and expenses incurred by the Company in connection with the transactions contemplated by this Agreement including without limitation the fees payable to Morxxx Xxaxxxx & Co. Incorporated (the "Closing Fees" and, collectively with the Company Indebtedness and the Deferred Compensation, the "Closing Date Payments"). The amount of the Closing Date Payments shall be transferred on the Closing Date from Parent to the Company on behalf of and for the benefit of the Common Stockholders or, at the Representatives' option, Parent shall satisfy the Company's obligations set forth in this Section 2.5 by paying such amounts directly to the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of recipients thereof on the Closing Cash Consideration Date. Not less than two (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (52) Business Days prior to the Closing DateClosing, which may be the accounts of the Members Company shall deliver to Parent a statement (the “Member Bank Accounts”), or "Closing Payment Statement") setting forth the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to amount of the Closing Date and Payments. (b) At the Closing, Parent shall deposit cash in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number amount of shares of unregistered common stock, par value Fifteen Million Dollars ($0.001 per share, of Parent (“Parent Common Stock”15,000,000) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the "Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”Amount") in an escrow account to be established maintained with Wilmington Trust Company (the "Escrow Agent"), which shall be held in connection with (i) any potential payments to Parent by the Escrow Agent in accordance with Common Stockholders pursuant to Section 2.7 of this Agreement and (ii) any potential reimbursement of Parent from the Escrow Agreement Fund pursuant to Section 9.1 of this Agreement. The Escrow Amount shall be held under the terms of an escrow agreement (the “"Escrow Account”)Agreement") substantially in the form of Exhibit 2 attached hereto.

Closing Payments. At the ClosingEffective Time, Buyer will pay the Purchaser shall pay, or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a)paid, the following amounts payments (the “Closing Payments”): 2.7.1 A base price of Seventeen Million Dollars ($17,000,000), (the “Base Price”), payable to Seller or such other Persons the Persons, and in the amounts, set forth on a funds flow statement to be delivered by the Company to Purchaser form of which is attached hereto as followsExhibit C (the “Payment Schedule”), less: (a) the Financial Debt aggregate dollar amount to satisfy any Estimated Closing Indebtedness to be paid at the Closing to the applicable creditors identified in, and in accordance with, the pay-off letters (the “Payoff Letters”) provided by the Company to the Purchaser prior to the Closing; and (b) the aggregate dollar amount to satisfy any Unpaid Selling Expenses to the Persons entitled thereto, in each case of Sections 2.7.2(a)-(d) as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;Payment Schedule; and (c) Parent will issue to Seller, or, to the extent designated aggregate dollar amount by Seller in writing at least five (5) Business Days prior to which the Closing Date and Working Capital is less than $0. 2.7.2 Seven Hundred Sixty Thousand (760,000) shares, in accordance with Section 3.11the aggregate (the “MTBC Preferred Shares”), to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stockMTBC 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price share (the “Closing Stock PaymentMTBC Preferred Stock”);, issued free and clear of any Liens to the Persons, and in the amounts, set forth on the Payment Schedule, subject to the escrows contemplated in Section 2.7.3. 2.7.3 Two Hundred Sixty Thousand (d260,000) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common the MTBC Preferred Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price will be held in escrow (the “Indemnity Escrow SharesFund”) in an account and will be released to be established by the Escrow Agent Sellers and/or returned to the Purchaser, all in accordance with the Escrow Agreement Documents. 2.7.4 Warrants in the form of Exhibit D (the “Escrow AccountMTBC Warrants”) to purchase Two Million (2,000,000) shares, in the aggregate, of MTBC common stock (the “MTBC Warrant Shares” and, collectively together with the MTBC Warrants, and the MTBC Preferred Shares, the “MTBC Securities”), as follows: (i) MTBC Warrants to purchase One Million (1,000,000) MTBC Warrant Shares, in the aggregate, at an exercise price per MTBC Warrant Share equal to $7.50 on or prior to the second (2nd) anniversary of the Closing Date; and (ii) MTBC Warrants to purchase One Million (1,000,000) MTBC Warrant Shares, in the aggregate, at an exercise price per MTBC Warrant Share equal to $10.00 on or prior to the third (3rd) anniversary of the Closing Date.

Closing Payments. (a) At the Closing, Buyer will pay or cause Purchaser shall pay, on behalf of the Company, to be paid from such accounts designated in any Payoff Letters with respect to the Closing Purchase Price as Secured Credit Facilities delivered at least two (2) Business Days prior to Closing, the amount set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing;therein. (b) At the Closing, Purchaser shall pay, with respect to each Stockholder who shall have delivered to the Company, on or prior to the Closing Date a completed letter of transmittal substantially in the form of Exhibit D hereto (“Letter of Transmittal”) and certificate(s) representing the Outstanding Shares (subject to Section 2.11(h)) held by such Stockholder, an amount equal to 66.67% the product of the number of Outstanding Shares held by such Stockholder and the Closing Cash Consideration (the “Closing Cash Payment”) via Date Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to the bank account designated in such Stockholder’s Letter of Transmittal. (c) At the Closing, Purchaser shall pay to the Company, for the benefit of and for payment to the US Optionholders in accordance with this Article 2, by wire transfer of immediately available funds to one or more accounts designated by Seller the Company to Buyer in writing Purchaser at least five two (52) Business Days prior to the Closing Date, which may be the accounts aggregate amount of all US In-the-Money Vested Option Cancellation Payments. Promptly (but in no event later than five (5) Business Days) following the Closing, Purchaser shall, with respect to each holder of a US In-the-Money Vested Option, who shall have delivered to the Company on or prior to the Closing Date, a completed US Option Surrender Form relating to such US Optionholder’s In-the-Money Vested Options, cause the Surviving Company to pay to such holder, through the Surviving Company’s payroll system (with respect to US Optionholders who are employed by the Company Group at the time of such payment) or pursuant to the payment instructions set forth in such holder’s US Option Surrender Form (with respect to US Optionholders who are not employed by the Company Group at the time of such payment), in consideration of the Members cancellation of such US In-the-Money Vested Option, the applicable US In-the Money Vested Option Cancellation Payment, less any required withholding Taxes and without interest thereon. (d) At the “Member Bank Accounts”)Closing, Purchaser shall pay, or cause the Surviving Company to pay, by wire transfer of immediately available funds, the Estimated Seller Expenses to the applicable recipients thereof as set forth on the Pre-Closing Statement. (e) At the “Seller’s Bank Account”) Closing, Purchaser shall deposit, or cause to be paid to Seller ordeposited, by wire transfer of immediately available funds an amount equal to the extent designated Escrow Amount to be held in the Escrow Account in accordance with Section 3.11, to the Members terms of the Escrow Agreement. The Escrow Amount shall be held in the Escrow Account in accordance with their respective Pro Rata Percentages;the terms of the Escrow Agreement and released and paid in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that (i) the Adjustment Escrow Amount will be used to satisfy the Adjustment Amount, if applicable, pursuant to Section 2.12, and (ii) the Indemnity Escrow Amount will be used to satisfy claims for Indemnified Losses incurred by the Purchaser Indemnified Parties pursuant and subject to Article 10 hereof. (cf) Parent will issue At the Closing, Purchaser shall deposit, or cause to Sellerbe deposited, or, by wire transfer of immediately available funds to the extent an account designated by Seller in writing by the Representative at least five two (52) Business Days prior to the Closing, the Representative Expense Amount with the Representative. The Representative Expense Amount will be used to pay costs, fees and expenses incurred by or for the benefit of the Securityholders on or after the Closing Date and shall be paid or distributed at the direction of the Representative as provided in the Letters of Transmittal and/or US Option Surrender Form. (g) In the event that any certificates representing Outstanding Shares have been lost, stolen or destroyed, upon the making of a customary affidavit of that fact by the Stockholder claiming such certificate to be lost, stolen or destroyed, the Surviving Company will pay, in exchange for the Outstanding Shares represented by such lost, stolen or destroyed certificate, the Closing Date Per Share Merger Consideration and all other amounts otherwise payable hereunder. (h) Any remaining cash unclaimed by holders of Outstanding Shares and US In-the-Money Vested Options 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 extent permitted by applicable Law, become the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto. (i) Notwithstanding anything to the contrary contained herein, the Surviving Company shall be entitled to deduct and withhold from the applicable portion of the Final Merger Consideration otherwise payable pursuant to this Agreement, such amount as the Surviving Company is required to deduct and withhold with respect to such payment under the Code or any other applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. (j) The Company and Purchaser agree for all tax purposes that: (i) the right of the Securityholders to the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provisions of state, local or non-U.S. law, as appropriate; (ii) interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iii) Purchaser shall be treated as the owner of the Escrow Amount and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or portion thereof, shall be allocable to Purchaser pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation § 1.468B-8. (k) Notwithstanding anything to the contrary in this Agreement, any payments pursuant to this Section 2.11 to an Exercising UK Optionholder in respect of Outstanding Shares issued upon the exercise of UK Options in accordance with Section 3.11, 2.9(b) or to the Members a Stockholder in accordance with their respective Pro Rata Percentages, a number respect of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of Restricted Stock shall be made through the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Surviving Company’s payroll system.

Closing Payments. At In addition to the other deliveries set forth herein, at the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) Parent shall (i) issue each Seller’s Pro Rata Portion of the Financial Debt Closing Shares to such Seller as set forth evidenced by statements from Parent’s registrar and transfer agent showing the issuance of each Seller’s Pro Rata Portion of the Closing Shares in the Payoff Letters name of such Seller in non-certificated book-entry form, via direct registrations statements (DRS) (provided that it is acknowledged and agreed that each Seller and not the Escrow Agent will be the beneficial and record owner of such Seller’s Pro Rata Portion of the Escrow Shares and the unpaid Transaction Expenses in accordance with other Closing Shares) and (ii) deliver to the payment instructions delivered by Seller to Buyer before Escrow Agent (as hereinafter defined), the ClosingClosing Shares; (b) Buyer shall deliver or cause to be delivered to each of the Sellers an amount in cash equal to 66.67% such Seller’s Pro Rata Portion of the Closing Cash Consideration (the “Closing Cash Payment”) via Consideration, by wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated immediately available funds in accordance with Section 3.11, to the Members wire instructions set forth in accordance with their respective Pro Rata Percentagesthe Closing Consideration Schedule; (c) Parent will issue Buyer shall deliver or cause to Sellerbe delivered to each payee of Transaction Expenses, or, the amounts set forth with respect to the extent designated by Seller such Transaction Expenses in writing at least five (5) Business Days prior to the Closing Date and Consideration Schedule, in cash by wire transfer of immediately available funds, in accordance with Section 3.11, to the Members wire transfer instructions set forth in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”);Consideration Schedule; and (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account Buyer shall deliver or cause to be established delivered to each holder of Closing Indebtedness the amount set forth in the Closing Consideration Schedule, in cash by the Escrow Agent wire transfer of immediately available funds, in accordance with the Escrow Agreement (wire transfer instructions set forth in the “Escrow Account”)Closing Consideration Schedule.

Closing Payments. (a) At the Closing, Buyer will the Purchaser shall: (i) pay or cause the Purchase Price to be paid from the Stockholder and (ii) pay to New England Financial ("NEF"), in cash, the amount of past due payables owed by the Companies to NEF as of the Closing Purchase Price as set forth Date, up to a maximum of $23,600,000, in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing;aggregate. (b) an amount equal At the Closing, the Stockholder shall: (i) assume the Indebtedness of the Companies to 66.67% the Persons, and in the amounts, set forth on Schedule 1.3 hereto and deliver to the Purchaser a release from such Persons releasing the Companies from all of the outstanding Indebtedness of the Companies to such Persons as of the Closing Cash Consideration and terminating any Liens which such Persons may hold encumbering the assets of the Companies; (ii) pay to the Purchaser an amount in cash equal to the amount, if any, by which the Estimated Closing Working Capital Deficit (as defined in Section 9.16 hereof) exceeds the Target Amount; and (iii) deliver to the Purchaser a fully executed convertible subordinated promissory note, in form and substance mutually satisfactory to the Purchaser and the Stockholder (the “"Promissory Note"), and payable over four (4) years, bearing interest at the rate of six percent (6%) per annum and in the principal amount of (x) Ten Million Dollars ($10,000,000.00) less (y) the amount, if any (up to a maximum of $10,000,000), by which the Estimated Closing Cash Payment”Working Capital Deficit is less than the Target Amount. (c) via All payments and deliveries to be made at the Closing pursuant to this Section 1.3 shall be made as follows: (x) in the case of payments of cash, by wire transfer on the Closing Date (as defined in Section 1.5) of immediately available funds to the bank accounts designated account(s) specified by Seller each payee no later than two (2) business days prior to Buyer in writing at least five the Closing Date (5unless such payee specifies another acceptable method of payment no later than two (2) Business Days business days prior to the Closing Date), which may be and (y) in the accounts case of the Members (Promissory Note, by delivery of the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, Promissory Note to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to Purchaser or its designee on the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Date.

Closing Payments. At the Closing, Buyer will pay Parent shall make or cause to be paid from made, by wire transfer of immediately available funds, the following payments (each such payment, a “Closing Purchase Price Payment”): (a) payment to the account designated by a paying agent selected by the Representative with Parent’s prior approval (such approval not to be unreasonably withheld) (the “Paying Agent”) of a cash amount equal to the aggregate amount of the Estimated Merger Consideration payable to the Member and any CHP Members in accordance with Section 1.5 and Section 1.6, including as subject to withholding of the items set forth in Section 1.8 and as set forth in the Pre-Closing StatementStatement to be distributed by the Paying Agent to the Member and CHP Members in accordance with this ARTICLE I, subject less the Closing Option Cash Out Payment, which shall be paid to any mutually agreed adjustments determined by Buyer and Seller Centauri, LLC pursuant to Section 3.4(a1.9(b); provided, that if the following amounts to Seller Member or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions any CHP Member has not delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days Representative and Parent a duly executed and completed Letter of Transmittal prior to the Closing Date, which may be the accounts of amount allocated with respect to the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to such CHP Member will be paid to Seller orthe Paying Agent on behalf of the Member or such CHP Member (and distributed thereto upon delivery of such executed and completed Letter of Transmittal). (b) payment to Centauri, LLC (on behalf of the Optionholders) of the Closing Option Cash Out Payment as set forth in the Pre-Closing Statement to the extent bank account designated in writing by the Representative, which amount shall be paid by Centauri, LLC through its payroll system to the applicable Optionholders (subject to applicable withholding Tax), allocated to each Optionholder in accordance with Section 3.11the Pre-Closing Statement no later than the later of (i) the fifth (5th) day following receipt by Centauri, LLC of such payment and (ii) the next regularly scheduled pay date for employees of Centauri, LLC, subject to any Optionholder who is not a current employee delivering to the Members in accordance with their respective Pro Rata PercentagesSurviving Company a duly completed and executed Instruction Letter, at least two (2) Business Days prior to such time; (c) Parent will issue to Seller, or, payment to the extent Representative of a cash amount equal to $8,000,000.00 (such amount, the “Representative Expense Fund Amount”) to a bank account designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”)Representative; (d) Parent will deposit with payment to the Escrow Agent of a number of shares of unregistered Parent Common Stock cash amount equal to 15.00% of the Stock Value divided Adjustment Escrow Amount, to the bank account designated in writing by the Per Parent Share Price Escrow Agent, which shall be deposited into an escrow account (the “Indemnity Adjustment Escrow SharesAccount”) in an account established pursuant to be established by the Escrow Agent Agreement; and (e) payment on behalf of the Group Companies, (i) to the payees thereof if applicable, of an aggregate cash amount equal to the amount of all Closing Date Indebtedness of the type identified in accordance with items (i) and (ii) of the Escrow Agreement definition of “Indebtedness” as indicated in payoff letters from the holders thereof (the “Escrow AccountPayoff Amount”), and (ii) all Transaction Expenses for which the Company has delivered to Parent an invoice and payment instructions; provided, however, if Closing Cash exceeds $2,000,000, the Company will use any amounts of Closing Cash in excess of $2,000,000 to pay such cash to the respective payees identified in this Section 1.9, as applicable, in respect of first, Transaction Expenses; second, the Closing Option Cash Out Payment; and third, the Payoff Amount, and Parent shall have no obligation pursuant to this Section 1.9 of this sentence to pay such portion of such Transaction Expenses, Closing Option Cash Out Payment, or Payoff Amount to which such Closing Cash is applied. Each of the Closing Payments shall be made in the amounts and as set forth in the Pre-Closing Statement delivered pursuant to Section 1.10 below.

Closing Payments. At (i) The Merger Consideration, calculated based on (A) the Closingaggregate exercise price of all In the Money Company Options, Buyer will pay or cause to be paid from (B) the amount of Closing Purchase Price Cash, (C) the amount of Closing Net Working Capital, (D) the amount of Closing Indebtedness, (E) the amount of Unpaid Transaction Expenses and (F) the Aggregate Securityholder Note Amount, each as set forth in deemed final and binding on the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller parties hereto pursuant to this Section 3.4(a1.9, is referred to herein as the "Final Merger Consideration". (ii) If the amount of the Final Merger Consideration exceeds the amount of the Estimated Merger Consideration (such excess amount, the "Positive Adjustment"), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least then, within five (5) Business Days prior after the determination of the Final Merger Consideration pursuant to this Section 1.9, Parent shall (A) deposit or shall cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Closing Date, which may be the accounts portion of the Members Positive Adjustment to which the Stockholders are entitled pursuant to Section 1.6(b) (the “Member Bank Accounts”Effect ofMerger on Company Capital Stock), and (B) Parent shall deposit or the Seller (the “Seller’s Bank Account”) shall cause to be paid deposited with the Surviving Corporation, by wire transfer of immediately available funds, an amount in cash as necessary to Seller or, cause the Surviving Corporation to have cash on hand equal to the extent designated in accordance with portion of the Positive Adjustment to which the Optionholders are entitled pursuant to Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;1.6(c) (Effect ofMerger on Company Options). (ciii) Parent will issue to SellerIf the amount of the Estimated Merger Consideration exceeds the amount of the Final Merger Consideration (such excess amount, orthe "Negative Adjustment"), to the extent designated by Seller in writing at least then, within five (5) Business Days prior after the determination of the Final Merger Consideration pursuant to this Section 1.9, Parent and the Seller Representative shall provide a joint written instruction to the Closing Date and Escrow Agent to deliver promptly from the Adjustment Escrow Fund the amount of the Negative Adjustment in immediately available funds by wire transfer to an **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** account or accounts designated by Parent in writing, up to a maximum payment equal to the Adjustment Escrow Amount. Disbursement of funds from the Adjustment Escrow Fund in accordance with this Section 3.111.9 shall be the sole recourse of Parent, the Surviving Corporation or their affiliates for any claim regarding the Final Merger Consideration exceeding the Estimated Merger Consideration, except for claims of intentional fraud. (iv) If any funds remain in the Adjustment Escrow Fund after giving effect to the adjustments and payments described in this Section 1.9(f) (such remaining amount, the "Remaining Adjustment Escrow Fund"), then, within five (5) Business Days after the determination of the Final Merger Consideration pursuant to this Section 1.9 and payment of all amounts payable pursuant to Section 1.9(fyiii) (Post-Closing Payments-Negative Adjustment) above, Parent and the Seller Representative shall provide a jointwritten instruction to the Escrow Agent to (A) deposit or cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Remaining Adjustment Escrow Fund to which the Stockholders are entitled pursuant to Section 1.6(b) (Effect of Merger on Company Capital Stock) and (B) deposit or cause to be deposited with the Surviving Corporation, by wire transfer of immediately available funds, an amount int cash equal to the portion of the Remaining Adjustment Escrow Fund to which the Optionholders are entitled pursuant to Section 1.6(c) (Effect ofMerger on Company Options). (v) Any payment made under this Section 1.9, to the Members in accordance with their respective Pro Rata Percentagesmaximum extent permitted by applicable Law, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal shall be treated for all Tax purposes as an adjustment to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Merger Consideration.

Closing Payments. At the Closing, Buyer will Parent shall pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows:by wire transfers of immediately available funds (and in the case of 2.10(e) deliver shares of Parent Common Stock): (a) Parent shall pay or cause to be paid to the Financial lender under the Loan Agreement, to an account designated by such lender in writing, the amount of Debt as set forth specified in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closingsuch lender’s Pay-Off Letter; (b) an amount equal Parent shall pay or cause to 66.67% be paid all Company Transaction Costs that remain outstanding as of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer Date to the bank such account or accounts as are designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated Company in accordance with Section 3.114.4 (collectively, the sum of such payments for all payees of Company Transaction Costs being hereinafter referred to as the Members in accordance with their respective Pro Rata Percentages“Paid Company Transaction Costs”); (c) except as otherwise set forth on Company Disclosure Schedule 1.1(b), Parent will issue shall pay or cause to Sellerbe paid all Closing Severance Payments, orless applicable withholding, to the extent such account or accounts as are designated by Seller the Company; (d) Parent shall pay or cause to be paid to the Company’s payroll agent (the “Payroll Agent”) the aggregate Vested Option Consideration, Vested Unauthorized Option Consideration, Unvested Option Consideration and Unvested Unauthorized Option Consideration less applicable withholding, payable in respect of (i) the Vested Options pursuant to Section 2.9(b)(A) and Vested Unauthorized Options pursuant to Section 2.9(d)(A) and (ii) the Unvested Options pursuant to Section 2.9(c)(A) and the Unvested Unauthorized Options pursuant to Section 2.9(e)(A); and (e) Parent shall pay to each holder of shares of Accuro Common Stock and Accuro Series A Preferred Stock who, at least three Business Days before the Closing Date, delivers a completed and duly executed Letter of Transmittal and a Certificate for cancellation to Parent the consideration such holder has the right to receive pursuant to Section 2.7 in each case to an account designated in writing by each such Securityholder at least five (5) three Business Days prior to the Closing Date (and in accordance with Section 3.11, to Parent shall deliver the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% an address designated in writing by each such Securityholder (including the location of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”Closing if so designated)).

Closing Payments. At or prior to the Closing, Buyer will pay Parent shall make, or cause to be paid from made, the following payments (collectively, the “Closing Purchase Price Payments”) by wire transfer of immediately available funds: (i) subject to the conditions set forth in Section 2.3(b), to the MDP Stockholder, an amount equal to (x) the product of the Per Share Merger Consideration and the number of shares of Common Stock held by the MDP Stockholder immediately prior to the Effective Time, minus (y) the MDP Stockholder’s Pro Rata Portion of the SR Fund, in each case, as set forth in the Pre-Closing Statement, subject Funds Certificate to any mutually agreed adjustments determined by Buyer and Seller be delivered pursuant to Section 3.4(a8.2(d) (the “MDP Stockholder Payment Amount”); (ii) subject to the conditions set forth in Section 2.3(b), the following amounts to Seller or such other Persons as follows: each Other Stockholder, an amount equal to (ax) the Financial Debt product of the Per Share Merger Consideration and the number of shares of Common Stock held by such Other Stockholder immediately prior to the Effective Time, minus (y) such Other Stockholder’s Pro Rata Portion of the SR Fund, minus (z) such Other Stockholder’s Pro Rata Portion of the Indemnity Escrow Amount, in each case, as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions Closing Funds Certificate to be delivered by Seller pursuant to Buyer before the Closing; (bSection 8.2(d) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to Other Stockholder Payment Amount” and, together with the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing DateMDP Stockholder Payment Amount, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock PaymentStockholder Payment Amount”); (diii) Parent will deposit with to the Escrow Agent a number Surviving Corporation for payment to each Option Holder (net of shares of unregistered Parent Common Stock applicable withholding), an amount equal to 15.00% the aggregate amount of the Stock Value divided Per Option Merger Consideration applicable to all Vested Options held by such Option Holder immediately prior to the Per Parent Share Price Effective Time, as set forth in the Closing Funds Certificate to be delivered pursuant to Section 8.2(d) (the “Option Payment Amount”); (iv) to the person or persons entitled thereto pursuant to the Closing Funds Certificate to be delivered pursuant to Section 8.2(d), on behalf and for the account of the Company, the Transaction Expenses to an account or accounts designated by the Company; (v) to the Indemnity Escrow Shares”) in Agent, on behalf of the Other Stockholders, the Indemnity Escrow Amount to an account to be established designated by the Indemnity Escrow Agent in accordance with Agent; and (vi) to the Escrow Agreement (Stockholder Representative, on behalf of the “Escrow Account”)Stockholders, the SR Fund to an account designated by the Stockholder Representative.

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followsAcquirer shall: (a) Deposit, or cause to be deposited, the Financial Debt as portion of the Closing Cash Consideration payable to (A) the Company Stockholders in accordance with Section 1.4(b), (B) holders of Company Options in accordance with Section 1.4(d)(i), and (C) holders of Company Warrants in accordance with Section 1.4(e), with the Paying Agent, for the benefit of the Company Stockholders and the holders of Company Options and Company Warrants, by wire transfer of immediately available funds to the account set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the ClosingPaying Agent Agreement; (b) an amount equal Instruct the Acquirer Transfer Agent to 66.67% reserve for issuance the number of Ordinary Shares that will be represented by the portion of the Closing Cash Stock Consideration deliverable to (A) the “Closing Cash Payment”Company Stockholders in accordance with Section 1.4(b) via (B) holders of Company Options in accordance with Section 1.4(d)(i), and (C) holders of Company Warrants in accordance with Section 1.4(e); (c) Deposit, or cause to be deposited, the Securityholder Agent Reserve, by wire transfer of immediately available funds to the bank accounts account designated by Seller to Buyer in writing by the Securityholder Agent (such designation to be made at least five three (53) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”Closing); (d) Parent will deposit with Instruct the Escrow Acquirer Transfer Agent a to reserve for issuance the number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided Ordinary Shares that will be represented by the Per Parent Share Price Indemnity ADSs deliverable to (A) the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent Company Stockholders in accordance with Section 1.4(b) (B) holders of Company Options in accordance with Section 1.4(d)(i), and (C) holders of Company Warrants in accordance with Section 1.4(e); (e) Repay, or cause to be repaid, on behalf of the Escrow Agreement Company, by wire transfer of immediately available funds to the accounts designated in the Final Invoices, the amounts required to repay all Transaction Expenses as specified in such Final Invoices; and (f) Repay, or cause to be repaid, on behalf of the “Escrow Account”)Company, by wire transfer of immediately available funds to the accounts designated in the Payoff Letters, the amounts required to repay all Company Debt (other than the EIDL Loan) as specified in such Payoff Letters.

Closing Payments. At the Closing, Buyer will pay Parent shall make or cause to be paid from made, by wire transfer of immediately available funds, the following payments (each such payment, a “Closing Purchase Price Payment”): (a) payment to the account designated by the Representative of a cash amount equal to the aggregate amount of the Estimated Merger Consideration payable to the Stockholders accordance with Section 1.7(a) and Section 1.7(b) and as set forth in the Pre-Closing Statement, subject Statement to any mutually agreed adjustments determined be distributed by Buyer and Seller pursuant the Representative to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses Stockholders in accordance with the payment instructions this ARTICLE I; provided, that if any Stockholder has not delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing Representative and Parent a duly executed and completed Letter of Transmittal and Surrendered Certificate(s) at least five two (52) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) amount allocated with respect to such Stockholder will be paid to Seller or, the Representative on behalf of such Stockholder (and distributed thereto upon delivery of such executed and completed Letter of Transmittal and Surrendered Certificate(s)). (b) payment to (i) the Company of a cash amount equal to the extent designated aggregate amount payable to the Optionholders set forth on Schedule 1.11(b)(i), in accordance with Section 3.11, 1.7(c) and as set forth in the Pre-Closing Statement to the Members bank account designated in writing by the Representative, which amount shall, subject to the delivery of an Option Cancellation Agreement by such Optionholder in accordance with their respective Pro Rata Percentages; (c) Parent will issue to SellerSection 1.13(d), orno later than the next full payroll cycle of the Surviving Company following the Closing Date, be paid by the Company through the Company’s payroll system to the extent applicable Optionholders (subject to applicable withholding Tax), allocated to each Optionholder in accordance with the Pre-Closing Statement and (ii) the Optionholders set forth on Schedule 1.11(b)(ii) a cash amount equal to the aggregate amount payable to such Optionholders, in accordance with Section 1.7(c) and as set forth in the Pre-Closing Statement to the bank accounts designated by Seller in writing by such Optionholders in accordance with Section 1.11(b); provided, that if any Optionholder set forth on Schedule 1.11(b)(ii) has not delivered to Parent a duly executed and Option Cancellation Agreement at least five two (52) Business Days prior to the Closing Date and in accordance Date, the amount allocated with Section 3.11, respect to such Optionholder will be paid to the Members in accordance with their respective Pro Rata PercentagesCompany on behalf of such Optionholder (and distributed thereto upon delivery of such executed and completed Option Cancellation Agreement through the Surviving Company’s accounts payable system). (c) payment to the Representative of a cash amount equal to $1,500,000 (such amount, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (the “Parent Common StockRepresentative Expense Fund Amount”) equal to 85.00% of the Stock Value divided a bank account designated in writing by the Per Parent Share Price (the “Closing Stock Payment”)Representative; (d) Parent will deposit with payment to the Escrow Agent of a number of shares of unregistered Parent Common Stock cash amount equal to 15.00% of the Stock Value divided by Escrow Amount to the Per Parent Share Price (the “Indemnity Escrow Shares”) bank account designated in an account to be established writing by the Escrow Agent in accordance with the Escrow Agreement Agent, which shall be deposited into an escrow account (the “Escrow Account”)) established pursuant to the Escrow Agreement; and (e) payment on behalf of the Group Companies, to the payees thereof, of an aggregate cash amount equal to the amount of all Closing Date Indebtedness of the type identified in item (i) of the definition of “Indebtedness” and all Transaction Expenses. Each of the Closing Payments shall be made in the amounts and as set forth in the Pre-Closing Statement delivered pursuant to Section 1.10 below. From and after the Effective Time, holders of capital stock of the Company shall cease to have any rights as stockholders of the Company, except as provided herein or by Law. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of capital stock of the Company shall thereafter be made.

Closing Payments. (a) At least two business days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Pre-Closing Statement”), in form and substance satisfactory to Purchaser, setting forth the Company’s good faith determination of the Purchase Price, including the amounts as of immediately prior to the Closing of the Company Closing Debt, all accrued but unpaid Taxes of the Company and the Seller Transaction Expenses. (b) Subject to the satisfaction of all of the conditions set forth in Section 2.2, at the Closing, Buyer will Purchaser shall pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts Statement to Seller or such other Persons as followsindicated below: (ai) an amount equal to the Financial Debt as sum of the Company Closing Debt, all accrued but unpaid Taxes and the Seller Transaction Expenses set forth in on the Payoff Letters Pre-Closing Statement shall be withheld by Purchaser and used by Purchaser to pay, on behalf of the unpaid Company, (A) such Company Closing Debt and Seller Transaction Expenses in accordance with the payment instructions (and with respect to the Company Closing Debt, as set forth in a Payoff Letter) delivered by Seller the Company to Buyer Purchaser before the Closing or, if not before the Closing, as soon as reasonably practicable thereafter and (B) such accrued but unpaid Taxes in accordance with applicable Law; (bii) an amount equal to 66.67% of the Closing Cash Consideration $3,912,000 (the “Closing Cash PaymentEscrow Amount”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may shall be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in deposited into an escrow account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”) with Xxxxx Fargo Bank, National Association (together with its successors and permitted assigns, the “Escrow Agent”) for and on behalf of Seller, to be invested and distributed by the Escrow Agent pursuant to the terms and conditions of an escrow agreement to be entered into as of the Closing by and among Purchaser, Seller and the Escrow Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Escrow Agreement”), which shall serve as security for Seller’s performance of the indemnification and other agreements, covenants and obligations of Seller under this Agreement, any Related Agreement or otherwise; and (iii) the remainder of the Purchase Price shall be delivered to Seller by wire transfer of immediately available funds to the bank account or accounts designated in writing by Seller (which designation shall occur at least two business days prior to the Closing Date).

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followsshall: (a) the Financial Debt pay by wire transfer in immediately available funds to each Seller, to such accounts as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by each such Seller designates to Buyer before in writing not less than three (3) Business Days prior to the ClosingClosing Date an amount equal to the Closing Date Per Share Consideration multiplied by the number of Shares held by such Seller; (b) deposit an amount equal to 66.67$1,250,000 (the “Adjustment Escrow Amount”, and such amount together with any interest earned and gains received thereon, and less any amounts distributed therefrom, being the “Adjustment Escrow Fund”) by wire transfer in immediately available funds into an escrow account (the “Adjustment Escrow Account”) to be established and maintained by JPMorgan Chase Bank N.A (the “Escrow Agent”) pursuant to an escrow agreement substantially in the form attached hereto as Exhibit C (the “Escrow Agreement”), to serve as the sole source (together with the Indemnity Escrow Fund) of payment of Sellers’ obligations pursuant to Section 2.5(f)(ii), if any; (c) deposit an amount equal to the lesser of (i) 50% of the Closing Cash Consideration retention under the R&W Insurance Policy and (ii) $1,250,000 (the “Closing Cash PaymentIndemnity Escrow Amount”, and such amount together with any interest earned and gains received thereon, and less any amounts distributed therefrom, being the “Indemnity Escrow Fund”) via by wire transfer in immediately available funds into an escrow account (the “Indemnity Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the bank accounts designated Escrow Agreement, to serve as the sole source (except in the case of Fraud and, solely as against the insurer, claims under the R&W Insurance Policy) of payment of Sellers’ obligations pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) in respect of Pre-Closing Covenants, Section 10.2(a)(iii), Section 10.2(b)(i) or Section 10.2(b)(ii) in respect of Pre-Closing Covenants, if any; (d) pay by wire transfer in immediately available funds to such account as the Seller Representative designates to Buyer in writing at least five not less than three (53) Business Days prior to the Closing Date, which may be the amount of the Representative Fund; (e) pay the amounts set forth in the Payoff Letters by wire transfer of immediately available funds to the accounts of the Members applicable lenders or other parties as set forth in the Payoff Letters; (f) pay by wire transfer in immediately available funds to such account or accounts as Sellers designate to Buyer, the Transaction Expenses (other than Transaction Expenses payable to Governmental Entities (including the Transaction Expenses designated in clause (iii) of the definition of “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to Transaction Expenses,” which shall be paid to Seller or, to the extent designated remitted in accordance with Section 3.11, to applicable Law) and the Members Transaction Expenses designated in clause (ii) of the definition of “Transaction Expenses,” which shall be remitted in accordance with their respective Pro Rata Percentagesthe terms of the R&W Insurance Policy); (cg) Parent will issue pay by wire transfer in immediately available funds to Sellersuch account or accounts as designated in the D&O Tail Policy, orthe aggregate amount of the Tail Premium; and (h) pay to each Selling Optionholder in accordance with this Article II, by wire transfer of immediately available funds to the extent one or more accounts designated by Seller each Selling Optionholder to Buyer in writing at least five not less than three (53) Business Days prior to the Closing Date and Date, in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% consideration of the Stock Value divided by transfer of its In-the-Money Vested Options, the Per Parent applicable In-the Money Option Share Price (Transfer Payment as set forth on the “Estimated Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Statement, less any required withholding Taxes, and without interest thereon.

Closing Payments. At On the ClosingClosing Date, Buyer will contemporaneously with the filing of the Certificate of Merger, Purchaser shall pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statementpaid, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a)wire transfer of immediately available funds, the following amounts to Seller or (each such other Persons as follows:payment, a “Closing Payment”): (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing by Representative and the Company at least five two (52) Business Days prior to the Closing Date: (i) for payment to the Preferred Stockholders who have delivered a validly executed Letter of Transmittal and the Certificates of Preferred Stock or a duly executed Lost Stock Affidavit pursuant to Section 2.4 as of the date that is two (2) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, an aggregate amount equal to the extent designated in accordance with Section 3.11Per Share Preferred Consideration plus the Per Share Common Consideration as set forth on the Pre-Closing Statement, to multiplied by the Members in accordance with their respective Pro Rata Percentagesnumber of shares of Preferred Stock held by such Stockholders; (cii) Parent will issue to Seller, or, for payment to the extent designated by Seller in writing at least five Common Stockholders who have delivered a validly executed Letter of Transmittal and the Certificates of Common Stock or a duly executed Lost Stock Affidavit pursuant to Section 2.4 as of the date that is two (52) Business Days prior to the Closing Date Date, an aggregate amount equal to the Per Share Common Consideration, as set forth on the Pre‑Closing Statement, multiplied by the number of shares of Common Stock held by such Stockholders; (b) to the Exchange Agent: (i) for future payment pursuant to Section 2.4 to the Preferred Stockholders who have not delivered a validly executed Letter of Transmittal and the Certificates of Preferred Stock or a duly executed Lost Stock Affidavit pursuant to Section 2.4 as of the date that is two (2) Business Days prior to the Closing Date, an aggregate amount equal to the Per Share Preferred Consideration plus the Per Share Common Consideration as set forth on the Pre-Closing Statement, multiplied by the number of shares of Preferred Stock held by such Stockholders; (ii) for future payment pursuant to Section 2.4 to the Common Stockholders who have not delivered a validly executed Letter of Transmittal and the Certificates of Common Stock or a duly executed Lost Stock Affidavit pursuant to Section 2.4 as of the date that is two (2) Business Days prior to the Closing Date, an aggregate amount equal to the Per Share Common Consideration as set forth on the Pre-Closing Statement, multiplied by the number of shares of Common Stock held by such Stockholders; (c) to the Escrow Agent, a cash amount equal to the Indemnity Escrow Amount for the Indemnity Escrow Fund; provided, that in accordance with Section 3.112.6, the Indemnity Escrow Amount shall be funded exclusively from amounts otherwise payable to Xxxxxxx pursuant to Sections 2.2(a) or 2.2(b) by deducting an amount equal to the Indemnity Escrow Amount from the Closing Payment to be made to Xxxxxxx pursuant to Sections 2.2(a) or 2.2(b); and (d) to bank accounts designated in writing by Representative and the Company at least two (2) Business Days prior to the Closing Date, payment on behalf of the Company and its Subsidiaries, to the Members payees thereof, of a cash amount equal to the amount of all Closing Date Indebtedness to be Repaid and all Company Transaction Expenses (including, to Representative, a cash amount equal to the Representative Expense Fund); provided, however, that any Company Transaction Expenses of the type referred to in clause (ii) thereof shall be subject to normal payroll deductions and shall be payable in accordance with their respective Pro Rata Percentagesterms or, a number of shares of unregistered common stockif not specified, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% the Company’s normal payroll practices. Each of the Stock Value divided by Closing Payments shall be made in the Per Parent Share Price (amounts and as set forth in the “Pre-Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal Statement delivered pursuant to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”Section 2.5(a).

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), ) or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least No later than five (5) Business Days prior to the Closing Date, which may be the accounts of the Members Company shall designate a bank or trust company that is reasonably satisfactory to Purchaser (the “Member Bank AccountsPaying Agent”), or and enter into a Paying Agent Agreement with such Paying Agent. (b) At the Seller Closing, Purchaser shall (i) pay on behalf of the “Seller’s Bank Account”Company, to such accounts designated in writing by the Company, an amount, in the aggregate, equal to the Estimated Closing Date Funded Indebtedness to enable the Company to repay the Estimated Closing Date Funded Indebtedness in full (other than obligations under capital leases, which Purchaser and the Company agree will not be repaid at Closing) and (ii) cause all of the outstanding letters of credit issued on behalf of the Company to be paid to Seller or, to fully cash collateralized or shall furnish such letters of credit or other substitute credit support arrangements as the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;beneficiaries of such letters of credit may reasonably request. (c) Parent will issue At the Closing, Purchaser shall pay, with respect to Seller, or, each Stockholder who shall have delivered a completed letter of transmittal substantially in the form of Exhibit A hereto (“Letter of Transmittal”) and certificate(s) representing the Outstanding Shares (other than the Rollover Shares and subject to Section 2.9(h) below) held by such Stockholder for cancellation to Purchaser at or prior to the extent Closing, an amount equal to the product of the number of Outstanding Shares (other than the Rollover Shares) held by such Stockholder and the Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to a single account designated by Seller the Paying Agent for all such Stockholders and paid by the Paying Agent to such Stockholder in writing accordance with the terms of the Paying Agent Agreement. (d) At the Closing, Purchaser shall, with respect to each Stockholder who shall not have delivered a Letter of Transmittal and certificate(s) representing the Outstanding Shares (subject to Section 2.9(h) below) held by such Stockholder for cancellation to Purchaser at or prior to the Closing, pay to the Company, for the benefit of and for payment to such Stockholders in accordance with this Article 2, by wire transfer of immediately available funds to an account designated by the Company to Purchaser at least five two (52) Business Days prior to the Closing Date Date, an amount equal to the product of the number of Outstanding Shares held by all Stockholders and the Per Share Merger Consideration, less all amounts paid to the Paying Agent at Closing pursuant to Section 2.9(c) hereof. The Surviving Company shall pay to the Paying Agent on behalf of each Stockholder, upon receipt by the Surviving Company of a completed Letter of Transmittal and the certificate(s) representing the Outstanding Shares (subject to Section 2.9(h) below) held by such Stockholder, an amount equal to the product of the number of Outstanding Shares held by such Stockholder and the Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the first Business Day thereafter to the Paying Agent for payment to such Stockholder in accordance with Section 3.11the terms of the Paying Agent Agreement. (e) At the Closing, Purchaser shall, with respect to each Optionholder’s Vested Options outstanding immediately prior to the Members Effective Time, pay to the Company, for the benefit of and for payment to such Optionholders in accordance with their respective Pro Rata Percentagesthis Article 2, a by wire transfer of immediately available funds to an account designated by the Company to Purchaser at least two (2) Business Days prior to the Closing Date, an amount equal to the product of (i) the number of shares of unregistered common stock, par value $0.001 per share, Common Stock issuable upon the exercise of Parent such Vested Options and (“Parent Common Stock”ii) equal to 85.00% of the Stock Value divided by (A) the Per Parent Share Price Merger Consideration, minus (B) the exercise price for such Vested Options. Promptly following the Closing, Purchaser shall, with respect to each Optionholder who shall have delivered an Option Cancellation Agreement substantially in the form of Exhibit B hereto (the “Option Cancellation Agreement”) prior to the Closing Stock Payment”); relating to such Optionholder’s Vested Options outstanding immediately prior to the Effective Time, cause the Surviving Company to pay to such Optionholder through its payroll system, in consideration of the cancellation of each Vested Option held by such Optionholder immediately prior to the Effective Time, an amount equal to the excess of (da) Parent will deposit with the Escrow Agent a product of (i) the number of shares of unregistered Parent Common Stock issuable upon the exercise of such Vested Option and (ii) (A) the Per Share Merger Consideration, minus (B) the exercise price for such Vested Option, less (b) any required withholding Taxes. Following the Closing, the Purchaser shall cause the Surviving Company to pay, through its payroll system, to each Optionholder, promptly following receipt by the Surviving Company of an Option Cancellation Agreement, with respect to each Vested Option, an amount equal to 15.00% the excess of (a) the product of (i) the number of shares of Common Stock Value divided by issuable upon the exercise of such Vested Option and (ii) (A) the Per Parent Share Price Merger Consideration, minus (B) the “Indemnity Escrow Shares”exercise price for such Vested Option, less (b) in an account any required withholding Taxes. (f) At the Closing, Purchaser shall pay or cause the Surviving Company to be established pay the Estimated Sellers Expenses (by wire transfer of immediately available funds) to the Escrow Agent applicable recipients of such Estimated Sellers Expenses in accordance with the Escrow Sellers Expenses Notice. (g) At the Closing, Purchaser shall deposit or cause to be deposited (by wire transfer of immediately available funds to an account designated in writing by the Representative at least two (2) Business Days prior to the Closing) the Reserve Amount with the Representative. (h) In the event that any Stockholder’s Common Stock certificates have been lost, stolen or destroyed, upon the making of a customary affidavit of that fact by the Stockholder claiming such certificate to be lost, stolen or destroyed, the Surviving Company will pay, in exchange for the Outstanding Shares represented by such lost, stolen or destroyed certificate, the Per Share Merger Consideration otherwise payable hereunder. (i) Upon making the payments pursuant to Sections 2.9(b), (c), (d), (e), (f) and (g) above, Purchaser shall be deemed to have satisfied its obligations to make payments with respect to the Merger. (j) Any remaining cash unclaimed by holders of Outstanding Shares 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 extent permitted by applicable Law, become the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto. (k) Notwithstanding anything contained herein in this Agreement the Surviving Company and Paying Agent shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable pursuant to this Agreement to any holder of Outstanding Shares, such amount as the Surviving Company or Paying Agent is required to deduct and withhold with respect to such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Outstanding Shares, in respect of which such deduction and withholding was made. (l) No dividends or other distributions with respect to capital stock of the “Escrow Account”)Surviving Company with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate(s) representing Outstanding Shares, including Dissenting Shares. (m) From and after the Effective Time, the holders of Outstanding Shares (other than Dissenting Shares) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, other than the right to receive the Final Per Share Merger Consideration (provided, that Purchaser shall have no liability or obligation with respect to the distribution, if any, of the Reserve Amount to the Securityholders, the terms of which shall be set forth in the Letter of Transmittal) as provided in this Agreement. (n) The Reserve Amount will be distributed by the Representative as provided in the Letters of Transmittal and the Option Cancellation Agreements.

Closing Payments. At (i) Immediately following the ClosingEffective Time on the Closing Date, Buyer will pay Parent shall deposit, or cause to be deposited with U.S. Bank National Association (the “Paying Agent”) by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Merger Consideration, less (A) the Escrow Amount, (B) the Expense Fund Amount, (C) any amounts paid from directly to Company Stockholders on the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller Date pursuant to Section 3.4(a2.9(c)(v), the following and (D) any amounts that Parent is entitled to Seller or such other Persons as follows:withhold pursuant to Section 2.7(i). (aii) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of Promptly following the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer Date, and in writing at least any event within five (5) Business Days thereafter, Parent or its agent shall mail a letter of transmittal in the form attached hereto as Exhibit F(the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. The Company shall deliver a copy of the Letter of Transmittal to the Stockholder Representative. (iii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or the Paying Agent, together with the Letter of Transmittal and any other instruments required thereby (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay, in exchange therefor, to the holder of such Company Stock Certificate, promptly (and in any event within five (5) Business Days) thereafter, the Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7, less the Pro Rata Portion of the Escrow Amount and the Expense Fund Amount attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) and the Expense Fund Amount contributed to the Stockholders Representative on such Stockholder’s behalf pursuant to Section 2.9(b). Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7. (iv) At any time following the last day of the sixth (6th) month following the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to Parent or its designated successor or assign all amounts that have been deposited with the Paying Agent pursuant to Section 2.9(c)(i), and any and all interest thereon or other income or proceeds thereof, not disbursed to the Company Securityholders pursuant hereto, and thereafter the Company Securityholders shall be entitled to look only to Parent with respect to payment of the Merger Consideration. (v) Notwithstanding the foregoing, prior to the Closing DateEffective Time, which the Company may be provide the accounts of Exchange Documents to each Principal Stockholder, and any such Principal Stockholder who delivers to Parent the Members (the “Member Bank Accounts”)Exchange Documents, or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated duly completed and validly executed in accordance with Section 3.11the instructions thereto, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five two (52) Business Days prior to the Closing Date and in accordance with Section 3.11, to shall receive the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% portion of the Stock Value divided Aggregate Merger Consideration such Principal Stockholder is entitled to hereunder by wire transfer of immediately available funds within twenty four (24) hours after the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Effective Time.

Closing Payments. At the Closing, Buyer will pay or cause except for the payment contemplated by (a)(iii) below, Parent shall make the following payments: (i) That amount necessary to be paid from to applicable lenders and other creditors of the Closing Purchase Price as set forth Company to release and satisfy in full any Indebtedness and Encumbrances associated with such Indebtedness (other than Permitted Encumbrances) with respect to the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Company (which amount shall be consistent with the amount indicated in Section 3.4(a3.01(b) of the Disclosure Schedule), the following amounts shall be paid to Seller or such lenders and other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses creditors in accordance with the payment instructions delivered payoff letters or other documentation provided by Seller such creditors or the Company, as applicable (which amount shall be set forth on a fund’s flow statement (the “Funds Flow Statement”) to Buyer before be mutually prepared and agreed upon by the Closingparties in connection with the Closing and which shall include any amounts payable in connection with prepayment penalties or otherwise resulting from the early termination of the applicable Indebtedness); (bii) an The amount equal of the MeadWestvaco Payment less $1,040,000 to 66.67% be paid to the Escrow Agent as provided in Section 3.05(a)(v) of this Agreement shall be paid to MeadWestvaco; (iii) The Company Plan Payouts shall be paid the first Business Day following the Closing in the amounts and to the individual plan participants identified on the Funds Flow Statement; (iv) The amount of the Company Expenses invoiced or accrued and remaining unpaid as of the Closing Cash Date shall be paid to the Persons and in the amounts specified on the Funds Flow Statement; (v) $5,200,000 of the Merger Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank AccountsEscrow Amount”), or which includes $1,040,000 of the Seller (the “Seller’s Bank Account”) to MeadWestvaco Payment, shall be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with Article X and the Escrow Agreement Agreement; and (vi) The remaining portion of the “Escrow Account”)Merger Consideration shall be paid to the Paying Agent for distribution to the Holders.

Closing Payments. At the Effective Time, Acquiror shall deliver an amount equal to the Upfront Payment to Xxxxx Fargo Bank, N.A. (the “Payment Agent”) and the Payment Agent shall, at or as soon as reasonably practicable after the Effective Time, subject to and in accordance with the provisions of Section 1.6 hereof and a Payment Agent Agreement in the form of Exhibit C (the “Payment Agent Agreement”) (with such additional revisions, prior to the Closing, Buyer will pay or cause to be paid from as Acquiror and the Closing Purchase Price as set forth in Stockholders’ Committee may mutually agree after consultation with the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(aPayment Agent), pay and distribute the following amounts to Seller or such other Persons Upfront Payment as follows: (a) One Hundred Thousand Dollars ($100,000) (the Financial Debt as set forth “Committee Reimbursement Amount”) shall be deposited with the Stockholders’ Committee, to be held by the Stockholders’ Committee for the payment of expenses incurred by the Stockholders’ Committee in the Payoff Letters performing its duties pursuant to this Agreement and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the ClosingEscrow Agreement; (b) an amount equal to 66.67% of the Closing Cash Consideration The Escrow Contribution Amount shall be deposited with Xxxxx Fargo Bank, N.A. (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank AccountEscrow Agent”) to be paid held on behalf of the Former Holders pursuant to Seller or*Confidential Treatment Requested. Omitted portions filed with the Commission. an Escrow Agreement in the form of the attached Exhibit D (the “Escrow Agreement”) (with such additional revisions, prior to the extent designated in accordance Closing, as Acquiror and the Stockholders’ Committee may mutually agree after consultation with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;Escrow Agent); and (c) Parent will issue to SellerThe Net Upfront Payment shall be paid in respect of all of the shares of Target Capital Stock, or, to the extent designated by Seller in writing at least five (5) Business Days Target Options and the Target Warrants outstanding immediately prior to the Closing Date and in accordance with Section 3.11, Effective Time pursuant to the Members in accordance with their respective Pro Rata Percentages, a number terms of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of this Agreement and the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Payment Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Agreement.

Closing Payments. At Subject to the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as terms and conditions set forth in the Pre-Closing Statementthis Agreement, subject and prior to any mutually agreed adjustments determined by Buyer and Seller adjustment pursuant to Section 3.4(a)2.12, at the following amounts to Seller or such other Persons as followsClosing: (a) Purchaser shall pay, on behalf of the Financial Debt as Company, to such accounts designated in any Payoff Letters with respect to the Company Indebtedness delivered at least three (3) Business Days prior to Closing, the amount set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closingtherein; (b) an amount equal Purchaser shall cause the Paying Agent to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer pay, with respect to each Preferred Stockholder who shall have delivered to the bank accounts designated by Seller to Buyer in writing Paying Agent, at least five three (53) Business Days prior to the Closing Date, which may be a properly completed letter of transmittal substantially in the accounts form of the Members Exhibit B hereto (the each, a “Member Bank AccountsLetter of Transmittal”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, Liquidation Value with respect to the extent Series A Preferred Shares held by such Preferred Stockholder, which such amount shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentagessuch Preferred Stockholder’s Letter of Transmittal; (c) Parent will issue Purchaser shall cause the Paying Agent to Sellerpay, or, with respect to each Common Stockholder who shall have delivered to the extent designated by Seller in writing Paying Agent, at least five three (53) Business Days prior to the Closing Date and in accordance with Section 3.11Date, a properly completed Letter of Transmittal, an amount equal to the Members in accordance with their respective Pro Rata Percentages, a product of the number of shares of unregistered common stockCommon Stock held by such Stockholder and the Closing Per Share Merger Consideration (if any), par value $0.001 per sharein each case, which such amounts shall be payable by wire transfer of Parent immediately available funds on the Closing Date to the account designated in such Common Stockholder’s Letter of Transmittal; (d) Purchaser shall pay to the Company, by wire transfer of immediately available funds, the Closing Option Consideration payable in respect of each In-the-Money Option, for the benefit of each Option Holder holding In-the-Money Options who shall have delivered to the Company, at least three (3) Business Days prior to the Closing Date, a duly executed and properly completed option surrender letter substantially the form attached as Exhibit C hereto (each, an “Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock PaymentOption Surrender Letter”); (de) Parent will deposit with Purchaser shall pay, on behalf of the Company, by wire transfer of immediately available funds, the Estimated Seller Expenses to the applicable recipients thereof as set forth on the Pre-Closing Statement; (f) Purchaser shall pay to the Escrow Agent a number Agent, by wire transfer of shares of unregistered Parent Common Stock immediately available funds, an amount equal to 15.00% of the Stock Value divided by Adjustment Escrow Amount, the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account Amount and the Sequoia Matter Escrow Amount to be established by held in the applicable Escrow Agent Accounts in accordance with the terms of this Agreement and the Escrow Agreement Agreement; and (g) Purchaser shall pay to the “Escrow Account”)Sellers’ Representative, by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative at least three (3) Business Days prior to the Closing, the Sellers’ Representative Expense Amount, which shall be used to pay costs, fees and expenses incurred by or for the benefit of the Securityholders on or after the Closing Date and shall be paid or distributed at the direction of the Sellers’ Representative as provided in the Letters of Transmittal or the Option Surrender Letters, as applicable.

Closing Payments. At The Merger Consideration shall be paid by CHC at Closing as follows: (i) 4,000,000 shares of CHC Common Stock, representing the ClosingEscrow Shares, Buyer will pay shall be held by Truist Bank (an affiliate of Acquiom Financial LLC) in its capacity as escrow (the “Escrow Agent”), and subject to release to ClearTrust, LLC, as registrar and transfer agent (the “Transfer Agent”) for the account of the VNC Stockholders, or cancellation, in each case pursuant to the terms of Article VII and the escrow agreement to be entered into with the Escrow Agent substantially in the form of Exhibit D-2 hereto (the “Escrow Agreement”). (ii) CHC shall deliver or cause to be delivered to Acquiom Financial LLC, as payments administrator (the “Paying Agent”) (i) the CHC Cash Consideration in immediately available funds less (A) the Representative Amount, less (B) the amounts payable pursuant to Section 4.4(b) (which, for the avoidance of doubt, shall be paid by CHC, or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller VNC pursuant to Section 3.4(a4.4(b), the following ) and (C) less any amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth payable in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% excess of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated $1,000,000 in accordance with Section 3.114.5, to and (ii) the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stockCHC Common Stock determined by subtracting the number of shares underlying the Adjusted CHC Options and Adjusted CHC Warrants to be issued pursuant to Section 4.4(a) from 12,000,000 (collectively, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock PaymentConsideration”); , which shall be used solely and exclusively for purposes of paying the consideration to the VNC Stockholders pursuant to Section 1.8(b), subject to compliance with Section 1.8(c)(i). At the Closing, CHC shall also deliver and pay to the Paying Agent, the aggregate amount equal to the sum of: (di) Parent will deposit the amounts payable to each payee identified on Schedule 1.8(a)(ii) of the Consideration Spreadsheet, and (ii) the amount of transaction expenses to each payee identified on Schedule 1.8(a)(ii) of the Consideration Spreadsheet, with the Escrow Paying Agent a number of shares of unregistered Parent Common Stock equal to 15.00% promptly pay such amounts to the applicable payees as shown on Schedule 1.8(a)(ii) of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)Consideration Spreadsheet.

Closing Payments. At the Closing, Buyer will Parent shall pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as followsby wire transfers of immediately available funds: (ai) Unless otherwise extinguished by the Financial Company prior to the Closing, Parent shall pay or cause to be paid to each creditor listed on Schedule 5.6, to an account designated by such creditor in writing, the amount of Specified Debt specified in such creditor’s Pay-Off Letter. (ii) Parent shall pay or cause to be paid all Company Transaction Costs that remain outstanding as set forth of the Closing Date to such account or accounts as are designated by the Company, in the Payoff Letters and the unpaid Transaction Expenses each case in accordance with the payment instructions delivered by Seller to Buyer before the Closing;Section 5.5. (biii) an amount equal Subject to 66.67% Sections 2.6, 2.9, 2.11(c), and 2.12, Parent shall pay or cause to be paid to each Stockholder that delivers a completed and duly executed letter of transmittal in the Closing Cash Consideration form attached hereto as Exhibit E (the each, a “Closing Cash PaymentLetter of Transmittal”) via wire transfer and a Certificate for cancellation (or an affidavit of lost Certificate as contemplated by the Letter of Transmittal) to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days Parent or its designee on or prior to the Closing Date, which may be the accounts amounts attributable to the Outstanding Shares represented by such Certificate(s) (or affidavit(s), as applicable) pursuant to Section 2.6(b), 2.6(c), 2.6(d), 2.6(e) or 2.6(f), as applicable; provided, however, that one-half (1/2) of the Members consideration payable to each of Xxxx Xxxx and the Xxxx X. Xxxx Revocable Trust pursuant to this Section 2.11(a)(iii) (the “Member Bank AccountsHelm Closing Share Amount”) shall be paid in the form of Parent Common Shares rather than cash, all of which Parent Common Shares shall be restricted and subject to forfeiture as provided in the Restricted Shares Agreement, and the number of which shall be calculated by dividing such Helm Closing Share Amount by the Closing Stock Valuation, with the resulting share amount rounded down to the nearest whole share. As promptly as practicable after the date of this Agreement, the Company shall mail each Stockholder a form of Letter of Transmittal and instructions for use in surrendering such Certificates and receiving the amounts to the Outstanding Shares represented by such Certificate(s)(or affidavit(s), as applicable) pursuant to Section 2.6(b), 2.6(c), 2.6(d), 2.6(e) or the Seller (the “Seller’s Bank Account”) to be paid to Seller or2.6(f), to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”)as applicable.