Common use of Closing Payments Clause in Contracts

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

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

Closing Payments. Part 1.11 of At the Company Disclosure Schedule sets forth: Closing: (a) Purchaser shall deliver, or cause to be delivered, to Seller (i) promissory notes evidencing, in the Company’s good faith estimate aggregate, the Closing Date Preferred Amount, substantially in the form attached as Exhibit C (collectively, the “Promissory Notes”) plus (ii) a stock certificate evidencing the full amount of the amount payable Closing Equity Consideration; (b) Purchaser shall pay, or cause to the holder be paid, all Indebtedness and other amounts of Debt outstanding under the CIT Loan Agreement any kind owing as of the Closing Date under the First Lien Credit Agreement and the Second Lien Credit Agreement and any other Closing Date Debt that is due and payable as of the Closing Date; provided, however, that Purchaser shall not pay off at Closing any Capital Lease Obligations of the Company or its Subsidiaries entered into prior to Closing unless such Capital Lease Obligations are due and payable as of the Closing or would otherwise be in default as of the Closing (b) an itemized list including any Capital Lease Obligation of all Transaction Expenses owed by the Target Companies Company or its Subsidiaries, the terms of which require a consent on or prior to the Closing in connection with the transactions contemplated hereby, and which consent has not been obtained as of the Closing); (c) Purchaser shall pay, including the identity of each payee and the Company’s good faith estimate of the amount or cause to be owed as of paid, the ClosingClosing Date Selling Expenses (which payment may be made post-Closing if consistent with the agreement underlying such Closing Date Selling Expenses); and (d) Purchaser shall pay, or cause to be paid, to Seller the Cash Consideration (if any). At Notwithstanding anything to the contrary herein, at the Closing, Parent Seller shall deliver on behalf pay any Overage Amount as directed by the Purchaser, either (1) in cash or (2) at the Seller’s election (the “Closing Equity Election”) by reducing the number of shares of Purchaser Common Stock (rounding up to the Company by wire transfer nearest whole share in the case of immediately available funds any fractional shares) that it would receive as Closing Equity Consideration equal to (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan AgreementOverage Amount, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and divided by (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingPer Share Price.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, the Parent shall deliver on behalf pay or cause to be paid, or shall deposit or cause to be deposited, as the case may be, the following amounts by wire transfers of immediately available funds, pursuant to wire transfer instructions confirmed by the Company applicable payment recipient in writing, or other applicable payment methods as may be authorized by any particular Stockholder pursuant to such Stockholder’s Letter of Transmittal: (i) The Parent shall pay, or cause to be paid, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of Escrow Agent, the Available Closing Expense Adjustment Escrow Amount and the Closing Debt Indemnification Escrow Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under Escrow Agent to hold in an account (the CIT Loan “Escrow Account”) and disburse solely in accordance with this Agreement otherwise agree to amend and the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation terms of the transactions contemplated herebyEscrow Agreement; (ii) The Parent shall issue or pay or cause to be issued or paid, as applicable, to each holder of Company Shares that delivers a completed and duly executed letter of transmittal in the form attached hereto as Exhibit C (each, a “Letter of Transmittal”), all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by the Letter of Transmittal) and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified duly executed Lock-Up Agreement substantially in the Transaction Expenses Payoff Instructionsform attached hereto as Exhibit D (each, a “Lock-Up Agreement”) with respect to such Person’s pro rata share shares of the Available Closing Advisory Expense AmountSpecified Parent Common Stock, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days Parent on or prior to the Closing Date (iDate, the number of shares of Specified Parent Common Stock set forth opposite such holder’s name on Section 3.1(b) of the Company Disclosure Schedule; (iii) The Parent shall obtain and provide pay, or cause to Parent a payoff letter in customary form and which shall contemplate the termination and release be paid, by wire transfer of all Encumbrances relating immediately available funds to the CIT Loan Agreement upon receipt Stockholders’ Representative (for the account of and on behalf of the amount indicated in such payoff letter (the “Debt Payoff Letter”Stockholders), and the Closing Date Cash Merger Consideration; (iiiv) The Parent shall pay or cause to be paid to the applicable lenders identified in Section 4.1(a)(iv) of the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions Disclosure Schedule and any other information necessary holder of Closing Indebtedness, the applicable amounts in respect of the Estimated Closing Indebtedness pursuant to effect the final payment delivery instructions provided in full thereof the applicable Payoff Letters; and (v) The Parent shall pay or cause to be paid to the “applicable payees set forth on Section 4.1(a)(v) of the Company Disclosure Schedule and any other Person to whom Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment are owed, the Estimated Transaction Expenses pursuant to the CIT Loan Agreement to permit delivery instructions provided in the amounts thereunder to remain outstandingapplicable Invoices.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable Prior to the holder of Debt outstanding under Effective Time, Parent shall enter into an agreement with the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the ClosingExchange Agent. At the ClosingEffective Time, Parent shall deliver on behalf deposit or cause to be deposited with the Exchange Agent (i) certificates representing the number of shares of Parent Common Stock sufficient to deliver, and Parent shall instruct the Exchange Agent to deliver, the Base Aggregate Stock Consideration minus the shares of Parent Common Stock included in the Escrow Amount and (ii) an amount of cash equal to the Estimated Adjusted Cash Consideration minus the cash portion of the Company Escrow Amount by wire transfer of immediately available funds funds. (xii) As soon as practicable following the Closing Date, Parent or the Exchange Agent shall mail the Letter of Transmittal to CIT Northbridge Credit LLC each Company Securityholder at the address set forth opposite each such Company Securityholder’s name on the Spreadsheet. (iii) Upon surrender of the Company Stock Certificates or Company Warrants representing their respective shares of Company Capital Stock for cancellation to Parent or the Exchange Agent, together with the Letter of Transmittal and the Exchange Documents, 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 into which the shares of Company Capital Stock represented by such Company Stock Certificate or underlying such Company Warrant have been converted pursuant to Section 2.7 less the Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock including shares underlying any Company Warrant, 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). 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) As soon as agent for reasonably practicable following the lenders under determination of the CIT Loan AgreementFinal Adjusted Cash Consideration pursuant to Section 2.10, if the Final Adjusted Cash Consideration is less than the Estimated Adjusted Cash Consideration (such amount, the “Shortfall Amount”), then Parent and the Stockholder’s Representative shall instruct the Escrow Agent to promptly release the Shortfall Amount from the Escrow Fund. As soon as reasonably practicable following the determination of the Final Adjusted Cash Consideration pursuant to Section 2.10, if the Final Adjusted Cash Consideration is greater than the Estimated Adjusted Cash Consideration (such amount, the “Excess Amount”), then Parent shall deposit an amount of cash equal to the lesser of the Available Closing Expense Excess Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of Exchange Agent for distribution to the transactions contemplated hereby)Company Securityholders in accordance with their Pro Rata Portions. (v) Notwithstanding anything in this Agreement to the contrary, and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date that either (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt payment of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and Excess Amount pursuant to Section 2.9(b)(iv) or (ii) any payment resulting from the Company shall provide to Parent documentation setting forth an itemized list Estimated Adjusted Cash Consideration or the Base Aggregate Cash Consideration being in excess of Sixty-Two Million Dollars ($62,000,000) would result (absent this provision) in the cash portion of the Closing Transaction Expenses owed Merger Consideration (excluding, for the purposes of this Section 2.9(v), the Escrow Amount and the Deferred Merger Consideration) payable by Parent pursuant to this Agreement comprising more than sixty percent (60%) of the Target Companiestotal consideration paid in the Merger (as determined pursuant to Treasury Regulations Section 1.368-1T(e)(2)), including Parent shall substitute a sufficient number of shares of Parent Common Stock (valued at the identity per share closing price as of each payee, dollar amounts owed, bank wire instructions the date prior to the date hereof) for cash to satisfy its obligations under Sections 2.9(b)(iv) and any other information necessary payment resulting from the Estimated Adjusted Cash Consideration or the Base Adjusted Cash Consideration being in excess of Sixty-Two Million Dollars ($62,000,000)) as applicable. (vi) From and after the Effective Time, Parent shall be permitted to effect instruct the final payment in full thereof Exchange Agent to pay any holder of Company Options not exercised prior to the Effective Time the Merger Consideration into which the shares of Company Capital Stock underlying such Company Options could have been converted as of immediately prior to the Effective Time had such Company Option been exercised (such amount, the “Transaction Expenses Payoff InstructionsOption Consideration”) less (A) the exercise price of such Company Options, less (B) the Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock, based on 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). The Option Consideration of a Company acknowledges and agrees that neither Parent nor Purchaser has Option less the exercise price of such Company Option is referred to herein as the “Optionholder’s Portion of the Merger Consideration”. If any obligation to pursue any amendment Company Option expires prior to the CIT Loan Agreement end of the Escrow Period without having been exercised, then the Optionholder’s Portion of the Merger Consideration with respect to permit their Company Options outstanding and unexercised as of immediately prior to the amounts thereunder Effective Time shall be distributed to remain outstandingthe Company Stockholders by the Exchange Agent at the end of the Escrow Period in accordance with the distribution procedures set forth in Section 8.7(b).

Closing Payments. Part 1.11 Subject to the terms and conditions set forth in this Agreement, the Closing Date Purchase Price shall be payable at the Closing by Buyer to or for the benefit of the Company Disclosure Schedule sets forth: as follows: (a) Buyer will pay or cause to be paid to (i) the holders of Indebtedness of the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Company, in accordance with the pay-off letters delivered in accordance with Section 7.5, the aggregate amount of such Indebtedness, payable to such Persons by wire transfer of immediately available funds in accordance with such pay-off or pay-down letters; (xii) to CIT Northbridge Credit LLC Summit Subordinated Debt Fund III-A, L.P., a Delaware limited partnership, Summit Subordinated Debt Fund III-B, L.P., a Delaware limited partnership, and Summit Investors VI, L.P., a Delaware limited partnership (the “Second Lien Lenders”), on behalf of the Company, in accordance with the consent attached hereto as agent Exhibit E (the “Lender Consent”), the aggregate amount of Indebtedness calculated in accordance with the Lender Consent; and (iii) for any holders of Specified Remaining Indebtedness, such amounts in accordance with the lenders under Specified Remaining Indebtedness Instructions. (b) Buyer will pay, or cause to be paid, the CIT Loan Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, an amount equal the “Escrow Fund”) to the lesser Escrow Agent by wire transfer of immediately available funds to accounts designated by the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid Escrow Agent at Closing to the extent of Available Cash. No less than least two (2) Business Days days prior to the Closing Date to be held for the purpose of securing a purchase price adjustment under Section 2.6(e) and the indemnification obligations of Seller Parties set forth in Article 10. (ic) Buyer will pay or cause to be paid to the payees of Transaction Expenses, on behalf of the Company, the aggregate amount of such Transaction Expenses payable to payees by wire transfer of immediately available funds in accordance with instructions delivered to Buyer by the Seller Parties at least two (2) days prior to the Closing. (d) Buyer will pay or cause to be paid to the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of Closing Date Purchase Price, less the amount indicated in of any Indebtedness paid by Buyer pursuant to Section 2.5(a), less the Escrow Amount, less the amount of any Transaction Expenses paid by Buyer pursuant to Section 2.5(c), such payoff letter net amount (the “Debt Payoff LetterClosing Cash Payment”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list be paid by wire transfer of the Closing Transaction Expenses owed immediately available funds in accordance with instructions delivered to Buyer by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof Seller Parties at least two (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment 2) days prior to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingClosing.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable Prior to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent and the Equityholders’ Representative shall deliver enter into the Paying Agent Agreement with the Escrow Agent (in such capacity, the “Paying Agent”). Any funds deposited by Parent with the Paying Agent pursuant to the Paying Agent Agreement shall be held in a dedicated non-interest bearing account and used to satisfy the payments that Parent is required to make in accordance with the terms of this Article III. At or prior to the Closing, in respect of the Merger, Parent shall pay (or cause the Paying Agent to pay) by Wire Transfer: (i) to each Stockholder who has delivered or delivers duly completed and validly executed Surrender Documentation at least one Business Day prior to the Closing Date, to the account set forth in such Stockholder’s duly completed and validly executed Surrender Documentation, an amount equal to such Stockholder’s allocable share of the Net Estimated Closing Payment Amount, as reflected in the Estimated Closing Statement (other than any amounts payable in respect of Vested Option Shares held by such Stockholder, as reflected on behalf the Estimated Closing Statement, which amounts will be paid to the Company as described in Section 3.5(a)(ii)); (ii) to a segregated account of the Company designated in writing by wire transfer of immediately available funds (x) the Company at least one Business Day prior to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan AgreementClosing Date, by Wire Transfer, an amount equal to the lesser aggregate Closing Option Payments (as reflected in the Holder Payment Schedule) of each holder of Vested Option Shares, which amount shall be allocated and paid to the holders of Vested Option Shares in accordance with Section 3.3; (iii) to a segregated account designated by the Paying Agent at least one Business Day prior to the Closing Date, solely for the benefit of the Available Closing Expense Amount Stockholders that have not delivered duly completed and validly executed Surrender Documentation at least one Business Day prior to the Closing Debt Date (such account, the “Unclaimed Account” and such Stockholders, “Late Stockholders”), by Wire Transfer, an amount equal to the sum of the amounts of the Net Estimated Closing Payment Amount allocated and payable to each such Late Stockholder (unless Parent and CIT Northbridge Credit LLC other than any amounts payable in respect of Vested Option Shares held by such Late Stockholder, as agent for reflected on the lenders under Estimated Closing Statement, which shall be paid by the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Surviving Corporation, in connection accordance with the consummation mechanics described in Section 3.3 or in respect of the transactions contemplated herebyDissenting Shares), which deposit shall be used solely and (y) exclusively for purposes of paying to each Person who is owed a portion of such Late Stockholder the Closing Transaction Expenses, consideration payable to such Late Stockholder as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.Section 3.1(b). Any amounts remaining payable to any of the Persons described Such payment shall satisfy in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be full all payment obligations of the Surviving Corporation to any such Late Stockholders with respect to any shares of Common Stock held by such Late Stockholders, and thereafter such Late Stockholders shall only look to the Paying Agent for payment hereunder. Following the Closing, upon delivery by any Late Stockholder to Parent or the Surviving Corporation of duly completed and validly executed Surrender Documentation, (i) Parent or the Surviving Corporation shall promptly (and, in any event, not later than two Business Days after receipt of the duly completed and validly executed Surrender Documentation) notify the Paying Agent of such receipt and (ii) Parent or the Surviving Corporation shall promptly direct the Paying Agent to promptly (and, in any event, not later than five Business Days after such receipt) pay to such Late Stockholder cash in an amount equal to the amount of the Net Estimated Closing Payment Amount allocated and payable to such Late Stockholder, as set forth in the Estimated Closing Statement, which amounts shall be paid at by Wire Transfer in accordance with the instructions provided by such Late Stockholder (except for any amounts allocated and payable in respect of Vested Option Shares held by such Late Stockholder, as reflected on the Estimated Closing Statement, which shall be by the Surviving Corporation, in accordance with the mechanics described in Section 3.3). No interest will be paid or will accrue on the cash payable to any Holder pursuant to this Section 3.5(a)(iii) or Section 3.3; (iv) to the extent Escrow Agent, cash equal to the Adjustment Escrow Amount for deposit into the Adjustment Escrow Account and cash equal to the Indemnity Escrow Amount for deposit into the Indemnity Escrow Account. Any cash distributed to the Holders pursuant to the Escrow Agreement shall be deemed part of Available Cash. No less than the Aggregate Merger Consideration; and (v) to a segregated account designated by the Equityholders’ Representative on behalf of the Holders at least two (2) Business Days prior to the Closing Date (ithe “Equityholders’ Representative Expense Account”), the Equityholders’ Representative Expense Amount to be held and used by the Equityholders’ Representative in accordance with Section 11.17(f). Notwithstanding the foregoing, Parent may withhold a portion of the Estimated Closing Merger Consideration with respect to any Person that has executed an employment agreement that contains rollover or investment commitments from such employee, with the amount so withheld to be in accordance with the terms of such employment agreement, including any condition that such person must be employed as of the Closing for such rollover or investment to be required. (b) At or prior to the Closing, in respect of the Merger, the Company shall obtain and provide pay (or cause to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating be paid) to the CIT Loan Agreement upon receipt of applicable third parties by Wire Transfer the amount indicated in such payoff letter (the “Debt Payoff Letter”), amounts due and (ii) owing from the Company shall provide or any of its Subsidiaries to Parent documentation setting such third parties as Transaction Expenses, as set forth an itemized list of in the Estimated Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingStatement.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of pay or cause to be paid (by an exchange agent reasonably acceptable to the Company Company, if Parent so elects at Parent’s sole cost and expenses), or shall deposit or cause to be deposited, as the case may be, the following amounts by wire transfer of immediately available funds pursuant to wire transfer instructions confirmed by the applicable payment recipient in writing, or other applicable payment methods as may be authorized by any particular Securityholder pursuant to a Letter of Transmittal, Option Cancellation Agreement and/or Warrant Cancellation Agreement, as applicable, as follows: (xi) to CIT Northbridge Credit LLC each lender (if any) under Company Debt, to an account designated by such lender in writing, the amount of Debt specified in such lender’s Pay Off Letter (collectively, the sum of such Debt amounts for all such payees being hereinafter referred to as the “Debt Pay-Off Amount”); (ii) the Escrow Amount plus the Working Capital Escrow Amount with the Escrow Agent; (iii) all Company Transaction Costs that remain outstanding as of the Closing Date to such account or accounts as are designated by the Company in accordance with Section 5.14 (collectively, the sum of such payments for all payees of Company Transaction Costs being hereinafter referred to as the “Paid Company Transaction Costs”); (iv) such account as is designated by the Representative in writing, the Representative Holdback; (v) to each Stockholder that delivers a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of loss and indemnity agreement as contemplated by the Letter of Transmittal and who complies with the requirement of such affidavit of loss and indemnity agreement) to Parent or its exchange agent on or prior to the Closing Date, an amount equal to the Stockholder’s Applicable Percentage of the Closing Merger Consideration. Notwithstanding anything to the contrary in this Agreement, with respect to any payments due to a Stockholder as a result of the net exercise and cancellation at the Effective Time of any Non-Company Warrants held (but not issued) by such Stockholder, such amounts (including, without limitation, any amounts which are payable by the Representative or the Escrow Agent hereunder) shall be remitted to and processed by the Surviving Corporation or its agent, and paid to such Stockholder in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its agent shall pay, or cause to be paid, to such Stockholder any amounts received from the Representative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts. (vi) through the Company’s payroll system (or, at the option of Parent for the lenders under the CIT Loan any particular Optionholder, through Parent’s exchange agent) to each Optionholder that delivers a completed and duly executed Option Cancellation Agreement, an amount equal to (I) the lesser excess of (x) such Optionholder’s Applicable Percentage of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and Merger Consideration over (y) the aggregate exercise price for all outstanding vested Options held by such Optionholder and (II) the amounts, if any, that may become payable in respect of such Options in the future pursuant to Section 2.12 and/or Section 2.13. Notwithstanding anything to the contrary in this Agreement, with respect to any payments which become due in respect of Options from and after the Closing, such amounts (including, without limitation, any amounts which are payable by the Representative or the Escrow Agent hereunder) shall be remitted to and processed by the Surviving Corporation or its payroll agent, and paid to the respective Optionholders in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its payroll agent shall pay, or cause to be paid, to Optionholders any amounts received from the Representative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (vii) to each Person who is owed Warrantholder that delivers a portion completed and duly executed Warrant Cancellation Agreement an amount equal to (I) the excess of (x) such Warrantholder’s Applicable Percentage of the Closing Transaction ExpensesMerger Consideration over (y) the aggregate exercise price for all outstanding Warrants held by such Warrantholder and (II) the amounts, as specified in the Transaction Expenses Payoff Instructionsif any, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (that may become payable in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and such Warrants in the HL Cap Amount (future pursuant to Section 2.12 and/or Section 2.13. Notwithstanding anything to the contrary in this Agreement, with respect to any payments which become due in respect of Xxxxxxxx Xxxxx CapitalWarrants from and after the Closing, Inc.). Any such amounts remaining (including, without limitation, any amounts which are payable to any of by the Persons described in Representative or the foregoing clause (yEscrow Agent hereunder) in excess of the amounts funded by Parent pursuant hereto shall be obligations of remitted to and processed by the Surviving Corporation or its agent, and shall be paid at Closing to the extent respective Warrantholders in the amounts and at the times set forth in this Agreement, net of Available Cashall required withholdings as set forth in Section 2.15. No less The Surviving Corporation or its agent shall pay, or cause to be paid, to Warrantholders any amounts received from the Representative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than two five (25) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon following receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingamounts.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of or cause to be delivered the Company following: 3.4.1. to an account designated in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreementfunds, an amount equal to the lesser of aggregate amount required to be paid with respect to the Available Closing Expense Amount Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)any Dissenting Shares, and (y) to each Person who is owed a portion of the Closing Transaction Expensesprovided, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by that Parent pursuant hereto shall be obligations of entitled to, and to instruct the Surviving Corporation Payments Administrator to, deduct and shall be paid withhold from the aggregate Per Share Consideration payable at Closing to the extent obligors of Available Cashthe promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement; 3.4.2. No less than two (2) Business Days to an account designated in writing by the Company prior to the Closing Date (i) Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company shall obtain and provide to Parent a payoff letter such Optionholders in customary form and which shall contemplate accordance with Section 3.2.4, but not later than five (5) Business Days following the termination and release of all Encumbrances relating Closing Date; 3.4.3. to an account designed in writing by the Payments Administrator prior to the CIT Loan Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the 2011 Agreement upon receipt (as directed by the 2011 Seller Representative); 3.4.4. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement; 3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing; 3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the amount indicated in such payoff letter (Escrow Agreement and to be disbursed by the “Debt Payoff Letter”), and (ii) Escrow Agent pursuant to the Company shall provide to Parent documentation setting forth an itemized list terms of the Closing Transaction Expenses owed Escrow Agreement and this Agreement; and 3.4.7. to an account designated in writing by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment Equityholder Representative prior to the CIT Loan Agreement Closing Date, by wire transfer of immediately available funds, an amount equal to permit the amounts thereunder Representative Fund Amount, to remain outstandingbe held and disbursed by the Equityholder Representative in accordance with this Agreement.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver the Buyer shall: (i) deposit with the Payments Administrator, an amount as specified in Section 2.11(a); (ii) pay on behalf of the Company Company, or cause the Surviving Entity to pay, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of bank accounts or accounts designated by the Available Closing Expense Amount and the Closing Debt Amount respective payee in writing no later than five (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (25) Business Days prior to the Closing Date Date: (A) to each lender or holder of Indebtedness identified on the Preliminary Closing Statement and outstanding as of immediately prior to the Effective Time, the amount of Indebtedness owed to such lender or holder, which amount is set forth in the applicable payoff letter (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 Company and release of the Company from any obligations under such Indebtedness (collectively, “Payoff Letters”) and (B) to each Person entitled to any 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 bank account designated by the Stockholder Representative in writing no later than three (3) Business Days prior to the Closing Date, the Stockholder Representative Expense Amount; (iv) deposit with the Surviving Entity, an amount equal to the Closing Option Consideration (as set forth on the Distribution Schedule) that is payable in cash, inclusive of the applicable Option Withholding Amount, which amount shall be paid by the Surviving Entity to the Optionholders and the applicable Tax authorities on behalf of the Optionholders promptly following the Effective Time utilizing the Surviving Entity’s payroll system; and (v) pay to the Escrow Agent in cash, to the bank account designated by the Escrow Agent in writing no later than three (3) Business Days prior to the Closing Date, to hold in accordance with the Escrow Agreement (the “Escrow Account”), an amount equal to $1,478,904.00 (the “Escrow Amount”) to secure the Stockholders’ obligations under Article VII; (vi) retain an amount of cash equal to $150,000.00 the (“Purchase Price Adjustment Holdback Amount”) to secure the Stockholders’ obligations under Section 2.13(h); and (vii) retain an amount of cash equal to $25,000.00 the (“Optionholder Holdback Amount”) to secure the Stockholders’ obligations under Article VII with respect to subsection (iv) of the definition of Indemnified Liabilities (the “Deisboeck Liabilities”). (b) If a Stockholder delivers to the 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 equal to (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and applicable Closing Per Share Merger Consideration multiplied by (ii) the number of Shares surrendered pursuant to such Letter of Transmittal, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 or additional cash, without interest, for payment in lieu of fractional shares of Buyer Common Stock, and such Shares shall, at the Closing, be cancelled. If a Stockholder does not submit such 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 equal to: (A) the applicable Closing Per Share Merger Consideration multiplied by (B) the number of Shares surrendered pursuant to such Letter of Transmittal, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 or additional cash, without interest, for payment in lieu of fractional shares of Buyer Common Stock, and such Shares shall, upon such surrender, be cancelled. If payment in respect of any Share is to be made to a Person other than the Person in whose name such Share is registered, it shall be a condition of payment that the Share so surrendered shall be in proper form for transfer. Until surrendered in accordance with the provisions of this Section 2.12, any Shares (other than any Cancelled Shares or any Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the right to receive the applicable Per Share Merger Consideration payable with respect thereto, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 as contemplated herein. For the avoidance of doubt, any holder receiving the applicable Per Share Merger Consideration shall be entitled to any remainder of the Merger Consideration that becomes available to them in accordance with the Distribution Schedule (subject to the Buyer Parties’ setoff rights set forth in Section 7.7, as applicable). (c) At the Effective Time, the stock transfer books of the Company shall provide to Parent documentation setting forth an itemized list be closed and there shall be no further registration of transfers of any shares of Capital Stock thereafter on the records of the Closing Transaction Expenses owed 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 Entity, it shall be cancelled and exchanged as provided in this Section 2.12. (d) All cash paid and Buyer Common Stock issued upon conversion of the Shares in accordance with the terms of this Article II shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Shares. From and after the Effective Time, the holders of Shares shall cease to have any rights with respect to such Shares, except as otherwise provided herein or by applicable Law. (e) At any time following the Target Companies, including the identity expiration of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect eighteen (18) months after the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment of Merger Consideration is made to the CIT Loan Payments Administrator (after giving effect to payments of the Earnout Amount and the final resolution of any pending claims or other disputes relating to Merger Consideration), the Surviving Entity shall be entitled to require the Payments Administrator to deliver to it any cash (including any interest received with respect thereto) or shares of Buyer Common Stock reserved for issuance which had been made available to the Payments Administrator and which have not been disbursed to the Company Securityholders, and such cash and shares of Buyer Common Stock shall thereafter become the property of the Surviving Entity. Thereafter, such holders shall be entitled to look to the Surviving Entity (subject to applicable abandoned property, escheat or similar Law) only as general creditors thereof with respect to the applicable consideration payable as contemplated by this Agreement upon due surrender of their Shares, without any interest thereon. Any portion of such remaining cash and shares of Buyer Common Stock unclaimed by the Company Securityholders as of a date which is immediately prior to permit such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the amounts thereunder to remain outstandingextent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any Person previously entitled thereto.

Closing Payments. Part 1.11 At the Closing on the Closing Date, upon the terms and subject to the conditions of this Agreement: (a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption (the “Parent Stockholder Redemption Payments”); (b) the Company shall pay the Parent Class B Common Stock Purchase Price to Parent pursuant to the Parent Class B Common Stock Subscription Agreement; (c) Parent shall pay to the Company the Parent Subscribed Units Purchase Price pursuant to the Parent Subscribed Units Subscription Agreement; (d) the Company shall pay to the applicable Convertible Noteholders the applicable payoff amounts in respect of the Convertible Notes held by such Convertible Noteholders pursuant to the payoff elections in respect thereof; (e) if, and to the extent, applicable, the Company shall pay to the applicable Cash Electing ILPs the repurchase amounts in respect of the limited partnership interests of the Company Disclosure Schedule sets forth: being repurchased from such Cash Electing ILPs pursuant to the repurchase elections in respect thereof (ain each case net of applicable withholding Taxes, which Taxes will be timely paid to the relevant Governmental Entity); (f) if, and to the extent, applicable, the Company shall pay to the applicable Cash Electing Legacy Partners the repurchase amounts in respect of the limited partnership interests of the Company and the capital stock of Parent (following receipt by such Cash Electing Legacy Partners of such securities upon redemption of such Cash Electing Legacy Partners’ corresponding limited partnership interests of Professionals) being repurchased from such Cash Electing Legacy Partners pursuant to the repurchase elections in respect thereof (in each case net of applicable withholding Taxes, which Taxes will be timely paid to the relevant Governmental Entity); (g) the Company’s good faith estimate of the amount payable Company shall pay to the holder of Debt outstanding agent under the CIT Loan Existing Credit Agreement or any refinancing thereof, as applicable, the outstanding principal amount of indebtedness under the Existing Credit Agreement or any refinancing thereof, as applicable, (together with accrued interest thereon) as of the Closing and Date; and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (ih) the Company shall obtain and provide (on its own behalf, or on behalf of Parent, as applicable) pay, or, cause to Parent a payoff letter in customary form and which shall contemplate the termination and release of be paid, all Encumbrances relating Estimated Transaction Costs to the CIT Loan Agreement upon receipt of applicable payees as set forth in the amount indicated in such payoff letter (Funds Flow Memorandum; provided, that the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of Estimated Transaction Costs may be paid promptly after the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information Date as necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingor appropriate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of Buyer will, or will cause Merger Sub to, deposit with the Company Paying Agent the aggregate Closing Stock Payments payable to the Stockholders as set forth in the Estimated Closing Statement by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of account designated by the Available Closing Expense Amount and Paying Agent no later than two (2) Business Days prior to the Closing Debt Amount Date. (unless Parent and CIT Northbridge Credit LLC b) At the Closing, Buyer will, or will cause Merger Sub to, deliver the aggregate Closing Option Payments payable to the Optionholders, as agent for set forth in the lenders under Estimated Closing Statement, by wire transfer of immediately available funds to an account designated by the CIT Loan Agreement otherwise agree Company at least two (2) Business Days prior to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in Date. On the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations next regularly scheduled payroll date of the Surviving Corporation and shall be paid occurring at least ten (10) Business Days following the Closing Date, the Surviving Corporation will distribute to the extent Optionholders their respective Closing Option Payments, subject to any applicable Tax withholding pursuant to Section 1.10 and subject to receipt from the applicable Optionholder of Available Casha duly executed Option Cancellation Agreement. No less After the Closing, Buyer shall cause the Surviving Corporation to make timely payment to the appropriate taxing authority or authorities of any amounts withheld from payment to the Optionholders pursuant to Section 1.10. (c) At the Closing, Buyer will, or will cause Merger Sub to, deliver the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (ithe “Adjustment Escrow Account”) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating established pursuant to the CIT Loan Agreement upon receipt terms of an escrow agreement to be dated as of the amount indicated Closing Date and substantially in such payoff letter the form attached as Exhibit C (the “Debt Payoff LetterEscrow Agreement”), among Buyer, the Representative and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed Escrow Agent. The Adjustment Escrow Account will be maintained separately from other funds held by the Target CompaniesEscrow Agent and will be Buyer’s and Merger Sub’s sole and exclusive source of recovery for any amounts owing to Buyer, Merger Sub or, following the Closing, the Surviving Corporation under this Agreement (including pursuant to Section 1.08 with respect to any Excess Amount, but excluding any amounts owing that arise out of claims for Fraud). (d) At the identity of each payeeClosing, dollar amounts owedBuyer will, bank wire instructions and any other information necessary or will cause Merger Sub to, deliver an amount equal to effect the final payment in full thereof $1,735,000 (the “Deductible Escrow Deposit Amount”) to the Escrow Agent by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (the “Deductible Escrow Account”) and established pursuant to the terms of the Escrow Agreement. The Deductible Escrow Account will be maintained separately from other funds held by the Escrow Agent to satisfy the Stockholders’ reimbursement obligations pursuant to Section 6.08(b) hereof. The Deductible Escrow Amount shall be held in trust by the Escrow Agent for a period of twelve (12) months and shall be released in accordance with the terms thereof. (e) At the Closing, Buyer will pay, or will cause Merger Sub to pay, to the Representative, the Representative Holdback Amount, by wire transfer of immediately available funds to an account designated by the Representative at least two (2) Business Days prior to the Closing Date. (f) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses Payoff Instructions”). The to such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment at least two (2) Business Days prior to the CIT Loan Agreement Closing Date. (g) At the Closing, Buyer will pay, or will cause Merger Sub to permit pay, on behalf of the Company and its Subsidiaries, all amounts thereunder required to remain outstandingbe paid under the Payoff Letters delivered pursuant to Section 5.08 in order to fully discharge the Indebtedness for Borrowed Money owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such Payoff Letters.

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

Closing Payments. Part 1.11 of At the Company Disclosure Schedule sets forth: Closing, the Purchaser shall pay the Estimated Transaction Consideration as follows (the “Closing Payments”): (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; (xb) the aggregate dollar amount to satisfy any Indebtedness to be paid at the Closing (the “Closing Indebtedness Payments”) to CIT Northbridge Credit LLC as agent for the applicable lenders under identified in, and in accordance with, the CIT Loan Agreement, an amount equal pay‑off letters (the “Pay‑Off Letters”) provided to the lesser Purchaser prior to the Closing, which Pay‑Off Letters shall be in a commercially reasonable form satisfactory to the Purchaser and indicate that such lenders have agreed to release immediately all Liens relating to the properties and assets of the Available Companies upon receipt of the amounts indicated in such Pay‑Off Letters (other than any such Liens which relate to Indebtedness which shall not be paid at the Closing, which shall be Permitted Liens set forth on Schedule 6.1), provided that the Companies may use available cash to pay such Closing Expense Amount and Indebtedness Payments on or prior to Closing in lieu of payment from the Estimated Transaction Consideration; (c) the aggregate dollar amount to satisfy any Selling Expenses that remain unpaid at Closing Debt Amount to the Persons entitled thereto in accordance with invoices or other relevant documentation from such Persons provided to the Purchaser prior to the Closing, provided that the Companies may use available cash to pay such Selling Expenses on or prior to Closing in lieu of payment from the Estimated Transaction Consideration; and (unless Parent and CIT Northbridge Credit LLC as agent for d) the lenders under balance to the CIT Loan Agreement otherwise agree Shareholders in cash by wire transfer of immediately available funds to amend accounts designated in writing to the CIT Loan Agreement such that no amounts are due under Purchaser by the CIT Loan Agreement Shareholders’ Representative prior to the Closing, payable in connection accordance with the consummation Certificate of Incorporation of FTW Holdings as follows: (A) first, to the holders of FTW Holdings’ Class A Common Stock according to their pro rata percentages as set forth on Schedule 2.1 until each such holder has received $1,330 per share (if there are insufficient funds to pay the holders of the transactions contemplated herebyClass A Common Stock $1,330 per share, then the payment shall be allocated among the holders of the Class A Common Stock on a pro rata basis), (B) second, to the holders of the FTW Holdings’ Class B Common Stock according to their pro rata percentages as set forth on Schedule 3.4.1 until each such holder has received $10 per share (if there are insufficient funds to pay the holders of the Class B Common Stock $10 per share, then the payment shall be allocated among the holders of the Class B Common Stock on a pro rata basis), and (yC) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and balance shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt holders of the amount indicated Class A Common Stock and Class B Common Stock on a pro rata basis in such payoff letter (accordance with the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting percentages set forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingon Schedule 2.1.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver pay, or cause to be paid, on behalf of the Company Company, to the accounts designated in the Payoff Letter, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreementfunds, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Funded Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, Date (or such other amount as specified set forth in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLPLetter) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing owing to the extent applicable lender parties in accordance with the Payoff Letter. The Company shall deliver the Payoff Letter to Buyer on or prior to the second Business Day prior to the Closing. (b) At the Closing, Buyer shall pay, or cause to be paid, to each Pre-Closing Holder (only if such Pre-Closing Holder has duly completed, executed and delivered to Buyer a Letter of Available Cash. No less than Transmittal at least two (2) Business Days prior to the Closing Date), to the account designated in such Pre-Closing Holder’s Letter of Transmittal, the portion of the Closing Date Company Unit Consideration allocated to such Pre-Closing Holder as set forth in the Distribution Waterfall. (ic) At the Closing, Buyer shall pay, or cause to be paid, to the Company the UAR Payment Amount. The Surviving Company shall obtain thereafter pay to each Pre-Closing Holder its portion of the UAR Payment Amount set forth next to such Pre-Closing Holder’s name in the Distribution Waterfall and provide via the Surviving Company’s normal payroll practices following the Closing, subject to Parent a payoff letter in customary form and which applicable withholding Taxes. (d) At the Closing, Buyer shall contemplate the termination and release of all Encumbrances relating deliver, or cause to be delivered, to the CIT Loan Agreement upon receipt Escrow Agent, by wire transfer of immediately available funds, the amount indicated in such payoff letter Escrow Amount for the Escrow Agent to hold (the “Debt Payoff LetterEscrow Account”) and to disburse solely in accordance with the terms of this Agreement and an escrow agreement to be executed at the Closing by Buyer, the Escrow Agent and the Holder Representative in substantially the form attached hereto as Annex D (the “Escrow Agreement”). (e) At the Closing, and Buyer shall pay, or cause to be paid, to the Holder Representative, by wire transfer of immediately available funds to an account designated in writing by the Holder Representative at least one (ii1) Business Day prior to the Closing Date, the Holder Representative Holdback Amount. (f) At the Closing, pursuant to Section 3.2(c), Buyer shall cause the Company to deliver to Buyer the number of membership interests in the Surviving Company equal to the number of membership units of Merger Sub issued and outstanding and held by Buyer immediately prior to the Effective Time. (g) At the Closing, Buyer shall provide or shall cause the Company to Parent documentation setting forth an itemized list of the pay, all Estimated Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingparties owed such amounts.

Closing Payments. Part 1.11 Each of the Company Disclosure Schedule sets forth: payments and issuances detailed in this Section 1.3 (the “Closing Payments”) shall be made in the amounts and as set forth in the Pre-Closing Statement delivered pursuant to Section 1.4(a) (provided, however, that notwithstanding anything herein to the contrary, any such Closing Payment for which compensatory Tax withholding is required by Law shall be paid via the payroll system of the Company): (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Purchaser shall deliver on behalf of the Company pay or cause to be paid, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of bank accounts designated in writing by each Seller or the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction ExpensesSellers’ Representative, as specified in the Transaction Expenses Payoff Instructionsapplicable, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount at least three (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (23) Business Days prior to the Closing Date the following payments: (i) to each Seller, such Seller’s Pro Rata Percentage of the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating Closing Cash Consideration less such Seller’s Related Party Pay-off Amount; (ii) to the CIT Loan Agreement upon receipt Escrow Agent, the sum of the amount indicated in such payoff letter Adjustment Escrow Amount and the Indemnification Escrow Amount (collectively, the “Debt Payoff LetterEscrow Amount”), to the accounts designated by the Escrow Agent in writing to Purchaser at least three (3) Business Days prior to the Closing, which Adjustment Escrow Amount and Indemnification Escrow Amount shall be held in separate accounts by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement; and (iiiii) on behalf of the Company, to the payees thereof, a cash amount equal to the amount of all Estimated Closing Date Indebtedness of the types set forth in clause (i) and clause (v) of the definition of Indebtedness and all Estimated Unpaid Company Transaction Expenses due and payable as of the Closing. (b) At the Closing, Purchaser shall provide deliver to Parent documentation setting each Seller a copy of the instructions issued by Purchaser to its transfer agent instructing such transfer agent to issue and deliver to each Seller its Pro Rata Percentage of the Stock Consideration in such securities accounts as are designated in writing by the Sellers’ Representative at least three (3) Business Days prior to the Closing Date, subject to the terms and conditions set forth an itemized list in Section 7.16, ​ and such issuance and delivery of the Stock Consideration shall be effective as of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingDate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent the Purchaser shall deliver on behalf of pay (or cause to be paid) the Company Estimated Transaction Consideration as follows (the “Closing Payments”): 2.4.1 the Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; 2.4.2 the Working Capital Escrow Amount deposited by wire transfer of immediately available funds into the Working Capital Escrow Account established pursuant to the terms of the Escrow Agreement; 2.4.3 the Sellers’ Representative Holdback Amount deposited by wire transfer of immediately available funds into an account or accounts designated by the Sellers’ Representative prior to Closing; 2.4.4 the aggregate dollar amount to satisfy any and all Payoff Indebtedness (xthe “Closing Indebtedness Payments”) to CIT Northbridge Credit LLC as agent for the applicable lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)identified in, and in accordance with, the Indebtedness Payoff Schedule; 2.4.5 the aggregate dollar amount to satisfy any Selling Expenses (yother than the Estimated Taiwan STT) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid that remain unpaid at Closing to the extent Persons entitled thereto in accordance with the Selling Expenses Payoff Instructions; 2.4.6 to the Taiwan Tax Authority, the applicable Estimated Taiwan STT respect to the sale and purchase of Available Cash. No LTCO; and 2.4.7 the balance of the Estimated Transaction Consideration less than two the Rollover Amount (2the right to which is hereby irrevocably transferred and assigned by the Rollover Sellers to Purchaser or one of its Subsidiaries to subscribe for equity interests in the Purchaser Designee pursuant to the LLC Agreement), after taking into account the payments set forth in Section 2.4.1 through Section 2.4.6, to the Sellers in such amounts in accordance with the Allocation Certificate in cash by wire transfer of immediately available funds and to an account designated in writing to the Purchaser by the Sellers at least three (3) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingClosing.

Closing Payments. Part 1.11 of On the Company Disclosure Schedule sets terms and conditions herein set forth: , at the Closing, Buyer shall pay (or cause to be paid) the Transaction Consideration as follows (the “Closing Payments”): (a) deposit with the Company’s good faith estimate Escrow Agent an amount equal to $300,000 (the “NWC Escrow Fund”), and an amount equal to $1,850,000 (the “Indemnity Escrow Fund” and, together with the NWC Escrow Fund, the “Escrow Fund”), each into a separate escrow account to be governed by the terms of this Agreement and the amount payable Escrow Agreement, and, to the holder of Debt outstanding under extent not paid pursuant to Section 2.3(c), pay to the CIT Loan Agreement as of Escrow Agent the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the ClosingEscrow Fee, including the identity of in each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closingcase, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds to the accounts designated by the Escrow Agent. (xb) pay to CIT Northbridge Credit LLC as agent the Lenders, on behalf of Sellers and the Company, the amounts necessary to pay off the Estimated Closing Indebtedness owed to the Lenders by wire transfer of immediately available funds to the accounts designated by the Lenders in the Debt Payoff Letters; (c) pay to the Persons identified in the Invoices, on behalf of Sellers and the Company, the amounts necessary to pay off the Estimated Closing Transaction Expenses owed to such Persons by wire transfer of immediately available funds to the accounts designated in the Invoices; (d) pay to the Company, for distribution to the lenders under Optionholders (or, with respect to the CIT Loan Agreementamount described in clause (ii) below, for payment by the Company in accordance with its obligations described in clause (ii)), in accordance with the Company’s payroll practices and subject to 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 lesser Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the Optionholders; and (e) pay to the Sellers’ Representative, for distribution to the Warrantholder, the amount set forth opposite the Warrantholder’s name on the Allocation Certificate upon execution of a Warrant Cancellation Agreement by the Warrantholder, in cash by wire transfer of immediately available funds to the Transaction Consideration Bank Account; (f) the balance of the Available Closing Expense Amount Estimated Cash Consideration, after subtracting the amounts paid pursuant to Sections 2.3(d) and Section 2.3(e), to the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent Sellers’ Representative for the lenders under the CIT Loan Agreement otherwise agree benefit of Sellers in cash by wire transfer of immediately available funds to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingConsideration Bank Account.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement As soon as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of reasonably practicable following the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At but in no event later than one (1) Business Day following the Closing, Parent shall deliver on behalf of the Company transfer, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of Paying Agent for exchange in accordance with this Article II, the Available aggregate Per Share Closing Expense Amount Consideration as set forth on the Allocation Schedule delivered pursuant to Section 5.3 and payable at the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company Stockholders who are Accredited Stockholders and Unaccredited Stockholders, in each case, pursuant to Section 2.1(a) in consideration for their shares of Company Capital Stock outstanding as of immediately prior to the Effective Time, excluding, in each case, the portion of the Per Share Closing Consideration required to be reported on IRS Form W-2 as ordinary (wage) income of such Company Stockholder in respect of each Disqualified Common Share held thereby, (ii) the Company Vested Optionholders holding Non-Employee Options pursuant to Section 2.1(b) in consideration for such Vested Company Options outstanding as of immediately prior to the Effective Time and (iii) the Company Warrantholders pursuant to Section 2.1(c) in consideration for the vested Company Warrants outstanding as of immediately prior to the Effective Time, excluding in each case, the portion of the Escrow Cash and the Expense Fund applicable to such payments. (b) As soon as reasonably practicable following the Closing, but in no event later than one (1) Business Day following the Closing, Parent, or the Paying Agent on behalf of Parent, shall obtain and provide pay, by wire transfer of immediately available funds, to Parent a payoff letter the Surviving Corporation that aggregate portion of the Total Merger Consideration payable at Closing (i) that is required to be reported on IRS Forms W-2 as ordinary (wage) income in customary form and which shall contemplate the termination and release respect of all Encumbrances relating Disqualified Common Shares, (ii) in respect of Vested Company Options that are Employee Options held by Company Vested Optionholders that are Non-Continuing Employees pursuant to Section 2.1(b)(i) and (iii) in respect of Vested Company Options that are Employee Options held by Company Vested Optionholders that are Continuing Employees pursuant to Section 2.1(b)(ii) in consideration for such Vested Company Options outstanding as of immediately prior to the CIT Loan Agreement upon receipt Effective Time. (c) Parent shall cause the Surviving Corporation to promptly pay, through the payroll processing system of the amount indicated applicable Acquired Company in accordance with standard payroll practices net of any applicable Tax withholding and deductions, (i) to each Company Stockholder the portion of the Per Share Closing Consideration required to be reported on IRS Form W-2 as ordinary (wage) income of such payoff letter (the “Debt Payoff Letter”)Company Stockholder in respect of each Disqualified Common Share held thereby, and (ii) to each Company Vested Optionholder that is a (A) Non-Continuing Employee (solely with respect to Employee Options) the portion of the Total Merger Consideration payable to such holders pursuant to Section 2.1(b)(i) and (B) Continuing Employee (solely with respect to Employee Options) the portion of the Total Merger {N4442029.10} 255288355 v23 Consideration payable to such holder pursuant to Section 2.1(b)(ii), in each case as set forth opposite such holder’s name in the Allocation Schedule. (d) As soon as reasonably practicable following the Closing, but in no event later than one (1) Business Day following the Closing, Parent, or the Paying Agent on behalf of Parent, shall pay, by wire transfer of immediately available funds, on behalf of the Company shall provide and the Company Indemnitors, as the case may be, and as accounted for in the calculation of Total Merger Consideration, (i) to Parent documentation setting forth each lender designated by the Company on the Allocation Schedule, to an itemized list account designated in the applicable Payoff Letter, the amount of Indebtedness due at Closing to such lender and (ii) all Transaction Expenses payable to an advisor or other service provider to the Company (other than any Employee, director or officer) that remain outstanding as of the Closing Transaction Expenses owed to such account or accounts as are designated in the applicable Invoices and by the Target CompaniesCompany in the Allocation Schedule. (e) No interest will be paid or will accrue for the benefit of the Company Security Holders or the Company’s lenders, including the identity of each payee, dollar amounts owed, bank wire instructions and service providers or other creditors on any Total Merger Consideration or any other information necessary to effect the final payment amounts payable under this Agreement. (f) Notwithstanding anything contained in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment this Agreement to the CIT Loan contrary, all costs, fees and expenses of the Paying Agent in connection with the provision of its services pursuant to this Agreement to permit and the amounts thereunder to remain outstandingtransactions contemplated hereby shall be borne and payable by Parent.

Closing Payments. Part 1.11 (i) At Closing, Buyer shall deposit an aggregate amount equal to $3,000,000 (the "Escrow Amount"), by wire transfer of immediately available funds, in an escrow account (the "Escrow Account") established with The PrivateBank and Trust Company Disclosure Schedule sets forth: (athe "Escrow Agent") the Company’s good faith estimate of the amount payable pursuant to the holder of Debt outstanding under terms and conditions set forth in an escrow agreement among the CIT Loan Agreement as of Buyer, the Closing Sellers and the Escrow Agent to be executed concurrently herewith (bthe "Escrow Agreement"). (ii) At Closing, an itemized list of aggregate amount equal to all Transaction Expenses owed by (to the Target Companies as extent not previously paid) shall be paid to the Persons providing services which generated the Transaction Expenses. By way of clarification, the Sellers shall be responsible for any and all unpaid Transaction Expenses which shall be payable out of the proceeds due the Sellers at Closing, including . Schedule 2.03(c)(ii) sets forth the identity of the each third party payee in connection with all Transaction Expenses, identifying the amount necessary to satisfy in full the Company's obligation for such Transaction Expenses and the Company’s good faith estimate wire transfer instructions for payment of such Transaction Expenses. At Closing, Buyer shall pay the Transaction Expenses in accordance with the Closing Statement and the payment instructions of such third parties. (iii) At Closing, Buyer shall pay Sellers the aggregate remaining amount of the amount to be owed as Estimated Purchase Price, after subtraction of the Closing. At amounts remitted and/or applied in accordance with Section 2.03(c)(i) and (ii) above in cash (the Closing, Parent shall deliver on behalf of the Company "Closing Cash Payment") by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree accounts designed by Sellers to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Buyer in connection writing in accordance with the consummation of funds flow and closing statement shown on the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter attached Exhibit C (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the "Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”Statement"). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to Closing Cash Payment shall be allocated among the CIT Loan Agreement to permit Sellers as shown on the amounts thereunder to remain outstandingClosing Statement.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingEffective Time, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (xthe “Escrow Fund”) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan terms and conditions of this Agreement and the terms and conditions of an Escrow Agreement, in the form attached hereto as Exhibit E (the “Escrow Agreement”). At the Closing and as set forth on the Securityholder Schedule (as hereinafter defined), an amount equal to the lesser product of (A) the Pro Rata Fraction for each Participating Securityholder and (B) the Escrow Amount shall be withheld from the amount otherwise payable to such Participating Securityholder pursuant to this Agreement and contributed to the Escrow Fund. Each distribution of cash made from the Escrow Fund to the Participating Securityholders shall be made in proportion to the respective Pro Rata Fractions of the Available Closing Participating Securityholders at the time of such distribution. (ii) At the Effective Time, Parent shall deliver the Representative Expense Amount to the Securityholder Representative (the “Representative Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Securityholder Representative for, any third party expenses pursuant to this Agreement and the Escrow Agreement. The Securityholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Participating Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Participating Securityholders at the Effective Time. At the Closing Debt and as set forth on the Securityholder Schedule, an amount equal to the product of (A) the Pro Rata Fraction for each Participating Securityholder and (B) the Representative Expense Amount (unless Parent shall be withheld from the amount otherwise payable to such Participating Securityholder pursuant to this Agreement and CIT Northbridge Credit LLC as agent for contributed to the lenders under Representative Expense Fund. Each distribution of cash made from the CIT Loan Agreement otherwise agree Representative Expense Fund to amend the CIT Loan Agreement such that no amounts are due under Participating Securityholders shall be made in proportion to the CIT Loan Agreement in connection with the consummation respective Pro Rata Fractions of the transactions contemplated hereby)Participating Securityholders at the time of such distribution. (iii) At the Effective Time, Parent shall deliver the Aggregate Closing Share Consideration to the Paying and Exchange Agent. Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying and Exchange Agent to the Company Stockholders. Earnings from such investments shall be the sole and exclusive property of Parent or the Surviving Corporation, and no part of such earnings shall accrue to the benefit of the Company Stockholders. (yiv) At the Effective Time, Parent shall deliver the Aggregate Closing Option Consideration to the Surviving Corporation. As soon as practicable following the Effective Time, but in no event later than the first full payroll cycle following the Effective Time, Parent shall cause the Surviving Corporation to pay to each Person who is owed a portion of Vested Optionholder the Closing Transaction Expenses, applicable Option Consideration as specified set forth in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.)Securityholder Schedule. Any amounts remaining payable to any of the Persons The payments described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto preceding sentence shall be obligations of effected through the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingCorporation’s payroll or accounts payable processes.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent the Purchaser shall deliver on behalf of pay (or cause to be paid), from the Company Estimated Cash Consideration, the following payments: 2.7.1 the Indemnity Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; 2.7.2 the aggregate dollar amount to satisfy any Closing Indebtedness (xthe “Closing Indebtedness Payments”) to CIT Northbridge Credit LLC as agent for the applicable lenders under identified in, and in accordance with, the CIT Loan Agreement, an amount equal pay-off letters provided by the Seller Parties to the lesser of the Available Closing Expense Amount and the Closing Debt Amount Purchaser at least three (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (23) Business Days prior to the Closing Date Closing; provided, however that, for any such Indebtedness that constitutes compensation to Employees which Tax and other similar withholding is required, the Purchaser will pay, from the Estimated Cash Consideration, cash in an amount equal to such Indebtedness to the Sellers, which will in turn (i) process through Computex’s payroll, in accordance with Computex’s customary payroll practices, a portion of such Indebtedness, less any applicable Taxes required to be withheld (the Company shall obtain and provide aggregate amount of Taxes required to Parent a payoff letter in customary form and which shall contemplate be withheld by the termination and release of all Encumbrances relating Sellers with respect to such Indebtedness is referred to as the “Indebtedness Withholding Amounts”), (ii) pay the Indebtedness Withholding Amounts to the CIT Loan Agreement upon receipt proper Governmental Authority and (iii) pay the employer portion of any employment, payroll, social security, unemployment or withholding Taxes related to such Indebtedness to the proper Governmental Authority; 2.7.3 the aggregate dollar amount indicated in such payoff letter to satisfy any Closing Selling Expenses (the “Debt Payoff LetterClosing Selling Expenses Payments”)) to the Persons entitled thereto in accordance with invoices from such Persons provided by the Seller Parties to the Purchaser at least three (3) Business Days prior to the Closing; and 2.7.4 to the applicable Sellers, an aggregate amount equal to the Estimated Cash Consideration less the Indemnity Escrow Amount, in readily available monies by wire transfer of immediately available funds, to an account or accounts designated in writing to the Purchaser by the Sellers, as provided in the Closing Certificate. Payments made to the Sellers or any payee pursuant to this Section 2.7, including, in respect of any Indebtedness to be paid at the Closing or any Closing Selling Expenses, in each case, in accordance with the wiring instructions and (ii) the Company amounts delivered by the Seller Parties in the Closing Certificate, shall provide be deemed to Parent documentation setting forth an itemized list satisfy all obligations of the Closing Transaction Expenses owed by the Target Companies, including the identity Purchaser to make any part of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final such payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement Sellers or any payee in respect of any Indebtedness to permit be paid at the amounts thereunder to remain outstandingClosing or any Closing Selling Expenses.

Closing Payments. Part 1.11 The Buyer shall pay at Closing, Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000) of the Company Disclosure Schedule sets forth: Purchase Price as follows, and in accordance with the payment instructions for such payments as set forth in the Closing Funds Flow Memo: (a) the Company’s good faith estimate of Company Expenses as listed on the amount payable Company Expense/Indebtedness Certificate shall be paid to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and Persons entitled thereto; (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf Indebtedness of the Company by wire transfer of immediately available funds as listed on the Company Expense/Indebtedness Certificate shall be paid to the Persons entitled thereto; (xc) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of aggregate gross amount payable to the Available Appreciation Rights Holders at Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Appreciation Rights Closure Agreements, in connection with the consummation cancellation of all Appreciation Rights held by the transactions contemplated hereby)Appreciation Rights Holders, as indicated on the Closing Funds Flow Memo (such aggregate amount, the “Appreciation Rights Closing Payment”) shall be paid to the Company (it being agreed that as soon as practicable thereafter, the Member Representative and (y) Buyer shall cause the Company to pay to each Person who is owed a portion of the Closing Transaction Expenses, as specified Appreciation Rights Holder an amount in the Transaction Expenses Payoff Instructions, accordance with each such PersonAppreciation Rights Holder’s pro rata allocable share of the Available Appreciation Rights Closing Advisory Expense AmountPayment as set forth in the Closing Funds Flow Memo (for payments made to any Appreciation Rights Holder, subject the allocable share owed to a maximum such Appreciation Rights Holder shall be determined using the percentage set forth beside such Appreciation Rights Holder’s name in the column of the GDC Cap Amount Allocation Schedule titled “Percentage”), less any amounts required to be withheld therefrom as contemplated by Section 2.6); and (in respect of Xxxxxx Xxxx & Xxxxxxxx LLPd) and an amount equal to Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000), less the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess sum of the amounts funded by Parent pursuant hereto shall be obligations provided for in the preceding clauses of this Section 2.3.2 (the Surviving Corporation and “Sellers’ Closing Payment”) shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to Sellers as set forth in the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingFunds Flow Memo.

Closing Payments. Part 1.11 of 2.8.1 At the Company Disclosure Schedule sets forth: Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) the Company’s good faith estimate of the aggregate dollar amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of satisfy any Closing Indebtedness to be paid at the Closing and (b) an itemized list of all Transaction Expenses owed by as identified on the Target Companies as of the ClosingClosing Certificate, including the identity Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each payee such lender, upon satisfaction in full of such Indebtedness to cancel and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closingsurrender all instruments evidencing such Indebtedness, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (xrelease or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal in form and substance reasonably acceptable to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing Purchaser provided to the extent of Available Cash. No less than two (2) Business Days Purchaser prior to the Closing Date Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt payment of the amount indicated in such payoff letter (the “Debt Geneia Closing Payoff Letter”), Amount directly to Geneia and (ii) the Company shall provide payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to Parent documentation setting forth the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an itemized list account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Transaction Expenses owed Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Target CompaniesEquityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, including provided that the identity distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment it under this Agreement to the CIT Loan Agreement Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to permit such payment. Neither Purchaser (including indirectly through the amounts thereunder Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to remain outstandingthe distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicable.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: At Closing, Buyer will: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing pay and discharge (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount or cause to be owed as of the Closing. At the Closingpaid and discharged), Parent shall deliver on behalf of the Acquired Companies, all Company Transaction Expenses not already paid by the Company, as set forth in the Estimated Aggregate Cash Consideration Calculation Statement, by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (xb) deposit with the Escrow Agent (i) 1,746,342 J2 Ordinary Shares (the “ESOP Escrow Shares”) into an account (the “Indemnity Escrow Account”) for such ESOP Escrow Shares and (ii) $1,700,000 in cash (the “Adjustment Escrow Amount”) into an account (the “Adjustment Escrow Account”) for such Adjustment Escrow Amount, pursuant to the terms of an escrow agreement to be entered into by the ESOP Trustee and Buyer, substantially in the form of Exhibit F (the “Escrow Agreement”), to be used pursuant to the terms of this Agreement. (c) deposit the amount of two hundred fifty thousand dollars ($250,000) (the “Shareholder Representative Expense Amount”) into an account designated by the Shareholder Representative (the “Shareholder Representative Expense Fund”) by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (d) issue, or cause the issuance of, the Aggregate Share Consideration, less the ESOP Escrow Shares, to the applicable Shareholders as specified on the Closing Date Exhibit C; (e) pay or cause to be paid to the Option Holders, through the payroll system of the Company, the aggregate amount payable to the Option Holders with respect to the Company Options in accordance with the Closing Date Exhibit C; and (f) pay or cause to be paid the Estimated Aggregate Cash Consideration (less the Option Exercise Amount, the Closing Leakage Amount, the aggregate amount paid to Option Holders under Section 2.5(e), the Estimated Company Transaction Expenses allocable to the Shareholders (it being understood that such amount, when combined with the Estimated Company Transaction Expenses allocated to the Option Holders pursuant to Section 2.4, shall equal one hundred percent (100%) of the Estimated Company Transaction Expenses), the Shareholder Representative Expense Amount and, with respect to the ESOP, the Adjustment Escrow Amount) to CIT Northbridge Credit LLC Acquiom Financial LLC, in its capacity as agent for payments administrator (the lenders under “Paying Agent”), by wire transfer of immediately available funds pursuant to the CIT Loan AgreementWire Transfer Instructions. Immediately following receipt of such funds and all documents reasonably required by the Paying Agent, the Paying Agent shall pay to each Shareholder, pursuant to instructions received by the Paying Agent from each Shareholder, an amount equal to the lesser of the Available (i) its Shareholder Closing Expense Amount and the Cash Consideration, minus (ii) that Shareholder’s Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)Leakage Portion, and (y) to each Person who is owed a portion of the Closing Transaction Expensesif any, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to on the Closing Date Exhibit C, minus (iiii) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating with respect to the CIT Loan Agreement upon receipt of ESOP, the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingAdjustment Escrow Amount.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of pay or cause to be paid the Company by wire transfer of immediately available funds following amounts: (xi) Parent shall pay or cause to CIT Northbridge Credit LLC as agent for the lenders be paid to each payee under the CIT Loan AgreementAgreements, to an account designated by such payee in writing, the amount equal of Debt specified in such payee’s Pay-Off Letter (collectively, the sum of such Debt amounts for all such payees being hereinafter referred to as the lesser of “Debt Pay-Off Amount”); (ii) Parent shall deposit or cause to be deposited the Available Closing Expense Escrow Amount, the Supplemental Escrow Amount, the Xxxxxxx Escrow Amount and the Closing Debt Mexico Lawsuit Escrow Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of Escrow Agent; (iii) Parent shall pay or cause to be paid to the transactions contemplated hereby), and Representative the Representative Holdback; (yiv) Parent shall pay or cause to each Person who is owed a portion be paid all Company Transaction Costs that remain outstanding as of the Closing Date to such account or accounts as are designated by the Company in accordance with Section 4.1 (collectively, the sum of such payments for all payees of Company Transaction ExpensesCosts being hereinafter referred to as the “Paid Company Transaction Costs”); (v) Parent shall pay or cause to be paid, in a single lump sum payment, to each employee who is employed by the Company as specified of 5:00 p.m. on the date immediately preceding the Closing Date, the amount of the Employee Retention Payments set forth opposite such employee’s name on Company Disclosure Schedule 1.1 in the Transaction Expenses Payoff Instructionscolumn entitled “Closing Retention Payment Amount”, such Person’s pro rata share net of any applicable withholding Taxes; (vi) Parent shall pay or cause to be paid to each Stockholder that delivers a completed and duly executed a letter of transmittal in the Available Closing Advisory Expense Amountform attached hereto as Exhibit E (each, subject to a maximum “Letter of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLPTransmittal”) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable all applicable Certificates for cancellation to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than least two (2) Business Days prior to the Closing Date (i) Date, an amount to be set forth on the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating Closing Capitalization Schedule equal to the CIT Loan Agreement upon receipt of the amount indicated in sum of: (A) such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list Stockholder’s Applicable Percentage of the Closing Transaction Expenses owed Common Merger Consideration; plus (B) with respect to each such Stockholder holding Outstanding Series A Preferred Shares, the product of the Series A Liquidation Preference multiplied by the Target Companiesnumber of Outstanding Series A Preferred Shares held by such Stockholder; plus (C) with respect to each such Stockholder holding Outstanding Series B Preferred Shares, including the identity product of the Series B Liquidation Preference multiplied by the number of Outstanding Series B Preferred Shares held by such Stockholder; and (vii) Parent shall pay or cause to be paid to each payeeOptionholder that delivers a completed and duly executed Option Surrender Agreement in the form attached hereto as Exhibit F (each, dollar amounts owed, bank wire instructions and any other information necessary an “Option Surrender Agreement”) to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment prior to the CIT Loan Agreement Closing Date, an amount to permit be set forth on the amounts thereunder Closing Capitalization Schedule equal to remain outstandingsuch Optionholder’s Applicable Percentage of the Closing Common Merger Consideration. All of the forgoing payments shall be made by wire transfer of immediately available funds, except for those payment identified in Sections 2.10(a)(v) and (vii), which shall be delivered by Parent to Payroll Agent and distributed to such recipients by the Payroll Agent in accordance with Section 2.10(c).

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of On the Closing and Date, Buyer Parent (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Buyers) shall make or cause to be made the following payments, each by wire transfer of immediately available funds to the accounts set forth next to each recipient’s name on the Estimated Closing Statement: (xa) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreementapplicable Seller or its designees, an amount in cash equal to the lesser Closing Purchase Price minus the Payoff Amounts minus the Seller Transaction Expenses; (b) on behalf of the Available Closing Expense Amount and applicable Seller Party or Target Company, to each applicable holder of Indebtedness of Seller Parties secured by a Lien (other than a Permitted Lien) on the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for Purchased Equity or the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement assets of a Target Company set forth in connection with the consummation Section 2.3(b) of the transactions contemplated herebyDisclosure Schedule (the “Payoff Indebtedness”), and the amount in cash equal to the payoff amount due for such Indebtedness to such lender as set forth in a customary payoff letter with respect to such Indebtedness as provided by Seller Parent prior to Closing (ysuch amounts, collectively, the “Payoff Amounts”); (c) on behalf of the applicable Seller Party to each Person who is owed a portion identified on the Estimated Closing Statement, the amount of the Closing Transaction Expenses, as specified in the Estimated Seller Transaction Expenses Payoff Instructions, set forth opposite such Person’s pro rata share name on the Estimated Closing Statement; provided that to the extent any such Estimated Seller Transaction Expenses are considered compensation for services performed by a service provider of the Available Closing Advisory Expense Amounta Seller Party, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any such amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to Seller Parent, which will then cause such amounts to be paid to the extent applicable Person through payroll (subject to all required withholding); (d) on behalf of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including to each Person identified on the identity Estimated Closing Statement, the amount of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Estimated Company Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees set forth opposite such Person’s name on the Estimated Closing Statement; provided that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement extent any such Estimated Company Transaction Expenses are considered compensation for services performed by a service provider of a Seller Party or a Target Company, such amounts shall be paid to permit such Seller Party or such Target Company, which will then cause such amounts to the amounts thereunder applicable Person through payroll (subject to remain outstandingall required withholding); and (e) on behalf of the Target Companies, to each Person (if any) identified on the Estimated Closing Statement, the amount of the Estimated Company Indebtedness (excluding any Accrued Tax Amount) set forth opposite such Person’s name on the Estimated Closing Statement.

Closing Payments. Part 1.11 of On the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable Closing Date, immediately prior to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingMerger Effective Time, Parent shall deliver on behalf deposit, or cause to be deposited, with the Paying Agent, pursuant to the terms of a Paying Agent Agreement to be entered into by Parent and the Company Holders Representative with the Paying Agent, in substantially the form attached hereto as Exhibit L (the “Paying Agent Agreement”), by wire transfer of immediately available funds to an account designated in writing by the Company or the Paying Agent (xthe “Settlement Fund”) for distribution to CIT Northbridge Credit LLC the Participating Holders (other than with respect to In-the-Money Options held by current or former employees, which are paid as agent for set forth in Section 2.3.4(f)) in accordance with the lenders under the CIT Loan terms of this Agreement, cash in an amount equal to: (a) the Estimated Closing Merger Consideration; minus (b) the Aggregate Exchange Value, which shall be paid or caused to be paid by Parent prior to the lesser Merger Effective Time, pursuant to, and in accordance with, the Founder Exchange Agreement; minus (c) the Adjustment Escrow Amount, which shall be paid or caused to be paid by Parent at or prior to the Merger Effective Time to the Escrow Agent by wire transfer of immediately available funds for deposit in an escrow account (the “Adjustment Escrow Account”), in accordance with the terms of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Escrow Agreement in connection substantially the form attached hereto as Exhibit E (the “Escrow Agreement”); minus (d) the Indemnity Escrow Amount, which shall be paid or caused to be paid by Parent at or prior to the Merger Effective Time to the Escrow Agent by wire transfer of immediately available funds for deposit in an escrow account (the “Indemnity Escrow Account”), in accordance with the consummation terms of the transactions contemplated hereby)Escrow Agreement; minus (e) the Holders Representative Expense Reserve, and which shall be paid or caused to be paid by Parent at or prior to the Merger Effective Time to the Holders Representative by wire transfer of immediately available funds; minus (yf) to each Person who is owed a the portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (Aggregate Option Consideration payable in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and all outstanding In-the-Money Options held by current or former employees (the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto designated account for which shall be obligations of an account that permits the Surviving Corporation to make the payments set forth in Section 2.3.6 and effect the related tax withholding), which shall be paid by Parent (or cause to be paid by Parent) at Closing the Applicable Time through the Surviving Corporation’s payroll system to each applicable Holder of In-the-Money Options that is a current or former employee who has delivered to the extent Paying Agent a duly and validly executed and completed Letter of Available CashTransmittal, in accordance with Section 2.3.6. No less than two For purposes of this clause (2e), “Applicable Time” shall mean, with respect to a Holder of In-the-Money Options, (i) Business Days the Closing Date if such Holder has delivered a duly and validly executed Letter of Transmittal prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”)Date, and or (ii) if delivered after the Company shall provide to Parent documentation setting forth an itemized list Closing Date, the next practicable payroll date of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingSurviving Corporation.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as As of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount Sellers shall have paid, or caused to be owed as paid, the Company Transaction Expenses; (ii) As of the Closing. At , the ClosingCompany shall have paid, Parent or caused to be paid, the Indebtedness Amount; (iii) Buyer shall issue and deliver on behalf to Sellers and Optionholders evidence in book-entry form of the Company Closing Stock Consideration, with customary restrictive legends; (iv) Buyer shall pay to Sellers and Optionholders an amount equal to the Estimated Closing Cash Payment, which will be paid to Sellers by wire transfer of immediately available funds to the account(s) designated by Sellers in accordance with the Payment Schedule, and to Optionholders through the payroll system of Buyer or the Company. The percentage of the Estimated Closing Cash Payment payable to each individual Seller and Optionholder shall be determined based on such Seller or Optionholder’s Pro Rata Share; (xv) Buyer shall pay to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, Escrow Agent an amount in cash equal to the lesser Escrow Amount for deposit into a separate escrow account (the “Escrow Account”), to be used, in the case of the Available Closing Indemnification Escrow, as security and a source of payment for the obligations of Sellers pursuant to the terms of this Agreement; and (vi) Buyer shall pay to the Seller Representative $200,000 (the “Expense Amount and Fund”), which will be held by the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC Seller Representative as agent and for the lenders under benefit of Sellers in a segregated client account and which will be used for (a) the CIT Loan Agreement otherwise agree to amend purpose of paying the CIT Loan Agreement such fees and expenses incurred, or that no amounts are due under may in the CIT Loan Agreement future be incurred, by the Seller Representative on behalf of the Company and Sellers in connection with the consummation of the transactions contemplated hereby)hereby or otherwise in its capacity as the Seller Representative, (b) for the purposes of paying directly, or reimbursing the Seller Representative for, any third party expenses pursuant to this Agreement (c) paying any Company tax obligations payable by the Sellers under this Agreement after the Closing or (d) as otherwise determined by the Seller Representative. The Seller Representative will hold the Expense Fund separate from its corporate or personal funds and will not voluntarily make it available to its creditors in the event of bankruptcy. Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Seller Representative any ownership right that they may otherwise have had in any such interest or earnings. The Seller Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the completion of the Seller Representative’s responsibilities, the Seller Representative will deliver the remaining balance of the Expense Fund to Sellers in accordance with the Payment Schedule. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by Sellers at Closing. The Seller Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and (y) to each Person who is owed a portion of the Closing Transaction Expenses, has no tax reporting or income distribution obligations hereunder except as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded required by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingapplicable Law.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) Schedule 2.3(a) (the Company’s good faith estimate of “Payments Schedule”) sets forth: (i) the amount payable Outstanding Debt (the “Debt Payment Schedule”) owed to the holder of each Person listed on such Debt outstanding under the CIT Loan Agreement as of the Closing and Payment Schedule (bA) an itemized list of all Transaction Expenses owed by the Target Companies to be paid as of the Closing, including together with wire transfer instructions for each such Person, and (B) to remain outstanding; (ii) the identity amount necessary to fully discharge the Transaction Expenses (the “Transaction Expenses Schedule”), together with wire transfer instructions for each Person who is owed payment therefor; (iii) the NWMI Sellers’ good faith calculations of each payee the NWMI Net Working Capital and the CompanyNWMI NWC Adjustment; and (iv) Valley Seller’s good faith estimate calculations of the amount to be owed as of Valley Net Working Capital and the Closing. Valley NWC Adjustment. (b) At the Closing, Parent Holdco shall deliver on behalf of pay or cause to be paid to NWMI Corbel Seller, an amount in cash equal to the Company NWMI Corbel Cash Amount, which amount will be paid by wire transfer of immediately available funds to an account designated by NWMI Manager Seller in writing. (xc) At the Closing, Holdco shall cause Newco to CIT Northbridge Credit LLC as agent for pay or cause to be paid by wire transfer of immediately available funds to: (i) each Person listed on the lenders under the CIT Loan AgreementDebt Payment Schedule with respect to which Outstanding Debt is to be repaid, an amount in cash equal to the lesser amount set forth opposite such Person’s name on the Debt Payment Schedule, on behalf of the Available Closing Expense Amount Acquired Companies and Sellers, which amount will be paid in accordance with the instructions set forth on the Debt Payment Schedule and the Closing Debt Amount applicable payoff letters delivered pursuant to Section 2.5(a)(vii); (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (yii) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in listed on the Transaction Expenses Payoff InstructionsSchedule, an amount in cash equal to the amount set forth opposite such Person’s pro rata share name on the Transaction Expenses Schedule, on behalf of the Available Closing Advisory Expense Acquired Companies and Sellers, which amount will be paid in accordance with the instructions set forth on the Transaction Expenses Schedule; (iii) the Escrow Agent, an amount in cash equal to the sum of (A) the Valley Escrow Amount, subject to a maximum which amount will be paid by wire transfer of immediately available funds in accordance with the wire transfer instructions of the GDC Cap Escrow Agent and held in the Valley Escrow Account in accordance with the terms of the Escrow Agreement plus (B) the NWMI Manager Escrow Amount, which amount will be paid by wire transfer of immediately available funds in accordance with the wire transfer instructions of the Escrow Agent and held in the NWMI Manager Escrow Account in accordance with the terms of the Escrow Agreement; (iv) NWMI Manager Seller, an amount in cash equal to the NWMI Manager Cash Amount (calculated based on the Payments Schedule) less the NWMI Manager Escrow Amount, which amount will be paid by wire transfer of immediately available funds to an account designated by NWMI Manager Seller in respect of Xxxxxx Xxxx & Xxxxxxxx LLPwriting; and (v) and Valley Seller, an amount in cash equal to the HL Cap Valley Cash Amount (in respect of Xxxxxxxx Xxxxx Capitalcalculated based on the Payments Schedule) less the Valley Escrow Amount, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall which amount will be paid at Closing by wire transfer of immediately available funds to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter an account designated by Valley Seller in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingwriting.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) In connection with the Company’s good faith estimate Closing, and at the Effective Time, Xxxxx shall pay or deposit, or cause to be paid or deposited: (i) with the Escrow Agent for deposit into the Adjustment Escrow Fund, the Adjustment Escrow Amount; (ii) on behalf of Xxxxxxx Holdings, subject to receipt of payoff letters in form and substance reasonably satisfactory to Xxxxx (the “Payoff Letters”), the amount payable to the each counterparty or holder of Debt outstanding under the CIT Loan Agreement as Indebtedness for borrowed money listed on Schedule 3.1 of the Xxxxxxx Disclosure Schedules, with respect to Xxxxxxx Holdings, and as set forth in the Xxxxxxx Preliminary Closing Balance Sheet in order to fully discharge such Indebtedness of Xxxxxxx Holdings and any of its Subsidiaries and terminate all applicable obligations and liabilities of Xxxxxxx Holdings and any of its Subsidiaries related thereto; (biii) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount Xxxxxxx Holdings and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for Xxxxxxx LLCs, subject to receipt of customary invoices, the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) payable to each Person who is owed a portion of the Closing Xxxxxxx Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff InstructionsXxxxxxx Preliminary Closing Balance Sheet; and (iv) to the Xxxxxxx LLCs, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described as set forth in the foregoing clause Payout Spreadsheet, the Closing Cash Consideration. (yb) in excess of the amounts funded by Parent pursuant hereto All payments hereunder shall be obligations made by wire transfer of the Surviving Corporation and shall immediately available funds in United States dollars to such account as may be paid at Closing designated to the extent of Available Cash. No less than payor by the payee at least two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final applicable payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingdate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf Buyer will deliver, or cause to be delivered, an amount in cash equal to: (i) the Estimated Purchase Price minus (ii) the Adjustment Escrow Deposit Amount, minus (iii) the Maximum Retention Bonus Amount, minus (iv) the Representative Expense Fund (the “Closing Payment”) to NewCo Seller by wire transfer of immediately available funds in accordance with the Company Seller Payment Instructions. (b) At the Closing, Buyer will deliver, or cause to be delivered, by wire transfer of immediately available funds (xi) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Adjustment Escrow Deposit Amount, subject to a maximum of an escrow account designated by the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less Escrow Agent no later than two (2) Business Days prior to the Closing Date (ithe “Adjustment Escrow Account”) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating established pursuant to the CIT Loan Agreement upon receipt terms of an escrow agreement to be dated as of the amount indicated Closing Date and in such payoff letter the form attached as Exhibit C (the “Debt Payoff LetterEscrow Agreement”), among Buyer, Seller Representative and the Escrow Agent and (ii) the Company shall provide Maximum Retention Bonus Amount, to Parent documentation setting forth an itemized list of escrow account designated by the Escrow Agent no later than two Business Days prior to the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof Date (the “Retention Bonus Escrow Account”) and established pursuant to the terms of the Escrow Agreement. The Adjustment Escrow Account will be maintained separately from other funds held by the Escrow Agent and will be Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer under Section 1.04. (c) At the Closing, Buyer will pay, or cause to be paid, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment (excluding the Retention Bonuses) in cash by wire transfer of immediately available funds to the CIT Loan Agreement accounts designated by the Company at least two Business Days prior to permit the amounts thereunder Closing Date. (d) At the Closing, Buyer will pay, or cause to remain outstandingbe paid, to the Seller Representative, on behalf of Sellers, the Representative Expense Fund in cash by wire transfer of immediately available funds to the accounts designated by the Company at least two Business Days prior to the Closing Date. (e) At the Closing, Buyer will pay, or cause to be paid, the Estimated Closing Indebtedness set forth on Schedule 1.03(e) in cash by wire transfer of immediately available funds to the accounts designated in any payoff or other customary documentation evidencing the repayment or redemption of the Estimated Closing Indebtedness delivered in accordance with Section 6.08.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver in full payment for the Acquired Units, Purchaser will pay to, or on behalf of, the Sellers, by wire transfer of immediately available funds, the Company Closing Purchase Price, minus (i) the Indemnity Escrow Amount by wire transfer of immediately available funds to an escrow account (xthe “Indemnity Escrow Account”) to CIT Northbridge Credit LLC be established by the Purchaser with United Bank, a state banking association (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as agent for Exhibit B (the lenders under “Escrow Agreement”), (ii) the CIT Loan Working Capital Escrow Amount by wire transfer of immediately available funds to an escrow account (the “Working Capital Escrow Account”) to be established by the Purchaser with the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement, (iii) the BCA Earnout Escrow Amount by wire transfer of immediately available funds to an amount equal escrow account (the “BCA Earnout Escrow Account”) to be established by the Purchaser with the Escrow Agent, to be held by the Escrow Agent pursuant to the lesser terms of the Available Closing Expense Amount Escrow Agreement and (iv) the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree Seller Representative Fund; provided, that, solely with respect to amend the CIT Loan Agreement Sellers who are makers of Seller Subscription Note(s), each such that no amounts are due under the CIT Loan Agreement in connection with the consummation Seller’s respective portion of the transactions contemplated hereby), and (y) to each Person who is owed a Seller Subscription Notes Pay-off Amount shall be withheld from such Seller’s portion of the Closing Purchase Price in full repayment of each such Seller’s Seller Subscription Note(s), and the Company shall distribute the Seller Subscription Notes Pay-off Amount to the Sellers in accordance with the Consideration Waterfall. (b) At the Closing, Purchaser will pay to the Company (or, in the case of the Estimated Indebtedness Amount or Estimated Company Party Transaction Expenses, such other party as specified directed by the Company in the Transaction Expenses Payoff InstructionsFlow of Funds Memorandum), such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid Company will pay at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date Closing: (i) the Estimated Indebtedness Amount as set forth in any payoff letters in respect of such Estimated Indebtedness Amount, if any; (ii) the Redemption Payment Amount to be made to each of the Preferred Unit Holders and the Junior Preferred Unit Holders; (iii) the amount of the unpaid Estimated Company shall obtain Party Transaction Expenses, if any; and provide (iv) the Closing Bonus Payments (together with the Company’s share of required withholding Taxes). (c) At the Closing, Purchaser also will pay to Parent a payoff letter in customary form (i) the Escrow Agent the Indemnity Escrow Amount, the Working Capital Escrow Amount and which shall contemplate the termination and release of all Encumbrances relating BCA Earnout Escrow Amount, plus any fees due to the CIT Loan Agreement upon receipt Escrow Agent under the Escrow Agreement; it being understood that one-half of the amount indicated in any such payoff letter (the “Debt Payoff Letter”), fees shall be a Company Party Transaction Expense and (ii) the Company shall provide to Parent documentation setting forth an itemized list of Seller Representative the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingSeller Representative Fund.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver on behalf of or cause to be delivered to Seller an aggregate amount in cash equal to the Company Estimated Purchase Price (less the Adjustment Escrow Deposit Amount), by wire transfer of immediately available funds to the account or accounts designated in writing by Seller at least three (x3) Business Days prior to CIT Northbridge Credit LLC as agent the Closing Date. (b) At the Closing, Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds, an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the lenders under “Adjustment Escrow Account”) established pursuant to the CIT Loan terms of an escrow agreement, substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), by and among Buyer, Seller and the Escrow Agent. (c) At the Closing, Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds, (i) an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree Company Expenses set forth in a letter from each party entitled to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (be paid in respect of Xxxxxx Xxxx & Xxxxxxxx LLPthe Company Expenses (the “Invoices”) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable delivered to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid Buyer at Closing to the extent of Available Cash. No less than least two (2) Business Days prior to Closing, in each case to the Persons identified on, and in accordance with, the Invoices and (ii) an amount of cash equal to the payment obligations included in the computation of Estimated Closing Indebtedness which by their terms or pursuant to this Agreement are required to be paid at the Closing Date (including the payment obligations that are identified in the Payoff Letters, drafts of which will be delivered to Buyer at least three (3) Business Days prior to Closing, in each case to the Persons identified on, and in accordance with the Payoff Letters); provided, that any such Company Expenses or such other liabilities that in such case constitute compensatory payments to employees of the Company Entities shall be paid by Buyer to the applicable Company Entity at the Closing for further distribution to such employees through the payroll systems of such Company Entity. (d) At least three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Buyer, a spreadsheet setting forth all of the following information: (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release names of all Encumbrances relating to participants in the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), Phantom Plan; and (ii) the Company shall provide to Parent documentation setting forth an itemized list calculation of the amount payable to each such participant under the Phantom Plan in connection with the transactions contemplated by this Agreement as calculated from the Estimated Closing Transaction Expenses owed by Statement, in accordance with the Target Companiesterms thereof, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information which spreadsheet shall be updated as necessary to effect reflect changes to the final payment Estimated Closing Statement in full thereof (accordance with the “Transaction Expenses Payoff Instructions”last sentence of Section 1.05(a). The Buyer shall be entitled to rely on the accuracy of the information with respect to the Phantom Plan set forth in such spreadsheet in all respects, and Buyer’s and the Company acknowledges and agrees that neither Parent nor Purchaser has any Entities’ obligation to pursue make any amendment payments pursuant to such Phantom Plan shall be deemed fulfilled to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingextent such payments are made in accordance therewith.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of Buyer will, or will cause Merger Sub to, deposit with the Company Paying Agent the aggregate Closing Class A Common Unit Payment and Closing Class B Unit Payment, payable to the Class A Common Unitholders and Class B Unitholders, respectively, as set forth in the Estimated Closing Statement by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of account designated by the Available Paying Agent no later than two (2) Business Days prior to the Closing Expense Date. (b) At the Closing, Buyer will, or will cause Merger Sub to, deliver to the Escrow Agent (i) the Purchase Price Adjustment Escrow Deposit Amount and (ii) the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Pride Utility Escrow Amount, subject in each case, by wire transfer of immediately available funds to a maximum of separate escrow account designated by the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less Escrow Agent no later than two (2) Business Days prior to the Closing Date (the account to which the Purchase Price Adjustment Escrow Deposit Amount is funded, the "Purchase Price Adjustment Escrow Account" and the account to which the Pride Utility Escrow Amount is funded, the "Pride Utility Escrow Account") and established pursuant to the terms of the escrow agreement to be dated as of the Closing Date and substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), by and among Buyer, the Representative and the Escrow Agent. (c) At the Closing, Buyer will pay, or will cause Merger Sub to pay, to the Representative, the Representative Holdback Amount, by wire transfer of immediately available funds to an account designated by the Representative at least two (2) Business Days prior to the Closing Date. (d) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Company at least two (2) Business Days prior to the Closing Date. (e) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 5.08 to fully discharge the Indebtedness owed to the Persons thereunder, as described therein, by wire transfer of immediately available funds to the accounts designated in such payoff letters. (f) In accordance with the paying agent agreement to be dated on or prior to the Closing Date and substantially in the form of Exhibit D attached hereto (the "Paying Agent Agreement"), the Paying Agent will act as the Representative's agent in delivering to each Class A Common Unitholder and Class B Unitholder its respective Closing Class A Common Unit Payment or Closing Class B Unit Payment, as applicable, as well as any amounts owed to such Class A Common Unitholders or Class B Unitholders pursuant to Section 1.07(e). At or after the Effective Time, upon delivery by a Class A Common Unitholder or Class B Unitholder of a duly executed letter of transmittal substantially in the form of Exhibit E attached hereto (the "Letter of Transmittal") to the Paying Agent, (i) the Company shall obtain and provide Paying Agent will pay each such Class A Common Unitholder or Class B Unitholder the Closing Class A Common Unit Payment or Closing Class B Unit Payment to Parent a payoff letter in customary form and which shall contemplate such Class A Common Unitholder or Class B Unitholder is entitled under Section 1.05 as set forth on the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), Estimated Closing Statement and (ii) each Class A Common Unitholder and Class B Unitholder will be irrevocably entitled to receive the portion of any amount payable under Section 1.07(e) with respect to such Class A Common Units or Class B Units held by such Class A Common Unitholder or Class B Unitholder immediately prior to the Effective Time. The Closing Class A Common Unit Payment or Closing Class B Unit Payment payable to a Class A Common Unitholder or Class B Unitholder will be made by wire transfer of immediately available funds to an account designated in writing by such Class A Common Unitholder or Class B Unitholder in the Letter of Transmittal, unless alternative arrangements are specified by such holder in the Letter of Transmittal, to the extent permitted by the Letter of Transmittal. Each such Class A Common Unitholder or Class B Unitholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement prior to the Closing Date will be paid his, her or its applicable Closing Class A Common Unit Payment or Closing Class B Unit Payment on the same Business Day as the Effective Time, or as soon as possible thereafter. Each such Class A Common Unitholder or Class B Unitholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement on or after the Closing Date will be paid his, her or its applicable Closing Class A Common Unit Payment or Closing Class B Unit Payment as soon as possible after delivery thereof is made (but in any event no later than two (2) Business Days after the date such delivery thereof is made). (g) At any time that is more than one (1) year after the Effective Time, Buyer may cause the Paying Agent to pay over to the Surviving Company shall provide to Parent documentation setting forth an itemized list any portion of the Closing Transaction Expenses owed by Class A Common Unit Payment or Closing Class B Unit Payment that had been delivered to the Target Companies, Paying Agent (including the identity any interest received thereon) and that has not been disbursed to Class A Common Unitholders or Class B Unitholders as of each payee, dollar such date (other than any amounts owed, bank wire instructions and any other information necessary then subject to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”dispute). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment After the Paying Agent makes such payments to the CIT Loan Agreement Surviving Company, all former Class A Common Unitholders and Class B Unitholders will be entitled to permit look only to the Surviving Company (subject to any applicable abandoned property, escheat and other similar Laws) as general creditors thereof with respect to the cash payable pursuant to this Agreement. None of the Surviving Company, Buyer, Merger Sub, the Representative or the Paying Agent will be liable to any Person in respect of amounts thereunder paid to remain outstandinga Governmental Body to the extent required under any applicable abandoned property, escheat or similar Law.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver on behalf of make, or cause to be made, the Company following payments, by wire transfer of immediately available funds funds: (xi) With respect to CIT Northbridge Credit LLC as agent for the lenders under Shareholders and Non-Employee Company Option Holders and holders of Company Warrants that are being net exercised in connection with the CIT Loan AgreementClosing, an to the Paying Agent, a cash amount equal to the lesser portion of the Available Closing Expense Amount Initial Merger Consideration payable to such Equity Holders in each case, as set forth on the Allocation Schedule, which amount shall constitute the initial Payment Fund and shall be disbursed to the Closing Debt Amount Shareholders and Non-Employee Company Option Holders by the Paying Agent in accordance with the payment procedures set forth in Section 2.5 below. (unless Parent ii) With respect to Employee Company Option Holders and CIT Northbridge Credit LLC Company Restricted Stock Unit Holders, to the Company to be paid through the Company’s payroll systems, a cash amount equal to the portion of the Initial Merger Consideration payable to such Equity Holders, in each case, as agent set forth on the Allocation Schedule). Such amount shall be disbursed, after the deduction of applicable Tax withholdings and payroll charges associated with such payment (other than any employer related taxes) associated with such disbursements (which shall be remitted to the applicable authorities), to Employee Company Option Holders and Company Restricted Stock Unit Holders by the Company in accordance with the payment procedures set forth in Section 2.5 below. (iii) To the Escrow Agent, the Escrow Amount. (iv) To the Shareholders’ Representative for the lenders under benefit of the CIT Loan Agreement otherwise agree Equity Holders, to amend such account as will be specified in writing by the CIT Loan Agreement Shareholders’ Representative, the Reserve Amount, which amount will be held in a separate account established by the Shareholders’ Representative (the “Reserve Account”) and used solely for the purpose of paying the Shareholders’ Representative’s expenses. (v) To the applicable creditor(s) of the Company identified on the Indebtedness Certificate, the amount(s) of Closing Indebtedness owed to such creditor(s), pursuant to wire instructions set forth on the Indebtedness Certificate. (vi) To the applicable payees set forth on the Transaction Costs Certificate, the amount of the Transaction Costs owed by the Company to such parties, pursuant to wire instructions set forth on the Transaction Costs Certificate; provided, however that no amounts are due under the CIT Loan Agreement amount of any change of control, golden parachute, bonus, severance or similar payments made or to be made by the Company (or its Subsidiaries) to the applicable employees or former employees of the Company (or its Subsidiaries) arising in connection with the consummation of the transactions contemplated hereby)by this Agreement (including, and (yfor the avoidance of doubt, amounts payable under the Change of Control Bonus Plan) to each Person who is owed a portion of not otherwise paid by the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days Company prior to the Closing Date (i) shall be paid by the Company shall obtain through the Company’s payroll systems on the Closing Date but prior to the Closing, after the deduction of applicable Tax withholdings and provide to Parent a payoff letter in customary form and payroll charges associated with such payments (other than any employer related taxes) associated with such payments (which shall contemplate the termination and release of all Encumbrances relating be remitted to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”applicable authorities), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) At or promptly following the Company’s good faith estimate of Effective Time, but in any event within one (1) business day following the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingEffective Time, Parent shall deliver make (or shall cause to be made) the following payments: (i) on behalf of the Company Company, by wire transfer of immediately available funds (x) funds, to CIT Northbridge Credit LLC as agent for the lenders under account designated in writing by the CIT Loan AgreementTransaction Expense Recipient and Indebtedness Recipient who has delivered a Payoff Letter, an amount equal to the lesser of Transaction Expenses or Indebtedness owing to such Transaction Expense Recipient or Indebtedness Recipient, as applicable, each as set forth in the Available Payment Spreadsheet; (ii) to the Company or its payroll agent as appropriate to process such payments through the Company’s normal payroll procedure, the MIP Closing Expense Amount and Payment as set forth in the Closing Debt Amount Payment Spreadsheet, which the Company shall cause to be promptly paid through its normal payroll procedures to the Persons receiving such payments as set forth in the Payment Spreadsheet; (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (yiii) to each Person Effective Time Holder who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject has delivered to a maximum of the GDC Cap Amount Parent at least one (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP1) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days business day prior to the Closing Date a fully executed Letter of Transmittal and Company Stock Certificates, with respect to such Effective Time Holder’s shares of Series AA Preferred Stock, by wire transfer of immediately available funds, to such accounts designated in writing by each such Effective Time Holder, an amount equal to, less any applicable withholding, the sum of: (A) (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release number of all Encumbrances relating shares of Series AA Preferred Stock held by such Effective Time Holder immediately prior to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”)Effective Time, and multiplied by (ii) the Company Per Share Amount. (b) Parent shall provide to Parent documentation setting forth an itemized list retain the portion of the Closing Transaction Expenses owed by and Indebtedness payable to Transaction Expense Recipients and Indebtedness Recipients, as applicable, who fail to deliver fully executed Payoff Letters prior to the Target CompaniesEffective Time. After the Effective Time, including following the identity delivery of each payeeapplicable Payoff Letters, dollar amounts owedParent shall, bank wire instructions and any other information necessary to effect as promptly as practicable, pay the final payment in full thereof (the “applicable Transaction Expenses Payoff Instructions”). The to such Transaction Expense Recipients and Indebtedness to such Indebtedness Recipients by check or wire transfer of immediately available funds. (c) If any Effective Time Holder fails to deliver a fully executed Letter of Transmittal and Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment Stock Certificates in respect of his Series AA Preferred Stock at least one (1) business day prior to the CIT Loan Agreement Closing, Parent shall retain the aggregate Per Share Amount payable to permit such Effective Time Holder. After the amounts thereunder Effective Time and following the delivery of Letters of Transmittal and Company Stock Certificates as applicable, Parent shall, as promptly as practicable but in any event within ten (10) business days following such delivery, pay the applicable aggregate Per Share Amount (less any applicable withholding), to remain outstandingsuch Effective Time Holder, by check or wire transfer of immediately available funds.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) At the Company’s good faith estimate Closing, Purchaser shall pay to Seller, in exchange for the Purchased Equity, an amount (the “Closing Payment”) equal to the total of the amount payable Purchase Price less the Escrow Amount less 50% of the Escrow Fees less Transaction Expenses, such Transaction Expenses to the holder of Debt outstanding under the CIT Loan Agreement be evidenced by written invoices with respect thereto, dated as of the Closing Date or within a reasonable period of time prior to the Closing Date and including the aggregate amount fully to discharge such obligations as of the Closing Date (the “Invoices”). (b) an itemized list No later than one (1) Business Day prior to the Closing Date, Seller will deliver to Purchaser a schedule of all the Transaction Expenses owed supported by the Target Companies as Invoices and including wire instructions for Seller and those Persons to whom the Transaction Expenses will be paid. (c) Upon the terms and subject to the conditions of this Agreement, at the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingPurchaser shall pay, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection accordance with the consummation of wire instructions provided by Seller pursuant to Section 2.2(b) above, the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date following: (i) the Company shall obtain and provide Closing Payment, to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating Seller, to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and account designated by Seller; (ii) the Company shall provide Escrow Fees and Escrow Amount to Parent documentation setting forth an itemized list Escrow Agent, in each case, to the account designated by Escrow Agent and, in the latter case to be held or disbursed in accordance with the terms of the Closing Escrow Agreement and Section 10.8(b); and (iii) cash in the amounts required to pay the Transaction Expenses owed in full as of the Closing, in accordance with the Invoices, to the accounts designated by each Person to whom such expenses are to be paid. (d) The Escrow Funds will be governed by the Target CompaniesEscrow Agreement. The Escrow Amount (and any interest thereon) will be held in escrow for a period of twelve (12) months following the Closing for the purpose of addressing Seller’s indemnification obligations to Purchaser under Article X hereof, including without limitation the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment special indemnity in full thereof (the “Transaction Expenses Payoff Instructions”Section 10.2(a)(v). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of On the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingDate, Parent shall deliver on behalf of the cause to be delivered to each Company Member, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for from the lenders under Trust Account and the CIT Loan AgreementPIPE Investment, an amount equal to the lesser Allocated Portion of the Available Closing Expense Amount and cash component of the Initial Consideration, payable to such Company Member pursuant to Section 1.7(a). (ii) On the Closing Debt Amount Date, Parent shall deliver the Escrow Cash to the Escrow Agent by wire transfer of immediately available funds, for deposit in the Escrow Fund (unless Parent which shall be held and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement distributed in connection accordance with the consummation terms of Article 7). (iii) On the transactions contemplated hereby)Closing Date, and Parent shall deliver to Xxxxxx Xxxxxxx by wire transfer of immediately available funds, an amount equal to the Xxxxxx Xxxxxxx Indebtedness. (yiv) On the Closing Date, Parent shall deliver to each Person who is owed a portion of the Company the Company Closing Transaction Expenses (v) Subject to such Company Member having provided Parent with an executed Accredited Investor Certification in substantially the form of Exhibit I attached hereto (the “Accredited Investor Certification”), as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount dated no earlier than ten (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP10) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days days prior to the Closing Date Date, on the Closing Date, Parent shall deliver to each Company Member certificates (ior make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued) representing the Allocated Portion of the shares of Parent Common Stock to be issued as the stock component of the Initial Consideration to such Company Member pursuant to Section 1.7(a). (vi) On the Closing Date, Parent shall deliver the Escrow Stock to the Escrow Agent, for deposit in the Escrow Fund, which shall be held and distributed in accordance with the terms of Article 7. (vii) On the Closing Date, Parent shall deliver jointly to Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxxx, by wire transfer of immediately available funds, an amount equal to the Capital Expenditure Reimbursement; provided, that, Parent shall have received a statement, reasonably acceptable to it, showing the amount of such Capital Expenditure Reimbursement, including a description of the uses or intended uses by the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release Company Subsidiaries of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter amounts (the “Debt Payoff LetterCapital Expenditure Statement”); provided, and further, that Parent shall have no obligation hereunder to reimburse any amounts of Capital Expenditure Reimbursement exceeding Six Hundred Thousand Dollars (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”$600,000). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of At the Company Disclosure Schedule sets forth: Closing: (a) Purchaser shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Indebtedness set forth on the Indebtedness Schedule, in the amounts and otherwise in accordance with the terms set forth in the Payoff Letters and the Indebtedness Schedule, such payment to be made by the Purchaser to an account designated by the Paying Agent for further distribution by the Paying Agent in accordance with the Payoff Letters. (b) Purchaser shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Expense Fund to an account designated by the Paying Agent for distribution by the Paying Agent into an account designated by the Sellers’ Representative. (c) Purchaser shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Closing Date Option Consideration, to an account designated by the Paying Agent for further distribution by the Paying Agent to the Optionholders in accordance with the Allocation Schedule and subject to the provisions of this Agreement and the Paying Agent Agreement (it being understood that the Exercise Price shall be deducted from the payment made to the Optionholders and transferred by the Paying Agent to the Company’s good faith estimate of the amount payable account). (d) Purchaser shall pay to the holder of Debt outstanding under the CIT Loan Agreement as of Sellers an amount equal to (i) the Closing and Date Purchase Price less (bii) an itemized list of all Transaction Expenses owed by the Target Companies as of Retained Closing Amount less (iii) the ClosingAdjustment Holdback Amount, including the identity of each payee Expense Fund and the Company’s good faith estimate Closing Date Option Consideration, by means of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds to an account designated by the Paying Agent, for distribution by the Paying Agent to the Sellers in accordance with the Allocation Schedule, and subject to the provisions of this Agreement and the Paying Agent Agreement. (xe) Notwithstanding anything to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan contrary in this Agreement, an amount equal any consideration which a holder of (i) Company 102 Shares, Company 102 Options or Company 3(i) Options has the right to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan receive pursuant to this Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLPsuch Company 102 Shares, Company 102 Options or Company 3(i) Options shall be transferred by Purchaser, to the Paying Agent, who shall transfer such consideration directly to the Section 102 Trustee to be held in trust and further distributed in accordance with the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any applicable provisions of the Persons described in Israeli Tax Ordinance, the foregoing clause Israeli Tax Ruling (y) in excess of if obtained), or the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two Israeli Interim Tax Ruling (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”if obtained), as applicable, and (ii) Company Options that are not Company 102 Options or Company 3(i) Options has the right to receive pursuant to this Agreement in respect of such Company Options shall provide be transferred by Purchaser to Parent documentation setting forth an itemized list the Paying Agent for payment to the holders of such Company Options in accordance with the Allocation Schedule and subject to the provisions of this Agreement and the Paying Agent Agreement. (f) The payment of the Closing Transaction Expenses owed by amounts of cash set forth in this Section 2.7 to the Target Companies, including Paying Agent shall be deemed the identity discharge of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any Purchaser’s obligation to pursue any amendment pay such amounts to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingrelevant parties.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver on behalf of the Company pay, or shall cause to be paid, in cash by wire transfer of immediately available funds funds, as follows: (i) to the Escrow Agent, (x) the Adjustment Escrow Amount to CIT Northbridge Credit LLC as agent be deposited by the Escrow Agent into the Adjustment Escrow Account and (y) the Post-Closing Escrow Amount to be deposited by the Escrow Agent into the Post-Closing Escrow Account, in each case, to be held and disbursed in accordance with the terms of this Agreement and the Escrow Agreement; (ii) to Seller, the Estimated Closing Consideration set forth on the Preliminary Closing Statement minus the Adjustment Escrow Amount minus the Post-Closing Escrow Amount, minus the Closing Company Incentive Equity Consideration; (iii) to the Company, for the lenders under benefit of the CIT Loan AgreementCompany Award Holders, an amount equal to the lesser Closing Company Incentive Equity Consideration to be paid by the Company to each Company Award Holder in accordance with Section 2.4(a)(i) and Section 2.4(c)(i)(A); and (iv) (A) the entire amount of all Repaid Indebtedness as set forth on executed payoff letters from the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree Credit Facility (the “Credit Facility Payoff Amount”) and other applicable lenders of Repaid Indebtedness pursuant to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)wire instructions set forth therein, and (yB) to each Person who is owed a portion the Seller Expenses in the amounts set forth in the calculation of the Estimated Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount Consideration delivered hereunder (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent such Seller Expenses are due and payable at the time of Available Cashthe Closing) pursuant to wire instructions provided to Buyer by the Company prior to the Closing. No less than two Promptly, after the Closing, the Buyer shall pay or cause to be paid, any remaining Seller Expenses, in cash by wire transfer of immediately available funds. At least three (23) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”)Date, and (ii) the Company Seller shall provide to Parent documentation Buyer with a flow of funds setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank to be paid pursuant to this Section 2.2(b) along with wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingtherefor.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of Buyer will, or will cause Merger Sub to, deposit with the Company Paying Agent the aggregate Closing Stock Payments payable to the Stockholders as set forth in the Estimated Closing Statement by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser account designated by the Paying Agent no later than two (2) Business Days prior to the Closing Date. (b) At the Closing, Buyer will, or will cause Merger Sub to, deliver the aggregate Closing Option Payments payable to the Optionholders, as set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to an account designated by the Company at least two (2) Business Days prior to the Closing Date. No later than three (3) Business Days following the Closing, the Company will distribute to the Optionholders through a special payroll of the Available Company, their respective Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense AmountOption Payments, subject to a maximum of any applicable Tax withholding pursuant to Section 1.10. After the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx CapitalClosing, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto Buyer shall be obligations of cause the Surviving Corporation and shall be paid at Closing to make payment to the extent appropriate taxing authority or authorities of Available Cash. No less any amounts withheld from payment to the Optionholders in accordance with Section 1.10. (c) At the Closing, Buyer will, or will cause Merger Sub to, deliver the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (ithe “Adjustment Escrow Account”) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating established pursuant to the CIT Loan Agreement upon receipt terms of an escrow agreement to be dated as of the amount indicated Closing Date and substantially in such payoff letter the form attached as Exhibit C (the “Debt Payoff LetterAdjustment Escrow Agreement”), among Buyer, the Representative and the Escrow Agent. The Adjustment Escrow Account will be maintained separately from other funds held by the Escrow Agent and will be Buyer’s and Merger Sub’s sole and exclusive source of recovery for any amounts owing to Buyer, Merger Sub or, following the Closing, the Surviving Corporation pursuant to Section 1.08 and shall be released in accordance with the terms thereof. (iid) At the Closing, Buyer will pay, or will cause Merger Sub to pay, to the Representative, the Representative Holdback Amount, by wire transfer of immediately available funds to an account designated by the Representative at least two (2) Business Days prior to the Closing Date. (e) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company shall provide and its Subsidiaries, all Estimated Transaction Expenses to Parent documentation setting forth an itemized list such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Company at least two (2) Business Days prior to the Closing Date. (f) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Closing Transaction Expenses owed by Company and its Subsidiaries, all amounts required to be paid under the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary payoff letters delivered pursuant to effect the final payment in full thereof Section 5.10 (the “Transaction Expenses Payoff InstructionsLetters”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment ) at least two (2) Business Days prior to the CIT Loan Agreement Closing Date in order to permit fully discharge the amounts thereunder Indebtedness owed to remain outstandingthe Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such Payoff Letters.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Acquiror will make (or cause to be made) the following payments, in each case by wire transfer of immediately available funds to the account or accounts designated by the payee in writing no later than two Business Days prior to the Closing Date: (xa) to CIT Northbridge Credit LLC the Escrow Agent for deposit in the respective accounts, the Working Capital Escrow Amount, the Escrow Amount and the Stockholder Representative Expense Holdback Amount; (b) on behalf of the Company, subject to receipt of customary payoff letters, the amount payable to each counterparty or holder of Indebtedness for borrowed money to the extent and as agent for set forth in the lenders under Preliminary Closing Statement in order to fully discharge such Indebtedness and terminate all applicable obligations and liabilities of the CIT Loan AgreementCompany and any of its Affiliates related thereto; (c) on behalf of the Company, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)Estimated Transaction Expenses, and (y) to each Person who is owed a portion thereof as set forth in the Preliminary Closing Statement (provided that in the case of Transaction Expenses consisting of bonuses subject to withholding, such amounts shall be paid to the Company for further distribution to the recipients thereof through the Company’s payroll system and the parties shall cause the Company to make such bonus payments through its payroll system on the Closing Transaction ExpensesDate; provided, further, that the Company shall accrue the amount of all such bonus payments in its accounts as specified in of immediately prior to the Transaction Expenses Payoff Instructions, such Person’s pro rata share of Effective Time); and (d) the Available Closing Advisory Expense Amount, subject Merger Consideration to a maximum of the GDC Cap Amount Securityholders (i) in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (amounts owed in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described Notes as set forth in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto Payoff Letter, which shall be obligations of the Surviving Corporation and shall be paid at Closing in a form reasonably satisfactory to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), Acquiror and (ii) to the Company shall provide to Parent documentation setting forth an itemized list extent any portion of the Closing Transaction Expenses owed by Merger Consideration remains after payments are made in respect of the Target CompaniesNotes, including the identity of each payee, dollar any amounts owed, bank wire instructions and any other information necessary due pursuant to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”Section 2.6(a). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company pay or cause to be paid, by wire transfer of immediately available funds (each such payment, a “Closing Payment”), as follows: (a) to the Adjustment Escrow Agent, the Adjustment Escrow Amount and any fees due to the Adjustment Escrow Agent under the Adjustment Escrow Agreement, to the account created for such purpose under the Adjustment Escrow Agreement; (b) to the Indemnification Escrow Agent, the Indemnification Escrow Amount and any fees due to the Indemnification Escrow Agent under the Indemnification Escrow Agreement, to the account created for such purpose under the Indemnification Escrow Agreement; (c) if there is any Indebtedness owed by the Acquired Companies on the PPP Loan as of the Closing, to the PPP Loan Escrow Agent, the PPP Loan Escrow Amount; (d) if (x) to CIT Northbridge Credit LLC as agent for the lenders under S-Corp Tax Opinion (in form mutually agreed upon by Parent and the CIT Loan Agreement, an amount equal Sellers’ Representative in good faith) has not been delivered to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days Company on or prior to the Closing Date and (iy) Parent has determined in accordance with Section 6.33 that the amounts set forth in the Section 357(c) Spreadsheet do not establish to Parent’s good faith satisfaction that the tax basis of the assets of the Company’s “qualified subchapter S subsidiaries” exceed such subsidiaries’ liabilities (for purposes of Section 357(c) of the Code) as of the date of this Agreement, then to the Indemnification Escrow Agent, the Special Tax Escrow Amount; (e) on behalf of the Acquired Companies, to the relevant payees thereof, an aggregate cash amount equal to the amount of all Estimated Unpaid Company Transaction Expenses and the Payoff Debt; and (f) on behalf of the Sellers, to the account of the Sellers’ Representative, a cash amount equal to the Representative Expense Fund. Each of the Closing Payments shall be made by wire transfer of immediately available funds in the amounts and to the bank accounts designated in writing by the Company in the Pre-Closing Statement (as defined below) delivered pursuant to Section 1.4(a); provided, however, that the Aggregate Transaction Bonus Payments and the LTIP Settlement Amount shall be paid to the Company on the Closing Date pursuant to Section 6.14 and thereafter the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate pay the termination and release of all Encumbrances relating to payees thereof through the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the next regularly-scheduled Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingpayroll.

Closing Payments. Part 1.11 of Buyer shall make the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company following payments by wire transfer of immediately available funds at the following times: (xi) at the Closing, pay the Estimated Unpaid Seller Expenses (if any) to CIT Northbridge Credit LLC each applicable third party payee to whom Estimated Unpaid Seller Expenses will be owing as agent of the Closing, in accordance with the terms of a payoff letter from each such third party payee; (ii) at the Closing, pay the Estimated Closing Indebtedness (if any) to each applicable creditor to whom Estimated Closing Indebtedness will be owing as of the Closing, in accordance with the terms of a payoff letter from each such creditor (provided that Estimated Closing Indebtedness that is in the form of accounts payable, trade payables or customer deposit balances shall not be paid at the Closing); (iii) at the Closing, transfer the Seller Representative Amount to the Payment Agent, pursuant to the terms of the Payment Agent Agreement, for further distribution to the lenders under Seller Representative; (iv) at the CIT Loan Closing, transfer to the Payment Agent an amount (in cash) equal to the cash portion of the Total Optionholder Closing Amount, less (A) any cash amounts owed to any Non-Israeli Optionholders who are not employees of the Company or any of its Subsidiaries as of the date hereof (as set forth in Section 1.4(f)(v)) and (B) any amounts described in Section 1.4(f)(vi), which amount shall be transferred by the Payment Agent to the Company, pursuant to the terms of the Payment Agent Agreement, for payment to all Non-Israeli Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof on the first practicable date it can be processed through payroll following the Closing, in accordance with Section 1.5(b) and the Proceeds Allocation Schedule; (v) at the Closing, transfer to the Payment Agent, pursuant to the Payment Agent Agreement, an amount (in cash) equal to the lesser cash portion of the Available Total Optionholder Closing Expense Amount owing to each Non-Israeli Optionholder that is not an employee of the Company or any of its Subsidiaries, in accordance with Section 1.5(b) and the Proceeds Allocation Schedule; (vi) at the Closing, transfer to the Payment Agent, in accordance with the Payment Agent Agreement, any consideration described in Section 1.5(b) with respect to Company 102 Shares and Company 102 Options held by the 102 Trustee, and with respect to payment to Israeli Optionholders that do not hold Company 102 Securities, to be paid to the 102 Trustee and held and released by the 102 Trustee in accordance with the Company’s agreement with the 102 Trustee, applicable Law (including the provisions of Section 102 of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including, where applicable, the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company, prior to Closing, or by Buyer or the Company after Closing with the consent of the Seller Representative); (vii) at the Closing, transfer the IIA Holdback Amount and the WSP Holdback Amount to the Escrow Agent, in accordance with the Escrow Agreement; (viii) at the Closing, transfer to the Payment Agent, pursuant to the terms of the Payment Agent Agreement, an amount (in cash) equal to the cash portion of the Total Warrantholder Closing Debt Amount, in accordance with Section 1.6(b) and the Proceeds Allocation Schedule; and (ix) at the Closing, pay (A) the Estimated Closing Purchase Price (less the amounts set forth in clauses (i) – (viii) above) and (B) the non-cash portion of each of the Total Optionholder Closing Amount and the Total Warrantholder Closing Amount, in each case, by transfer of such amounts to the Payment Agent, pursuant to the provisions of the Payment Agent Agreement. Buyer shall cause the Payment Agent to deliver to each: (x) Seller for each Company Share sold by such Seller consideration equal to the amount in cash and Buyer Common Stock as set forth opposite such Seller’s name in the Proceeds Allocation Schedule, in each case, less (A) applicable Tax withholding with respect to such Seller (to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such Seller) and (B) such Seller’s respective portion, in cash, of the Seller Representative Amount (unless Parent and CIT Northbridge Credit LLC such amount transferred to the Payment Agent, the “Closing Payment Fund”); provided, however, that any such amounts payable in consideration for Company 102 Securities shall be paid as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement set forth in connection with the consummation of the transactions contemplated herebySection 1.4(f)(vi), ; and (y) Optionholder and Warrantholder the amount of Buyer Common Stock as set forth opposite such Optionholder’s or Warrantholder’s name in the Proceeds Allocation Schedule. For purposes of this Agreement and for the avoidance of doubt, the parties hereto acknowledge and agree that the Seller Representative Amount shall be treated as having been paid to each Person who is owed a portion of the Equityholders at the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of for all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingapplicable Tax purposes.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of On the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingDate, Parent shall deliver on behalf of payment to the Company Payment Agent by wire transfer of immediately available funds an amount equal to the Initial Amount payable to (xA) Company Stockholders pursuant to CIT Northbridge Credit LLC Section 1.7(a) in exchange for all shares of Company Capital Stock and (B) holders of Company Warrants pursuant to Section 1.8(d) in exchange for all Company Warrants, in each case, in accordance with the Final Allocation Certificate. (ii) On the Closing Date, Parent shall deliver payment by wire transfer of immediately available funds to the Company, which the Company shall forward to its designee payroll service provider as agent for the lenders under the CIT Loan Agreementappropriate, an amount equal to the lesser aggregate amount of the Available Aggregate Consideration payable to each Vested Optionholder (with the exception of any Vested Optionholder who was granted Company Options as an independent contractor of Company) for payment to such Vested Optionholder (less any applicable withholding or other Taxes, or other amounts as required to be withheld) in the Company’s next payroll through the Company’s or Parent’s standard payroll procedures. Such payments shall be in accordance with the Final Allocation Certificate. (iii) On the Closing Expense Amount Date, Parent shall deliver payment to the Payment Agent by wire transfer of immediately available funds an amount equal to the aggregate amount of the Aggregate Consideration payable to each Vested Optionholder that was granted Company Options as an independent contractor of the Company for payment to such Vested Optionholder (less any applicable withholding or other Taxes, or other amounts as required to be withheld) in accordance with the Final Allocation Certificate. (iv) On the Closing Date, and subject to and in accordance with the provisions of this Agreement, Parent shall deliver payment to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow Amount, for deposit in the Indemnification Escrow Fund and the Adjustment Escrow Amount, for deposit in the Adjustment Escrow Fund. Each Company Holder shall be deemed to have contributed such Company Holder’s Pro-Rata Portion of the Indemnification Escrow Amount to the Indemnification Escrow Fund and the Adjustment Escrow Amount to the Adjustment Escrow Fund. (v) On the Closing Debt Amount (unless Parent Date, and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree subject to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement and in connection accordance with the consummation provisions of this Agreement, Parent shall deliver payment to the transactions contemplated hereby), and (y) to each Person who is owed a portion Stockholder Agent by wire transfer of immediately available funds the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense AmountStockholder Agent Fund, subject to a maximum and in accordance with Section 9.13(c). Each Company Holder shall be deemed to have contributed such Company Holder’s Pro-Rata Portion of the GDC Cap Amount Stockholder Agent Fund. (in vi) On the Closing Date, Parent shall deliver payment, directly or through the Payment Agent, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder or third party of outstanding Closing Indebtedness (including with respect of Xxxxxx Xxxx & Xxxxxxxx LLPto unpaid Company Transaction Expenses) and as set forth on the HL Cap Amount (in respect of Xxxxxxxx Xxxxx CapitalClosing Payment Certificate, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less pay off letters have been delivered to Parent no later than two three (23) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingDate.