Common use of Closing Payments Clause in Contracts

Closing Payments. At the Closing: (i) (A) with respect to each Equityholder who holds Company Capital Stock or the Company 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, 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 each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such Optionholders at the Closing as set forth on the Closing 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; (ii) 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 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 account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7

Closing Payments. At the Closing: (ia) (A) with respect to each Equityholder who holds Company Capital Stock or the Company 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, 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 each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent Purchaser shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, or cause to be paid to such Optionholders at the Closing as set forth on the Closing 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 paid, by means of a wire transfer of immediately available funds, providedthe Indebtedness set forth on the Indebtedness Schedule, howeverin the amounts and otherwise in accordance with the terms set forth in the Payoff Letters and the Indebtedness Schedule, that such payment shall to be made only by the Purchaser 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; (ii) 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 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 account or accounts of such parties designated by the Company 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 a wire transfer of immediately available funds.7funds, 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 account). (d) Purchaser shall pay to the Sellers an amount equal to (i) the Closing Date Purchase Price less (ii) the Retained Closing Amount less (iii) the Adjustment Holdback Amount, the Expense Fund and the Closing Date Option Consideration, by means of wire transfer of immediately available funds to an account designated by the Paying Agent, for distribution by the Paying Agent to the Sellers in accordance with the Allocation Schedule, and subject to the provisions of this Agreement and the Paying Agent Agreement. (e) Notwithstanding anything to the contrary in this Agreement, any consideration which a holder of (i) Company 102 Shares, Company 102 Options or Company 3(i) Options has the right to receive pursuant to this Agreement in respect of such Company 102 Shares, Company 102 Options or Company 3(i) Options shall be transferred by Purchaser, to the Paying Agent, who shall transfer such consideration directly to the Section 102 Trustee to be held in trust and further distributed in accordance with the applicable provisions of the Israeli Tax Ordinance, the Israeli Tax Ruling (if obtained), or the Israeli Interim Tax Ruling (if obtained), as applicable, and (ii) Company Options that are not Company 102 Options or Company 3(i) Options has the right to receive pursuant to this Agreement in respect of such Company Options shall be transferred by Purchaser to the Paying Agent for payment to the holders of such Company Options in accordance with the Allocation Schedule and subject to the provisions of this Agreement and the Paying Agent Agreement. (f) The payment of the amounts of cash set forth in this Section 2.7 to the Paying Agent shall be deemed the discharge of Purchaser’s obligation to pay such amounts to the relevant parties.

Closing Payments. At (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 (Asuch amount as set forth on the Spreadsheet). (ii) with With respect to each Equityholder who holds Company Capital Stock or 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 Warrant that as to fulfill the payment obligations of the Closing has delivered Acquirer to the Surviving Corporation for cancellation Company Optionholders pursuant to Section 6.2(c). (iii) To the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (collectivelyEscrow Agent, 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 Cpursuant to Section 2.2, Parent shall, or Acquirer shall cause the Surviving Corporation toEscrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pay and distribute pursuant to each holder 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 Capital Stock and/or Company WarrantClosing Debt, to the portion of the Closing Payment Amount applicable payees set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect Financial Certificate, pursuant to the OptionholdersSection 5.2, Parent Acquirer shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such Optionholders at the Closing amounts as set forth on the Closing 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;Financial Certificate. (iivi) Parent shallWith respect to Company Merger Expenses, 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 Employee; and (iv) Parent shall, or shall cause the Surviving Corporation to, pay to the applicable parties 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 Unpaid Company Transaction Expenses, if any, to the account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7Closing Merger Consideration.

Closing Payments. (a) 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 Closing Date) an amount equal to the Closing Purchase Price. (ib) At the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Acquired Companies, to the applicable payees provided by the Seller Parties at least three (A3) with Business Days prior to the Closing Date any Transaction Expenses that are owed but that have not yet been paid (any such expenses, the “Unpaid Transaction Expenses”), pursuant to the delivery instructions provided by the Seller Parties at least three (3) Business Days prior to the Closing Date. (c) At the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Acquired Companies, to the applicable lenders identified in Section 2.07(c) of the Disclosure Schedule and any other holder of Closing Indebtedness, the applicable amounts in respect to each Equityholder who holds Company Capital Stock or the Company Warrant that as of the Closing has delivered Indebtedness pursuant to the Surviving Corporation for cancellation the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (collectively, such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) delivery instructions provided in the form attached hereto as Exhibit C, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s nameapplicable Payoff Letters; and (B) with respect to the Optionholders, Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such Optionholders at the Closing as set forth on the Closing 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 if the Seller Parties deliver reasonably sufficient evidence to the Company prior to Closing an executed consent agreement and release (Purchaser that the “Optionholder Consent Agreement”) in amounts owed by the form attached hereto as Exhibit D; (ii) 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 Employee; and (iv) Parent shall, or shall cause the Surviving Corporation to, pay Acquired Companies to the applicable parties the amount lenders identified on Section 2.07(c) of the Unpaid Company Transaction ExpensesDisclosure Schedule have been fully satisfied (and all Encumbrances securing such amounts have been released), if any, then the Purchaser shall not make or cause to be made any payments with respect to such amounts at the account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7Closing.

Closing Payments. (a) Prior to Closing, the Company shall cause the agent for the lenders under the Debt Agreements to prepare and deliver to the Company a “payoff letter” or similar document (collectively, the “Payoff Letters”) specifying the aggregate amount of the Company’s monetary obligations (including principal, accrued interest, fees and expenses) that will 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) pay the Debt Repayment Amount in the manner provided in the Payoff Letters and (ii) cause all of the outstanding letters of credit issued on behalf of the Company to be fully cash collateralized or shall furnish such letters of credit or other substitute credit support arrangements as the beneficiaries of such letters of credit may reasonably request. (b) At least two Business Days prior to Closing, the 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 each 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) with respect 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 each Equityholder who holds Company Capital Stock or review and comment on the Merger Consideration Certificate prior to its delivery by the Company Warrant 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 has delivered to an updated Merger Consideration Certificate that reflects any such changes. At the Surviving Corporation for cancellation the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (collectivelyClosing, 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 Buyer shall, or shall cause the Surviving Corporation Company to, pay and distribute remit to each holder of Company Capital Stock and/or Company Warrant, Unitholder identified in the portion of Merger Consideration Certificate the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid identified therein as payable to such Optionholders at the Closing as set forth on the Closing Date Allocation Schedule (Unitholder pursuant to Section 3.1(b) in respect of such Unitholder’s Units, which amounts shall then be paid to the Optionholders payable 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 fundsfunds 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, provided, however, that payment by check). Buyer shall be made only entitled to those Optionholders who have delivered rely on the Merger Consideration Certificate for remittance amounts and instructions, it being understood that the aggregate amount to the Company prior be remitted to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D; (ii) Parent shall, or shall cause the Surviving Corporation to, deliver the Escrow Amount to the Escrow Agent Unitholders by Buyer pursuant to the Escrow Agreement; and (iii) Parent Merger Consideration Certificate shall cause in no event exceed the Aggregate Merger Consideration. Parent, Buyer and the Surviving Corporation Company shall be entitled to pay 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 Employee Bonuses to each Company Employee; and (iv) Parent shallCode or under any provision of state, local or shall cause foreign Tax Law or under any other applicable Law. To the Surviving Corporation toextent such amounts are so deducted or withheld, pay to the applicable parties the amount of the Unpaid Company Transaction Expenses, if any, such consideration shall be treated for all purposes under this Agreement as having been paid to the account or accounts of Person to whom such parties designated by the Company by means of a wire transfer of immediately available funds.7consideration would otherwise have been paid.

Closing Payments. At Subject to the Closingterms and conditions of this Agreement, Parent shall take the following actions on the Closing Date: (i) (A) with respect to each Equityholder who holds Company Capital Stock or the Company 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, 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 shallshall deposit, or shall cause to be deposited, with the Surviving Corporation toSecurityholder Representative cash sufficient to pay the Closing Merger Payment to the Former Securityholders (the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the Closing Merger Payment. (ii) Parent shall repay, pay and distribute or cause to each holder be repaid, on behalf of Company Capital Stock and/or Company Warrantthe Company, all amounts necessary to discharge fully the portion then outstanding balance of the Closing Payment Amount Indebtedness, as is set forth on the Closing Date Allocation Schedule opposite Statement, by wire transfer of immediately available funds as directed by the holders of such holder’s name; and (B) with respect Closing Indebtedness in the payoff letters delivered to Parent prior to the OptionholdersClosing and the Company shall make arrangements reasonably satisfactory to Parent for such holders to deliver lien releases and cancelled notes at the Closing, as applicable. (iii) Parent shall pay to the Surviving Corporation the aggregate amount of Option Paymentspay, if any, or cause to be paid to such Optionholders at paid, on behalf of the Closing Company, the Transaction Expenses, as set forth on the Closing Date Allocation Schedule (which Statement, by wire transfer of immediately available funds in accordance with invoices or other documents evidencing such amounts shall then be paid delivered to Parent prior to the Optionholders Closing. (iv) Parent shall deliver, or cause to be delivered, the Representative Expense Amount to the Securityholder Representative (for use by the Surviving Corporation at or as soon as reasonably practicable following Securityholder Representative pursuant to Article IX and with any balance for further distribution to the Closing) Former Securityholders pursuant to Section 9.02), by wire transfer of immediately available funds to the account designated by the Surviving Corporation by means of a wire transfer of Securityholder Representative prior to the Closing. (v) Parent shall pay, or cause to be paid, to the Company in immediately available funds, providedfor distribution within five (5) days of the Closing Date, howeverin accordance with the Company’s (or Company Subsidiary’s) normal payroll practices, that the Transaction Bonus Amount for further payment shall be made only to those Optionholders who have delivered to the Company prior to applicable Transaction Bonus Recipients, in each case, as set forth on the Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D;Statement. (iivi) Parent shallshall deposit, or shall cause to be deposited, with the Surviving Corporation to, deliver Escrow Agent the Initial Escrow Amount to the Escrow Agent be held pursuant to the terms of this Agreement and the Escrow Agreement; and (iii) Parent shall cause the Surviving Corporation to pay the Employee Bonuses to each Company 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 account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7.

Closing Payments. (a) At the Closing: , Acquiror shall deposit, or cause to be deposited, with the Exchange Administrator an amount of cash equal to (i) the Total Closing Cash Consideration (A) with respect to each Equityholder who holds Company Capital Stock or as set forth in the Company Warrant Closing Statement) less (ii) that as 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 delivered 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 cancellation payment of the stock certificates and/or agreements representing applicable portion of the Total Closing Cash Consideration in respect of his, her or its Company Securities without any interest thereon. (b) At the Closing, Acquiror shall deposit, or cause to be deposited, in the account specified in each Closing Expense Pay-off Letter and Closing Indebtedness Pay-off Letter, as applicable, the amount to be paid in 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 Capital Stock Employee (other than any amounts payable to Company KERP Participants or Company Warrant (collectivelyBoard Plan Participants or any other Change in Control Payments payable upon Closing and for which a special payroll distribution shall be made on the Closing Date, such Equityholder’s “Company Certificates”subject to the terms and conditions of this Agreement) 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 to be paid by the Surviving Corporation toor Acquiror (or such other entity employing such Continuing Employee) through such Person’s regular payroll distributions and subject to applicable Tax withholdings, pay and distribute Acquiror shall cause each such payment to each holder 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 Company Capital Stock and/or Company Warrantthis Agreement. In furtherance of the foregoing, the portion of the Closing Payment Amount set forth on 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 Allocation Schedule opposite 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 holder’s name; 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 (B) filed separately with respect to the OptionholdersSecurities and Exchange Commission. required, Parent shall pay to per the Surviving Corporation the aggregate amount terms of Option Payments, if anysuch underlying agreements, to be paid to the intended recipient, Acquiror shall cause such Optionholders at the Closing as set forth on the Closing Date Allocation Schedule (which amounts shall then to be promptly 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; (ii) 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 Employee; and (iv) Parent shall, or shall cause the Surviving Corporation to, pay Exchange Administrator for distribution to the applicable parties the amount of the Unpaid Company Transaction Expenses, if any, Securityholders in accordance with and subject to the account or accounts other terms and conditions of such parties designated by the Company by means of a wire transfer of immediately available funds.7this Agreement.

Closing Payments. (a) At or prior to the Closing: (i) (A) , and in accordance with respect the Payments Agreement, the Purchaser shall deposit or cause to each Equityholder who holds Company Capital Stock or be deposited with the Payments Administrator, for the benefit of the Company Warrant that as Equityholders entitled thereto, cash in an amount Table of Contents sufficient to effect 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, such Equityholder’s “Company Certificates”) together with an executed and completed copy payment 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 each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment 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, upon demand. (b) At or prior to the Closing, and in accordance with the Escrow Agreement, the Purchaser shall deposit or cause to be deposited with the Escrow Agent (i) the General Escrow Amount and (ii) the Section 382 Escrow Amount. (c) At the Closing, and in accordance with Section 11.1(f), the Purchaser shall deliver or cause to be delivered to the Equityholder Representative the Equityholder Representative Expense Amount. (d) At the Closing, the Purchaser shall deliver to each Person designated by the Estimated Transaction Expense Statement, the amount designated by the Company with respect to each such Person in the manner set forth on the Closing Date Allocation Schedule opposite Estimated Transaction Expense Statement, unless the Company shall have previously paid such holder’s name; and amount. (Be) with With respect to any portion of the Closing Consideration payable to Company Vested Optionholders, Parent shall pay the Purchaser shall, in lieu of delivering such portion of the Closing Consideration to the Surviving Corporation Payments Administrator, cause such portion of the aggregate amount of Option Payments, if any, Closing Consideration to be paid to such Optionholders at through the Purchaser’s or the Surviving Corporation’s payroll processing service or system within three (3) Business Days following the Closing as set forth on the Closing Date Allocation Schedule (which amounts shall then be paid Date, subject 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 applicable Tax withholding and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D; (ii) 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 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 account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7reporting requirements.

Closing Payments. (a) At the Closing: (i) (A) with respect , Buyer shall pay, or cause to each Equityholder who holds Company Capital Stock or the Company Warrant that as be paid, on behalf of the Closing has delivered Company, to the Surviving Corporation for cancellation the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (collectively, such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) accounts designated in the form attached hereto as Exhibit CPayoff Letter, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such Optionholders at the Closing as set forth on the Closing 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, providedan amount equal to the Funded Debt as of the Closing Date (or such other amount as set forth in the Payoff Letter) owing to the 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, howeverBuyer shall pay, that payment 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 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. (c) At the Closing, Buyer shall pay, or cause to be made only to those Optionholders who have delivered paid, to the Company prior the UAR Payment Amount. The Surviving Company shall thereafter pay to each Pre-Closing an executed consent agreement Holder its portion of the UAR Payment Amount set forth next to such Pre-Closing Holder’s name in the Distribution Waterfall and release via the Surviving Company’s normal payroll practices following the Closing, subject to applicable withholding Taxes. (d) At the Closing, Buyer shall deliver, or cause to be delivered, to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount for the Escrow Agent to hold (the “Optionholder Consent AgreementEscrow 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 Exhibit D;Annex D (the “Escrow Agreement”). (iie) Parent shallAt the Closing, Buyer shall pay, 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 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 anybe paid, to the account or accounts of such parties designated Holder Representative, by the Company by means of a wire transfer of immediately available funds.7funds to an account designated in writing by the Holder Representative at least one (1) Business Day prior to the Closing Date, the Holder Representative Holdback Amount. (f) At the Closing, pursuant to Section 3.2(c), Buyer shall cause the Company to deliver to Buyer the number of membership interests in the Surviving Company equal to the number of membership units of Merger Sub issued and outstanding and held by Buyer immediately prior to the Effective Time. (g) At the Closing, Buyer shall or shall cause the Company to pay, all Estimated Closing Transaction Expenses to the parties owed such amounts.