Common use of Payment of the Merger Consideration Clause in Contracts

Payment of the Merger Consideration. (a) At or prior to the Effective Time, Parent shall (i) deposit with the Paying Agent (A) the aggregate Per Share Closing Consideration payable with respect to shares of Common Stock outstanding immediately prior to the Effective Time, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time in accordance with Section 3.1(b)(i), (C) the aggregate Class B Series 3 Preferred Stock Merger Consideration and (D) the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms of this Agreement shall be the sole and exclusive property of the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of Shares.

Payment of the Merger Consideration. ADSX shall pay Holders, pro rata based on the number of Shares owned, the Initial Consideration and any earned Earn Out Payments either, in ADSX’s sole discretion, in cash or in shares of ADSX Common Stock or VeriChip Common Stock, or any combination thereof; provided, however, that the cumulative portion that has been made in ADSX Common Stock of the cumulative payments of Merger Consideration (the payments that have been made previously and the current payment that is being made) satisfies the continuity-of-interest requirement under Treas. Reg. § 1.368-1(e) to permit the Merger to qualify under Section 368(a)(1)(A) and 368(a)(2)(D) of the Code. The shares of either ADSX Common Stock or VeriChip Common Stock, as applicable, shall be referred to as the “Stock.” Before any Merger Consideration can be paid with VeriChip Common Stock, VeriChip Corporation must become a party to this Agreement and agree to be bound by the registration obligations under Article IV and make the representations and warranties to the Holders similar to those representations and warranties contained in Article VI. (a) At or prior to the Effective Time, Parent shall (i) deposit with the Paying Agent (A) the aggregate Per Share Closing Consideration payable with respect to shares of Common Stock outstanding immediately prior to the Effective Time, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time in accordance with Section 3.1(b)(i), (C) the aggregate Class B Series 3 Preferred Stock Merger The Initial Consideration and (D) the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses any IP Earn Out Payments earned as of the Escrow Agent under the Retention Escrow Agreement Closing Date shall be deducted from the Deferred Payment Retentiondelivered at Closing. (b) The aggregate Per Share Closing ConsiderationAny Gross Margin Earn Out Payments to be paid if earned pursuant to Section 2.6(a) shall be delivered within forty-five (45) days following the Accounting Period in which the relevant cumulative Achieved Gross Margin threshold was achieved. January 14, 2008 Page 17 (c) Any IP Earn Out Payments owed pursuant to Section 2.6(b) shall be delivered within ten (10) business days following the amount specified date of the filing of the relevant Patent Application. (d) Notwithstanding the above, if any portion of the Earn Out Payments is made with ADSX Common Stock, then such portion of the Earn Out Payment shall in no event be payable until the earlier of (i) the date that the ADSX Amendment Approval is obtained, either at the special stockholder meeting scheduled for December 21, 2007 or at a subsequent stockholder meeting, or (ii) April 30, 2008. (e) Notwithstanding the above, if the Achieved Gross Margin is disputed as provided under Section 3.10(a)(i)(B2.6(a)(iv), the aggregate Class B Series 3 Preferred undisputed portion of the Gross Margin Earn Out Payment shall be delivered as set forth in Section 2.7(b) above, and the disputed portion of the Gross Margin Earn Out Payment shall be delivered within ten (10) business days following the date the calculation of the Achieved Gross Margin is resolved. (f) If the Initial Consideration is paid with Stock, in full or in part, the value of the applicable Stock Merger shall be based on the VWAP for that Stock for the 10 trading days prior to, but not including, the date this Agreement is executed. (g) If any Earn Out Payment is paid with Stock, in full or in part, the value of the applicable Stock shall be based on the VWAP for that Stock for the 10 trading days prior to, but not including, the date the Earn Out Payment becomes payable. (h) If the payment of any portion of an Earn Out Payment is delayed as provided in Section 2.7(d), then the value of the ADSX Common Stock shall be based on the VWAP for ADSX Common Stock for the 10 trading days prior to, but not including, the date the Earn Out Payment originally would have been payable but for the delay. (i) The Holders acknowledge and agree that under no circumstances will ADSX be required to issue Stock as payment of any part of the Initial Consideration and Earn Out Payments exceeding nineteen and ninety-nine one hundredths percent (19.99%) of the aggregate Exchangeable Preferred outstanding Stock Merger of the applicable issuer as of the date of this Agreement (“Issuance Threshold”), but rather reserves the right to pay that portion of the Initial Consideration shall be invested by and Earn Out Payments exceeding the Paying Agent as directed by Parent or the Surviving CorporationIssuance Threshold either, in its sole discretion, pending in cash or in shares of other Stock. (j) At least forty-five percent (45%) of the Initial Consideration and each Earn Out Payment shall be in ADSX Common Stock. January 14, 2008 Page 18 (k) If the Holders receive VeriChip Common Stock as payment thereof for any portion of the Initial Consideration or any Earn Out Payment, the receipt of which is taxable pursuant to the Code, the Holders shall receive $0.22 in cash for each $1.00 of Initial Consideration or any Earn Out Payment received by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified Holders in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment RetentionVeriChip Common Stock; provided, however, that any earnings in excess of an amount equal to 10% per annum on no event shall the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms implementation of this Agreement shall be provision increase or decrease the sole amount due and exclusive property of payable as the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of SharesInitial Consideration or any Earn Out Payment.

Payment of the Merger Consideration. (a) At or prior to As soon as practicable following the Effective Time, Parent shall you shall, with respect to each Electing Share converted through election or proration into the right to receive Non-Cash Election Shares pursuant to Section 2.1(c) of the Merger Agreement, (i) deposit with arrange for the Paying issuance by the Company Transfer Agent and the delivery of stock certificates in the name of the person or persons entitled thereto representing the number of whole shares of Company Common Stock issuable in respect of such shares pursuant to the Merger Agreement (Ait being understood that no certificates or scrip representing fractional shares of Company Common Stock shall be issued upon the surrender for exchange of Certificates representing shares of Company Common Stock), (ii) arrange for the aggregate Per Share Closing Consideration payable sale of the shares of Company Common Stock representing all such fractional interests and (iii) subject to the effect of any applicable laws, distribute the net proceeds from such sale (following the deduction of applicable transaction costs) to the holders of shares of Company Common Stock entitled thereto pursuant to the Merger Agreement. (b) As soon as practicable following the Effective Time, you shall, with respect to shares of Company Common Stock outstanding immediately prior (other than Dissenting Shares and Electing Shares converted into the right to receive Non-Cash Election Shares pursuant to Section 2.1(c) of the Merger Agreement), upon receipt of the Stock Certificate(s) covering such shares, together with a duly executed and completed Stock Transmittal Letter and any other required documents with respect to such shares, make the cash payment in respect of such shares required pursuant to the Merger Agreement on a basis consistent with the requirements of the Merger Agreement. Each such cash payment shall be made with funds withdrawn from the Escrow Fund. (c) As soon as practicable following the Effective Time, (B) the aggregate cash payment payable you shall, with respect to all shares Company Warrants, upon receipt of Class B Series 2 Preferred Stock outstanding immediately prior the Warrant Certificate(s) covering such Company Warrants, together with a duly executed and completed Warrant Transmittal Letter and any other required documents with respect to such Company Warrants, make the cash payment in respect of each such Company Warrant required pursuant to the Effective Time in accordance Merger Agreement on a basis consistent with Section 3.1(b)(i)the requirements of the Merger Agreement. Each such cash payment shall be made with funds withdrawn from the Escrow Fund. (d) You will execute and deliver to the Company Transfer Agent, (C) at least twice weekly, a written notice and appropriate computer materials indicating the aggregate Class B Series 3 Preferred certificates for Company Common Stock necessary for payment of the Merger Consideration and setting forth the number of shares to be represented by each such certificate and the name in which each certificate should be issued. (De) No interest shall be paid to holders of shares of Company Common Stock or holders of Company Warrants, as the aggregate Exchangeable Preferred Stock Merger Considerationcase may be, in each case, payable on or with respect to Shares any amount payable upon surrender of Certificates in respect thereof. Insofar as required by any governmental agency or authority, you shall provide all information and file all forms or returns with regard to be converted the payments made pursuant to Section 3.1 this Agreement, including, without limitation, information and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant forms and returns relating to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retentionincome taxes. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms of this Agreement shall be the sole and exclusive property of the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of Shares.

Payment of the Merger Consideration. (a) At or prior to the Effective TimeClosing and as set forth on the Consideration Spreadsheet, Parent shall the Merger Consideration is payable as follows: (i) deposit with the Paying Agent Initial Cash Merger Consideration will be distributed in the following manner: (A) the aggregate Per Share Closing Consideration payable with respect to shares of Common Stock outstanding immediately prior to the Effective Time, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time in accordance with Section 3.1(b)(i), (C) the aggregate Class B Series 3 Preferred Stock Merger Consideration and (D) the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum $2,000,000 (the “Purchase Price Adjustment Escrow Amount”) will be deposited in an escrow account in accordance with the Purchase Price Adjustment Escrow Agreement and allocated to the Selling Shareholders as set forth on the Deferred Payment Retention shall not increase Consideration Spreadsheet; (B) an amount equal to $3,000,000 (the Deferred Payment Retention “Indemnity Escrow Amount”) will be deposited in an escrow account to be held and any such excess earnings disbursed in accordance with the Indemnity Escrow Agreement and any earnings on amounts made available allocated to the Paying Agent Selling Shareholders as set forth on the Consideration Spreadsheet; (C) an amount equal to $5,000,000 (the “Excluded Liabilities Escrow Amount”) will be deposited in an escrow account to be held and disbursed in accordance with the Excluded Liabilities Escrow Agreement and allocated to the Selling Shareholders as set forth on the Consideration Spreadsheet; (D) an amount equal to the Expense Fund will be deposited in an account to be held by the Escrow Agent from the Deferred Payment Retention for distribution Shareholder Representative in accordance with the terms of this Agreement shall be Agreement; and (E) the sole and exclusive property remainder of the Parent Initial Cash Merger Consideration (after deducting the amounts in clauses (A), (B), (C), and the Surviving Corporation after such amounts are made available (D) above), to be apportioned and paid to the Paying AgentSelling Shareholders in the amounts set forth on the Consideration Spreadsheet (such amount, the “Closing Date Cash Merger Consideration”) and in accordance with the provisions of this Section 1.7; At the Closing, Buyer shall deposit in escrow with the Escrow Agent (x) the Purchase Price Adjustment Escrow Amount to be held in accordance with the Purchase Price Adjustment Escrow Agreement, (y) the Indemnity Escrow Amount to be held in accordance with the Indemnity Escrow Agreement, and no part of such earnings shall accrue (z) the Excluded Liabilities Escrow Amount to be held in accordance with the benefit of holders of SharesExcluded Liabilities Escrow Agreement.

Payment of the Merger Consideration. (a) At the Closing, Parent shall deposit, or prior shall cause to be deposited, with the Exchange Agent, in each case as set forth on the BiteSquad Closing Schedule, in trust for the benefit of the BiteSquad Unitholders and In-the-Money Incentive Unitholders: (i) evidence of book-entry shares representing a number of whole shares of Parent Common Stock equal to the aggregate Stock Consideration deliverable to BiteSquad Unitholders and In-the-Money Incentive Unitholders pursuant to this Article III, which shares of Parent Common Stock (other than the Non-Subject Shares) shall be subject to a Stockholder Lockup Agreement; (ii) an amount in cash equal to the Estimated Cash Consideration minus the sum of (A) the Adjustment Escrow Amount plus (B) the BiteSquad Member Representative Fund; and (iii) an aggregate amount of cash payable to BiteSquad Unitholders and In-the-Money Incentive Unitholders in lieu of fractional shares pursuant to Section 3.6(c). (b) At the Closing, Parent shall pay by wire transfer of immediately available funds on behalf of BiteSquad and/or its Subsidiaries, the amounts payable pursuant to the Payoff Letters to the account(s) designated in the Payoff Letters. (c) At the Closing, Parent shall deposit, or shall cause to be deposited, with the Adjustment Escrow Agent, the Adjustment Escrow Amount. (d) At the Closing, Parent shall deposit, or shall cause to be deposited, in a segregated account to be held by a third party to be agreed upon by Parent and BiteSquad, which agreement shall not be unreasonably withheld, conditioned or delayed, in accordance with wire instructions provided by the BiteSquad Member Representative, the BiteSquad Member Representative Fund. (e) Any such shares of Stock Consideration, Estimated Cash Consideration or other cash deposited from time-to-time with the Exchange Agent (including any amounts deposited pursuant Section 3.7), together with any interest or other earnings thereon shall hereinafter be referred to as the “Exchange Agent Fund.” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. (f) Subject to Section 3.6, immediately after the Effective Time, Parent shall (i) deposit with cause the Paying Exchange Agent (A) to issue or pay from the aggregate Per Share Closing Consideration payable with respect Exchange Agent Fund to shares of Common Stock outstanding immediately prior to the Effective Timeeach BiteSquad Unitholder that holds, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time and as set forth in accordance with Section 3.1(b)(i)the BiteSquad Closing Schedule, Membership Interests and each In-the-Money Incentive Unitholder, (Ci) evidence of book-entry shares representing the number of whole shares of the aggregate Class B Series 3 Preferred Stock Merger Consideration Portion payable to such BiteSquad Unitholder and (D) In-the-Money Incentive Unitholder, which shares shall be subject to the aggregate Exchangeable Preferred Stock Merger ConsiderationStockholder Lockup Agreement, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit an amount of cash equal to (A) the Deferred Payment Retention aggregate Cash Portion payable to such BiteSquad Unitholder and In-the-Money Incentive Unitholder, plus (B) any cash in lieu of fractional shares payable to such BiteSquad Unitholder and In-the-Money Incentive Unitholder pursuant to Section 3.6(c), by wire transfer of immediately available funds to the account such BiteSquad Unitholders or In-the-Money Incentive Unitholders identified in its respective BiteSquad Letter of Transmittal. Notwithstanding anything in Section 3.2 or this Section 3.5(f) to the contrary, with respect to any In-the-Money Incentive Units that are subject to forfeiture and/or redemption conditions following the Closing in accordance with the Escrow Agent pursuant to an escrow agreement between terms and conditions set forth in the Parentapplicable restricted unit award agreement, the Stockholder Representative Cash Portion and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable Stock Portion payable to the Parent and respective In-the-Money Incentive Unitholders at the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement Closing shall be deducted from held in escrow by the Deferred Payment RetentionExchange Agent and payable to any such In-the-Money Incentive Unitholder only at such time as the forfeiture and redemption conditions completely lapse, if at all; provided, that in the event of a forfeiture or redemption following the Closing of any In-the-Money Incentive Units, any Cash Portion and Stock Portion allocated to the forfeited or redeemed In-the-Money Incentive Units held in escrow by the Exchange Agent in respect of such In-the-Money Incentive Units shall be reallocated and disbursed to the BiteSquad Unitholders and other In-the-Money Incentive Unitholders in accordance with the Exchange Agent Agreement; provided further, that the BiteSquad Member Representative will have the authority to exercise on behalf of BiteSquad BiteSquad’s right to waive any forfeiture and/or redemption conditions following the Closing in accordance with the terms and conditions set forth in the applicable restricted unit award agreement. (bg) The aggregate Per Share Closing ConsiderationNotwithstanding anything in this Agreement to the contrary, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Parent shall not be obligated to issue shares of Parent Common Stock Merger Consideration to any BiteSquad Unitholders and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving CorporationIn-the-Money Incentive Unitholders that Parent, in its sole discretion, pending payment thereof does not reasonably believe is an “accredited investor” within the meaning of Regulation D promulgated by the Paying SEC under the Securities Act (each, a “Non-Accredited BiteSquad Unitholder”). In lieu of issuing the shares of Parent Common Stock to which such Non-Accredited BiteSquad Unitholder would otherwise be entitled under this Article III, Parent may, in its sole discretion, elect to pay to such Non-Accredited BiteSquad Unitholder an amount in cash equal to the product of (i) the Stock Portion payable to such Non-Accredited BiteSquad Unitholder, as set forth on the BiteSquad Closing Statement, multiplied by (ii) the Reference Price (the “Non-Accredited BiteSquad Unitholder Cash Payment”). Notwithstanding anything in this Agreement to the contrary, (x) the aggregate Stock Portion to be paid at the Closing to all BiteSquad Unitholders and In-the-Money Incentive Unitholders that Parent, in its sole discretion, reasonably believes is an “accredited investor” within the meaning of Regulation D promulgated by the SEC under the Securities Act (the “Accredited BiteSquad Unitholders”), shall be increased by the number of shares of Parent Common Stock that would have otherwise been paid to the Non-Accredited BiteSquad Unitholders at the Closing, and such shares of Parent Common Stock shall be allocated among the Accredited BiteSquad Unitholders on a pro rata basis in accordance with such Accredited BiteSquad Unitholder’s Percentage Interest (without taking into account the Percentage Interests of the Non-Accredited BiteSquad Unitholders) and (y) the aggregate Cash Portion to be disbursed by the Exchange Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration Accredited BiteSquad Unitholders shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held decreased by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum the Non-Accredited BiteSquad Unitholder Cash Payment, and such Cash Portion shall be allocated among the Accredited BiteSquad Unitholders on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution a pro rata basis in accordance with such Accredited BiteSquad Unitholder’s Percentage Interest (without taking into account the terms of this Agreement shall be the sole and exclusive property Percentage Interests of the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of SharesNon-Accredited BiteSquad Unitholders).

Payment of the Merger Consideration. (a) At or prior to the Effective Time, Parent shall (i) deposit deposit, or shall cause to be deposited, with the Paying Agent Exchange Agent, in trust for the benefit of the Company Stockholders: (Aa) evidence of book-entry shares representing a number of whole shares of Parent Class A Common Stock equal to the aggregate Parent Class A Common Stock deliverable to the Company Stockholders pursuant to this Article II; (b) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II; (c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article II; and (e) the aggregate Per Share Closing Consideration amount of cash payable with respect to the Company Stockholders in lieu of fractional shares pursuant to Section 2.5(g). Any such amounts or shares of Parent Class A Common Stock, Parent Class A Warrants and Parent Class V Common Stock outstanding immediately prior in book-entry form deposited with the Exchange Agent shall hereinafter be referred to as the ”Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the Effective Timeterms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.5, (B) at the aggregate cash payment payable with respect Closing, Parent shall cause to all shares of Class B Series 2 Preferred be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Capital Stock outstanding immediately prior to the Effective Time (including any shares of Company Restricted Stock, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6), (A) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in accordance with Section 3.1(b)(i)respect of such Company Capital Stock held by such Company Stockholder, (B) evidence of book-entry shares representing the number of Parent Class A Warrants of the aggregate Parent Warrants in respect of such Company Capital Stock held by such Company Stockholder, (C) evidence of book-entry shares representing the number of whole shares of aggregate Class B Series 3 Preferred Earn Out Shares in respect of such Company Capital Stock Merger Consideration held by such Company Stockholder and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) or Section 2.4(c) to the aggregate Exchangeable Preferred contrary, an amount equal to any cash in lieu of fractional shares which such Company Stockholder has the right to receive in respect of such Company Capital Stock Merger pursuant to Section 2.5(g), by wire transfer of immediately available funds to the account such Company Stockholder identified in the Letter of Transmittal for such Company Stockholder. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to pay to any Equity Holder or any other Person more than the Stock Consideration, Warrant Consideration and Earn Out Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution allocated in accordance with the terms of this Agreement shall be the sole and exclusive property of the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of SharesArticle II.

Payment of the Merger Consideration. (a) At or prior to the Effective Time, Parent Landcadia shall deposit, or shall cause to be deposited, with the Exchange Agent, in each case as set forth on the Waitr Closing Statement, in trust for the benefit of the Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders: (i) deposit evidence of book-entry shares representing a number of whole shares of Landcadia Common Stock equal to the aggregate Stock Consideration deliverable to Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders pursuant to this Article III, which shares of Landcadia Common Stock shall be subject to a Stockholder Lockup Agreement; (ii) the Cash Consideration; and (iii) an aggregate amount of cash payable to Waitr Stockholders and Vested Option Holders in lieu of fractional shares pursuant to Section 3.7(c). (b) Any such shares of Stock Consideration, Cash Consideration or other cash deposited with the Paying Exchange Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the “Exchange Agent Fund.” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. (Ac) the aggregate Per Share Closing Consideration payable with respect Subject to shares of Common Stock outstanding immediately prior to Section 3.7, as soon as reasonably practicable after the Effective Time, Landcadia shall cause to be issued or paid from the Exchange Agent Fund to each Waitr Stockholder that holds Waitr Capital Stock (B) the aggregate cash payment payable with respect to all other than shares of Class B Series 2 Preferred Waitr Common Stock outstanding to be canceled pursuant to Section 3.3(c) and any Waitr Dissenting Shares), Waitr Warrant Holder and In-the-Money Vested Option Holder, immediately prior to the Effective Time and as set forth in accordance with Section 3.1(b)(i)the Waitr Closing Statement, (CA) evidence of book-entry shares representing the number of whole shares of the aggregate Stock Portion payable to such Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder, which shares shall be subject to the Stockholder Lockup Agreement, and (B) an amount of cash equal to (1) the aggregate Class B Series 3 Preferred Stock Merger Consideration Cash Portion payable to payable to such Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder, plus (D2) any cash in lieu of fractional shares that such payable to such Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder has the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect right to Shares to be converted receive pursuant to Section 3.1 3.7(c), by wire transfer of immediately available funds to the account such Waitr Stockholder identified in the Waitr Letter of Transmittal for such Waitr Stockholder. Notwithstanding anything in this Agreement to the contrary, the aggregate Cash Portion payable to the Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders listed on Schedule 3.6(c) shall be subject to the limitations set forth on Schedule 3.6(c) and, to the extent the aggregate Cash Portion payable to such Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders exceeds the limitations set forth on Schedule 3.6(c), such excess (the “Excess Cash Portion Amount”) shall be deemed not payable in cash under this Agreement and shall be paid in shares of Landcadia Common Stock to such Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders in a number equal to (i) the Excess Cash Portion Amount attributable to such Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder divided by (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment RetentionReference Price. (bd) The aggregate Per Share Closing ConsiderationNotwithstanding anything in this Agreement to the contrary, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Landcadia shall not be obligated to issue shares of Landcadia Common Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporationto any Waitr Stockholder that Landcadia, in its sole discretion, pending payment thereof does not reasonably believe is an “accredited investor” within the meaning of Regulation D promulgated by the Paying Agent SEC under the Securities Act (each, a “Non-Accredited Waitr Stockholder”). In lieu of issuing the shares of Landcadia Common Stock to which such Non-Accredited Waitr Stockholder would otherwise be entitled under this Article III, Landcadia may, in its sole discretion, elect to pay to such Non-Accredited Waitr Stockholder an amount in cash (the “Substitute Cash Amount”) equal to the holders product of (i) the Shares. Earnings Stock Portion payable to such Non-Accredited Waitr Stockholder, as set forth on the aggregate Per Share Waitr Closing ConsiderationStatement, multiplied by (ii) the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms of this Agreement shall be the sole and exclusive property of the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of SharesReference Price.

Payment of the Merger Consideration. At the Closing, Buyer shall (a1) At or prior remit to the Effective Time, Parent shall (i) deposit with the Paying Agent (A) Company the aggregate Per Share Closing Consideration payable with respect amount of the Option Payments, if any, which the Company shall disburse through its payroll system to shares of Common Stock outstanding immediately prior each In-the-Money Option Holder entitled to receive an Option Payment, subject to applicable withholding Tax and such Option Holder executing and returning a release in form acceptable to Buyer, the Effective TimeCompany and the Stockholders’ Representative, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time in accordance with Section 3.1(b)(i), (C) the aggregate Class B Series 3 Preferred Stock Merger Consideration and (D2) the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms of this Agreement shall be the sole and exclusive property of the Parent and the Surviving Corporation after such amounts are made available remit to the Paying Agent, by wire transfer of immediately available funds, an aggregate amount in cash (the “Closing Date Payment Amount”) equal to (x) the Estimated Merger Consideration Amount; minus (y) the aggregate amount of the Option Payments, if any, minus (z) the Adjustment Escrow Amount and no part the Indemnity Escrow Amount. To the extent that a Stockholder (other than a holder of such earnings Dissenting Shares) delivers a duly executed Letter of Transmittal in accordance with Section 2.6(c), the Paying Agent shall accrue distribute the Closing Date Payment Amount to the benefit of Stockholders (other than holders of Dissenting Shares) in the following order of priority: (i) first, the Paying Agent shall pay to each Series A Preferred Stockholder the Pro Rata Amount of the aggregate Series A Liquidation Amounts with respect to the shares of Series A Preferred Stock held by such Series A Preferred Stockholder; (ii) next, only to the extent a portion of the Closing Date Payment Amount remains unpaid after the payments specified in Section 2.2(b)(i) are made, the Paying Agent shall pay to each Series B Preferred Stockholder the Pro Rata Amount of the aggregate Series B Liquidation Amounts with respect to the shares of Series B Preferred Stock held by such Series B Preferred Stockholder; (iii) next, only to the extent a portion of the Closing Date Payment Amount remains unpaid after the payments specified in Sections 2.2(b)(i) through 2.2(b)(ii) are made, the Paying Agent shall pay to each Series C Preferred Stockholder the Pro Rata Amount of the aggregate Series C Liquidation Amounts with respect to the shares of Series C Preferred Stock held by such Series C Preferred Stockholder; (iv) next, only to the extent a portion of the Closing Date Payment Amount remains unpaid after the payments specified in Sections 2.2(b)(i) through 2.2(b)(iii) are made, the Paying Agent shall pay to each Series D Preferred Stockholder the Pro Rata Amount of the aggregate Series D Liquidation Amounts with respect to the shares of Series D Preferred Stock held by such Series D Preferred Stockholder; (v) next, only to the extent a portion of the Closing Date Payment Amount remains unpaid after the payments specified in Sections 2.2(b)(i) through 2.2(b)(iv) are made, the Paying Agent shall pay to each Series E Preferred Stockholder the Pro Rata Amount of the aggregate Series E Liquidation Amounts with respect to the shares of Series E Preferred Stock held by such Series E Preferred Stockholder; and (vi) thereafter, only to the extent a portion of the Closing Date Payment Amount remains unpaid after the payments specified in Sections 2.2(b)(i) through 2.2(b)(v) are made, the Paying Agent shall pay to each Stockholder the Per Share Amount with respect to its shares of Company Stock.