Common use of Closing Payments Clause in Contracts

Closing Payments. (a) Notwithstanding anything to the contrary set forth in this Agreement, the following transfers of funds will take place at the Closing: (i) To the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver the Stockholder Closing Payment Amount (such amount as set forth on the Spreadsheet). (ii) With respect to Company Optionholders, Acquirer shall deliver an amount of funds equal to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agent, pursuant to Section 2.2, Acquirer shall cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes of paying the Representative Expenses of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing Debt, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial Certificate. (vi) With respect to Company Merger Expenses, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial Certificate. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess of the Closing Merger Consideration.

Closing Payments. (a) Notwithstanding anything to the contrary set forth in this Agreement, the following transfers of funds will take place at At the Closing: (i) To (A) with respect to each Equityholder who holds Company Capital Stock or the Exchange AgentCompany Warrant that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (collectively, pursuant such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) in the form attached hereto as Exhibit C, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to Section 6.2(b)each holder of Company Capital Stock and/or Company Warrant, Acquirer shall deliver the Stockholder portion of the Closing Payment Amount (such amount as set forth on the Spreadsheet). (ii) With respect to Company Optionholders, Acquirer shall deliver an amount of funds equal to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agent, pursuant to Section 2.2, Acquirer shall cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes of paying the Representative Expenses of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing Debt, to the applicable payees set forth on the Closing Financial CertificateDate Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, pursuant to Section 5.2, Acquirer Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such amounts Optionholders at the Closing as set forth on the Closing Financial Certificate.Date Allocation Schedule (which amounts shall then be paid to the Optionholders by the Surviving Corporation at or as soon as reasonably practicable following the Closing) to the account designated by the Surviving Corporation by means of a wire transfer of immediately available funds, provided, however, that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D; (viii) With respect Parent shall, or shall cause the Surviving Corporation to, deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement; and (iii) Parent shall cause the Surviving Corporation to pay the Employee Bonuses to each Company Merger Employee; and (iv) Parent shall, or shall cause the Surviving Corporation to, pay to the applicable parties the amount of the Unpaid Company Transaction Expenses, if any, to the applicable payees set forth on account or accounts of such parties designated by the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial Certificate. (b) For the avoidance Company by means of doubt, in no event will Acquirer a wire transfer an amount of funds at Closing in excess of the Closing Merger Consideration.immediately available funds.7

Closing Payments. (a) Notwithstanding anything to the contrary set forth in this Agreement, the following transfers of funds will take place at At the Closing, Parent shall deliver or cause to be delivered, or pay or cause to be paid, as applicable: (i) To the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver the each Company Common Stockholder Closing Payment Amount (such amount as set forth on the Spreadsheet). (ii) With respect to Company Optionholders, Acquirer shall deliver an amount of funds equal holding a Certificate that immediately prior to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations Effective Time represented Outstanding Shares, promptly upon receipt by Parent of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agent, pursuant to Section 2.2, Acquirer shall cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes a completed and duly executed Letter of paying the Representative Expenses of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing Debt, to the Transmittal and applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial Certificate. (vi) With respect to Company Merger Expenses, to the applicable payees set forth on the Closing Financial a Parent Stock Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts in the name and denomination as set forth in the Closing Financial Merger Consideration Certificate, representing the Merger Consideration; and (ii) to each Company Restricted Stockholder, a Restricted Stock Transition Document. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess Each of the Surviving Entity and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Company Stockholder pursuant to this Article 2 any amounts as the Surviving Entity or Parent, as the case may be, is required to deduct and withhold with respect to payment under any provision of federal, state or local income Tax law. If the Surviving Entity or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholders in respect of which the Surviving Entity or the Parent, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on the consideration payable to Company Stockholders pursuant to this Article 2 upon the delivery of Certificates. (c) Parent will, within five (5) Business Days after the 270th day following the Closing Merger ConsiderationDate, return to the Surviving Entity any portion of the consideration remaining to be paid to Company Stockholders pursuant to this Article 2 who have not yet surrendered their Certificates or perfected their rights of appraisal, as the case may be, and any other funds which are to be distributed to Company Stockholders. Any Company Stockholders shall thereafter be entitled to look only to Parent and the Surviving Entity for payment of their claims for the consideration set forth in Sections 2.6, 2.7 and in this Section 2.11, without interest thereon. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, an indemnity against any claim that may be made against it with respect to such Certificate, the Parent will issue in exchange for such lost, stolen or destroyed Certificate the consideration otherwise payable pursuant to this Article 2. (e) Any Parent Stock Certificates delivered or shares of Parent Restricted Stock paid for the benefit of a Company Stockholder that are attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL.

Closing Payments. (a) Notwithstanding anything Prior to Closing, the Company shall cause the agent for the lenders under the Debt Agreements to prepare and deliver to the contrary set forth in this AgreementCompany a “payoff letter” or similar document (collectively, the following transfers “Payoff Letters”) specifying the aggregate amount of funds the Company’s monetary obligations (including principal, accrued interest, fees and expenses) that will take place at be outstanding as of (and after giving effect to) the Closing under the Debt Agreements (the “Debt Repayment Amount”). At the Closing: , Buyer shall (i) To pay the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver Debt Repayment Amount in the Stockholder Closing Payment Amount (such amount as set forth on manner provided in the Spreadsheet). Payoff Letters and (ii) With respect to Company Optionholders, Acquirer shall deliver an amount cause all of funds equal to the Optionholders Closing Consideration (such amount as set forth outstanding letters of credit issued on the Spreadsheet) to behalf of the Company to fulfill be fully cash collateralized or shall furnish such letters of credit or other substitute credit support arrangements as the payment obligations beneficiaries of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agent, pursuant to Section 2.2, Acquirer shall cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes such letters of paying the Representative Expenses of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing Debt, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial Certificate. (vi) With respect to Company Merger Expenses, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial Certificatecredit may reasonably request. (b) For At least two Business Days prior to Closing, the avoidance Company shall deliver to Buyer a certificate (the “Merger Consideration Certificate”) duly certified by the Company’s chief financial officer, as accurately setting forth: (i) the names of doubteach Unitholder of the Company immediately prior to the Effective Time, the number and class of Units held by each such Unitholder, and the aggregate Per Unit Merger Consideration payable to such Unitholder pursuant to Section 3.1(b) in respect of such Units; and (ii) the manner in which Per Unit Merger Consideration has been calculated (including supporting calculations presented in reasonable detail together with any applicable underlying documentation reasonably requested by Buyer) for the determination of each of (A) the Aggregate Merger Consideration, (B) the Unreturned Class A Priority Amount, (C) the Unreturned Class B Priority Amount and (D) the Per Unit Residual Merger Consideration. The Class A Unitholder and the Class B Unitholders shall have the right to review and comment on the Merger Consideration Certificate prior to its delivery by the Company to Buyer. Buyer and the Company shall work together in good faith prior to the Closing in order to correct any manifest error that may appear on the face of the Merger Consideration Certificate. If there are any changes between the date of delivery of the Merger Consideration Certificate and the Closing in respect of items that are to be determined as of or immediately prior to the Effective Time, the Company shall deliver to Buyer at the Closing an updated Merger Consideration Certificate that reflects any such changes. At the Closing, Buyer shall, or shall cause the Surviving Company to, remit to each Unitholder identified in the Merger Consideration Certificate the amount identified therein as payable to such Unitholder pursuant to Section 3.1(b) in respect of such Unitholder’s Units, which amounts shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated for such Unitholder in the Merger Consideration Certificate (or if an account is not designated for such Unitholder in the Merger Consideration Certificate, by check). Buyer shall be entitled to rely on the Merger Consideration Certificate for remittance amounts and instructions, it being understood that the aggregate amount to be remitted to Unitholders by Buyer pursuant to the Merger Consideration Certificate shall in no event will Acquirer transfer an exceed the Aggregate Merger Consideration. Parent, Buyer and the Surviving Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Units such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, the amount of funds at Closing in excess of such consideration shall be treated for all purposes under this Agreement as having been paid to the Closing Merger ConsiderationPerson to whom such consideration would otherwise have been paid.

Closing Payments. (a) Notwithstanding anything At the Closing, the Purchaser shall pay, or cause to be paid, to Commodore by wire transfer in immediately available funds to an account or accounts designated in writing by Commodore (which account or accounts shall be so designated at least two Business Days prior to the contrary set forth in this Agreement, Closing Date) an amount equal to the following transfers of funds will take place at the Closing: (i) To the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver the Stockholder Closing Payment Amount (such amount as set forth on the Spreadsheet)Purchase Price. (iib) With respect to Company OptionholdersAt the Closing, Acquirer the Purchaser shall deliver an amount of funds equal to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agentpay, pursuant to Section 2.2, Acquirer shall or cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representativepaid, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes of paying the Representative Expenses on behalf of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing DebtAcquired Companies, to the applicable payees set forth on provided by the Seller Parties at least three (3) Business Days prior to the Closing Financial CertificateDate any Transaction Expenses that are owed but that have not yet been paid (any such expenses, the “Unpaid Transaction Expenses”), pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the delivery instructions provided by the Seller Parties at least three (3) Business Days prior to the Closing Financial CertificateDate. (vic) With respect At the Closing, the Purchaser shall pay, or cause to Company Merger Expensesbe paid, on behalf of the Acquired Companies, to the applicable payees set forth on lenders identified in Section 2.07(c) of the Disclosure Schedule and any other holder of Closing Financial CertificateIndebtedness, pursuant to Section 5.2, Acquirer shall pay such the applicable amounts as set forth in the Closing Financial Certificate. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess respect of the Closing Merger ConsiderationIndebtedness pursuant to the delivery instructions provided in the applicable Payoff Letters; provided, however, that if the Seller Parties deliver reasonably sufficient evidence to the Purchaser that the amounts owed by the Acquired Companies to the applicable lenders identified on Section 2.07(c) of the Disclosure Schedule have been fully satisfied (and all Encumbrances securing such amounts have been released), then the Purchaser shall not make or cause to be made any payments with respect to such amounts at the Closing.

Closing Payments. (a) Notwithstanding anything to At the contrary set forth in this Agreement, Closing and immediately following the following transfers of funds will take place at the ClosingEffective Time: (i) (A) with respect to each Equityholder who holds Company Capital Stock that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates representing such Company Capital Stock (collectively, such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) in the form attached hereto as Exhibit C, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to the Equityholders’ Representative for subsequent distribution to each holder of Company Capital Stock, the portion of the Purchase Price-To the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver the Stockholder Owners at Closing Payment Amount (such amount as set forth on the Spreadsheet)Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to the Equityholders’ Representative for subsequent distribution to each Optionholder the portion of the Purchase Price-To Owners at Closing to be paid to such Optionholders at Closing set forth on the Closing Date Allocation Schedule opposite such holder’s name. (ii) With respect to Company OptionholdersParent shall, Acquirer or shall cause the Surviving Corporation to, deliver an amount of funds equal the General Escrow Amount to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) Escrow Agent pursuant to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c).Escrow Agreement; (iii) To the Escrow AgentParent shall, pursuant to Section 2.2, Acquirer or shall cause the Surviving Corporation to, deliver the Certain Matters Escrow Cash Amount to be deposited with the Escrow Agent.Agent pursuant to the Escrow Agreement; (iv) To the RepresentativeParent shall, pursuant to Section 2.2, Acquirer or shall cause the Expense Cash Surviving Corporation to, pay to be deposited in an the applicable parties, on behalf of the Company and its Subsidiaries, the amount of the Unpaid Company Transaction Expenses, if any, to the account or accounts of such parties designated by the Representative Company prior to the Closing Date by means of a wire transfer of immediately available funds (which amounts and payees shall be evidenced by written invoices for the purposes full amount of paying each such payee’s Company Transaction Expenses, which invoice shall provide that, upon payment of such invoice, all amounts due to such payee by the Representative Expenses of the Representative incurred Company and its Subsidiaries shall be paid in connection with the discharge of its duties.full); (v) With Parent shall, or shall cause the Surviving Corporation to, pay to the appropriate persons, on behalf of the Company and its Subsidiaries, the Indebtedness Payment to the account or accounts of such parties designated by the Company prior to the Closing Date by means of a wire transfer of immediately available funds (and, with respect to each Person who is the beneficiary or the holder of any Encumbrance on any asset owned by the Company or any of its Subsidiaries, such Person shall have delivered a payoff letter in the form and substance reasonably satisfactory to Parent, which such letter shall include that upon payment in full of Company Closing Debt, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer Debt securing such Encumbrance such Person shall pay release and terminate all such amounts as set forth on the Closing Financial Certificate.Encumbrances); and (vi) With respect Parent shall, or shall cause the Surviving Corporation to, pay to the appropriate persons, on behalf of the Company Merger Expensesand its Subsidiaries, the Change in Control Payments (except any portion thereof to be paid to the Escrow Agent immediately following the Effective Time as directed by the Company prior to the Closing Date), to the applicable payees set forth on account or accounts of such parties designated by the Company prior to the Closing Financial CertificateDate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial Certificateby means of a wire transfer of immediately available funds. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess of the Closing Merger Consideration.

Closing Payments. (a) Notwithstanding anything Subject to the contrary set forth in terms and conditions of this Agreement, Parent shall take the following transfers of funds will take place at actions on the ClosingClosing Date: (i) To Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, pursuant Securityholder Representative cash sufficient to Section 6.2(bpay the Closing Merger Payment to the Former Securityholders (the “Payment Fund”), Acquirer . The Payment Fund shall deliver not be used for any purpose other than to pay the Stockholder Closing Payment Amount (such amount as set forth on the Spreadsheet)Merger Payment. (ii) With respect Parent shall repay, or cause to Company Optionholdersbe repaid, Acquirer shall deliver an amount on behalf of funds equal the Company, all amounts necessary to discharge fully the Optionholders then outstanding balance of the Closing Consideration (such amount Indebtedness, as is set forth on the Spreadsheet) Closing Statement, by wire transfer of immediately available funds as directed by the holders of such Closing Indebtedness in the payoff letters delivered to Parent prior to the Company to fulfill the payment obligations of Acquirer to Closing and the Company Optionholders pursuant shall make arrangements reasonably satisfactory to Section 6.2(c)Parent for such holders to deliver lien releases and cancelled notes at the Closing, as applicable. (iii) To the Escrow AgentParent shall pay, pursuant to Section 2.2, Acquirer shall or cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representativepaid, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes of paying the Representative Expenses on behalf of the Representative incurred in connection with Company, the discharge of its duties. (v) With respect to payment of Company Closing DebtTransaction Expenses, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial CertificateStatement, by wire transfer of immediately available funds in accordance with invoices or other documents evidencing such amounts delivered to Parent prior to the Closing. (iv) Parent shall deliver, or cause to be delivered, the Representative Expense Amount to the Securityholder Representative (for use by the Securityholder Representative pursuant to Article IX and with any balance for further distribution to the Former Securityholders pursuant to Section 9.02), by wire transfer of immediately available funds to the account designated by the Securityholder Representative prior to the Closing. (v) Parent shall pay, or cause to be paid, to the Company in immediately available funds, for distribution within five (5) days of the Closing Date, in accordance with the Company’s (or Company Subsidiary’s) normal payroll practices, the Transaction Bonus Amount for further payment to the applicable Transaction Bonus Recipients, in each case, as set forth on the Closing Statement. (vi) With respect Parent shall deposit, or shall cause to Company Merger Expensesbe deposited, with the Escrow Agent the Initial Escrow Amount to be held pursuant to the applicable payees set forth on terms of this Agreement and the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial CertificateEscrow Agreement. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess of the Closing Merger Consideration.

Closing Payments. (a) Notwithstanding anything At or prior to the contrary set forth Closing, and in this accordance with the Payments Agreement, the following transfers Purchaser shall deposit or cause to be deposited with the Payments Administrator, for the benefit of funds will take place at the Closing: (i) To Company Equityholders entitled thereto, cash in an amount Table of Contents sufficient to effect the Exchange Agentpayment of the portion of the Closing Consideration that is payable to Company Stockholders and Company Warrantholders. Any portion of the Closing Consideration deposited with the Payments Administrator in respect of any Dissenting Shares shall be returned to the Purchaser, pursuant to Section 6.2(b), Acquirer shall deliver the Stockholder Closing Payment Amount (such amount as set forth on the Spreadsheet)upon demand. (iib) With respect to Company Optionholders, Acquirer shall deliver an amount of funds equal At or prior to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To Closing, and in accordance with the Escrow AgentAgreement, pursuant to Section 2.2, Acquirer the Purchaser shall deposit or cause the Escrow Cash to be deposited with the Escrow AgentAgent (i) the General Escrow Amount and (ii) the Section 382 Escrow Amount. (ivc) To At the RepresentativeClosing, pursuant to and in accordance with Section 2.211.1(f), Acquirer the Purchaser shall deliver or cause the Expense Cash to be deposited in an account delivered to the Equityholder Representative the Equityholder Representative Expense Amount. (d) At the Closing, the Purchaser shall deliver to each Person designated by the Representative for Estimated Transaction Expense Statement, the purposes of paying amount designated by the Representative Expenses of Company with respect to each such Person in the Representative incurred in connection with manner set forth on the discharge of its dutiesEstimated Transaction Expense Statement, unless the Company shall have previously paid such amount. (ve) With respect to payment of Company Closing Debt, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial Certificate. (vi) With respect to Company Merger Expenses, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial Certificate. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess any portion of the Closing Merger ConsiderationConsideration payable to Company Vested Optionholders, the Purchaser shall, in lieu of delivering such portion of the Closing Consideration to the Payments Administrator, cause such portion of the Closing Consideration to be paid through the Purchaser’s or the Surviving Corporation’s payroll processing service or system within three (3) Business Days following the Closing Date, subject to applicable Tax withholding and reporting requirements.

Closing Payments. (a) Notwithstanding anything to the contrary set forth in this Agreement, the following transfers of funds will take place at At the Closing: , Acquiror shall deposit, or cause to be deposited, with the Exchange Administrator an amount of cash equal to (i) To the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver the Stockholder Total Closing Payment Amount (such amount as set forth on the Spreadsheet). (ii) With respect to Company Optionholders, Acquirer shall deliver an amount of funds equal to the Optionholders Closing Cash Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agent, pursuant to Section 2.2, Acquirer shall cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes of paying the Representative Expenses of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing Debt, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial Certificate. (vi) With respect to Company Merger Expenses, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Company Closing Financial CertificateStatement) less (ii) that portion of the Total Closing Cash Consideration that it reasonably determines appropriate to be paid through payroll distributions of the Surviving Corporation, Acquiror, or other Person, in accordance with the terms of this Agreement (the “Exchange Fund”). Any portion of the Exchange Fund (and any interest or other income earned thereon) that remains unclaimed by the Company Securityholders one year after the Effective Time shall be returned to Acquiror (or, at Acquiror’s written direction, one of its Affiliates), upon demand, and any such Company Securityholder who has not exchanged such his, her, or its Company Securities in accordance with the terms of this Agreement, including Section 1.9, prior to that time shall thereafter look only to Acquiror and the Surviving Corporation (as general unsecured creditors) for payment of the applicable portion of the Total Closing Cash Consideration in respect of his, her or its Company Securities without any interest thereon. (b) For At the avoidance of doubtClosing, Acquiror shall deposit, or cause to be deposited, in no event will Acquirer transfer an the account specified in each Closing Expense Pay-off Letter and Closing Indebtedness Pay-off Letter, as applicable, the amount of funds at Closing to be paid in excess connection with, and not paid prior to, the Closing, in each case, as set forth in each such letter. (c) Notwithstanding anything herein to the contrary, Acquiror shall be permitted to cause any cash portion of the Total Consideration payable to a Company Employee (other than any amounts payable to Company KERP Participants or Company Board Plan Participants or any other Change in Control Payments payable upon Closing Merger and for which a special payroll distribution shall be made on the Closing Date, subject to the terms and conditions of this Agreement) to be paid by the Surviving Corporation or Acquiror (or such other entity employing such Continuing Employee) through such Person’s regular payroll distributions and subject to applicable Tax withholdings, and Acquiror shall cause each such payment to be made no later than the first regularly scheduled payroll distribution following the date such cash amount becomes payable in accordance with the terms and conditions of this Agreement. In furtherance of the foregoing, the Company shall take such actions and, upon Acquiror’s reasonable request, provide such information that may be necessary or appropriate prior to the Closing Date to facilitate the making of any special or regular payroll distribution referenced in this Section 1.12(c). (d) Acquiror shall cause any Unpaid Change in Control Payments to be paid in accordance with the underlying agreements relating thereto, in each case, which are in effect on the Agreement Date and made available to Acquiror. To the extent such amounts are payable to a Company Employee, such amounts may be paid through a payroll distribution. To the extent any such amounts were taken into account in the calculation of Total Closing Cash Consideration, but are not ultimately [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. required, per the terms of such underlying agreements, to be paid to the intended recipient, Acquiror shall cause such amounts to be promptly paid to the Exchange Administrator for distribution to the applicable Company Securityholders in accordance with and subject to the other terms and conditions of this Agreement.