Common use of Payments at Closing Clause in Contracts

Payments at Closing. Upon the terms and subject to the conditions set forth in this Agreement, Parent will deliver or cause to be delivered on the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter).

Payments at Closing. Upon At or promptly after the terms and subject to the conditions set forth Closing or as otherwise provided in this AgreementSection 3.3, Parent Buyer will deliver make (or cause to be delivered on made) the Closing Date following payments: (a) to the holders of Common Stock and Warrants, and the Paying Agent, pursuant to Sections 3.2(a)(i) and (ii), respectively, the amounts specified therein, with such payment being made in the manner and at the Closing:times set forth in Section 3.2; 3.4.1. (b) to the lenders (or Surviving Corporation for payment to the applicable agents thereforholders of Vested Options, an amount sufficient to permit payment of the consideration specified in Section 3.1(e), with such payments to the Option Holders to be made through the Operating Company’s payroll system within two Business Days of the Closing Date; (c) on behalf of the Company, an amount in the aggregate equal to the Transaction Expenses as set forth in the Closing Certificate, which amount shall be distributed by wire transfer of immediately available funds to each Person who is owed a portion thereof; (d) to the bank accounts designated by Surviving Corporation for payment to the Company Persons identified on the Closing Certificate as scheduled to receive a Transaction Bonus, an amount sufficient to permit payment of the aggregate amount of the Transaction Bonuses as set forth in the Closing Statement Certificate, with such payment to each such Person to be made through the Operating Company’s payroll system within two Business Days of the Closing Date; (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, e) on behalf of the Company, an amount in full the outstanding amount of Debt aggregate equal to the Management Fees as set forth in the Closing Certificate, which amount, subject to the terms and conditions of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow AgentSide Letter, shall be distributed by wire transfer of immediately available funds to each Person who is owed a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions portion thereof; 3.4.3. (f) to the Persons Agent (as defined in the Credit Facility), an amount equal to whom such amounts are payablethe Payoff Amount, which amount shall be distributed by wire transfer of in immediately available funds in accordance with the instructions set forth in the Payoff Letter; and (g) to bank accounts that have been designated each Trustee (as defined in writing by each of the Company Indentures), the amount required to Parent at least one Business Day prior be deposited with such Trustee on the Closing Date to redeem the Discount Notes, the Second Lien Notes and the 20% Notes, as applicable, 30 days after the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided Second Lien Notes, in the event that the amount of any transaction bonus or similar payments to any employees of the Company (or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in its Subsidiaries) conducts a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing Debt Tender Offer pursuant to Section 3.1.1(a) and6.15, in each case, subject to Section 3.9; and 3.4.7. to the Companypaying agent in respect of such Debt Tender Offer, by wire transfer of immediately available funds the amount required to a bank account purchase any Tendered Notes); provided, however, that this Section 3.3(g) shall not apply to any of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing Second Lien Notes that are not redeemed pursuant to Section 3.2(b)(i6.14(a) (for further distribution or that are not Tendered Notes if a supplemental indenture with respect to each the Second Lien Notes has been entered into pursuant to Section 6.15(c) that removes the covenants from the Second Lien Notes Indenture that would conflict with the Debt Financing, the consummation of the Company Optionholders, subject Merger or the making of the payments pursuant to this Section 3.9, through 3.3 (or a covenant defeasance under the Company’s payroll system in a distribution to occur on Second Lien Indenture has occurred) and the Closing Date or as soon as reasonably practicable thereafter)collateral securing the Second Lien Notes has been released.

Payments at Closing. Upon (a) Notwithstanding Section 2.6(a), the terms and subject Escrow Amount and, if applicable, the Working Capital Escrow Amount, shall be withheld from the aggregate amount payable to the conditions set forth Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) in this Agreementrespect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be. (b) At Closing, Parent will deliver or cause to be delivered on make the Closing Date and at the Closingfollowing payments: 3.4.1. (i) if applicable, to the lenders (or the applicable agents therefor)Working Capital Escrow Account, by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt)funds, an amount necessary equal to repaythe Working Capital Escrow Amount, on behalf which shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 2.11 and of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Escrow Agreement; 3.4.2. (ii) to the Escrow AgentAccount, by wire transfer of immediately available funds funds, an amount equal to a bank the Escrow Amount and the Stockholder Representative Fund, which Escrow Amount shall be managed and paid out by the Escrow Agent in accordance with the terms of Article VIII and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement; (iii) the aggregate amount payable to the Company Stockholders at Closing pursuant to Section 2.6(a) and holders of Company Warrants pursuant to Section 2.7(c) to an account in the name of the Payment Agent, that has been is designated in writing by the Escrow Agent at least one Stockholder Representative not less than three (3) Business Day Days prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payableClosing, by wire transfer of immediately available funds to bank accounts that have been designated in writing funds. (c) Upon (i) receipt by the Company to Parent at least one Business Day prior to Payment Agent of the Closing Date (or bank accounts designated amount set forth in any applicable invoices with respect theretoSection 2.9(b)(iii), (ii) receipt by the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount holders of any transaction bonus or similar payments to any employees Company Options of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing Option Consideration pursuant to Section 3.1.1(a2.7(a) and (iii) receipt by Escrow Agent of the Escrow Amount, the Stockholder Representative Fund and, in each caseif applicable, subject the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (A) its obligation to make any payments required by Section 3.9; and 3.4.7. 2.11 and (B) its obligation to make payments to the Companyholders of Dissenting Shares, by wire transfer of immediately available funds to a bank account if any, following the Effective Time. (d) The portion of the Escrow Amount contributed by each Company designated Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount. The portion of the Stockholder Representative Fund contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Stockholder Representative Fund. Without any act of any Company Indemnifying Party, each Company Indemnifying Party will be deemed to have received the full consideration payable in writing respect of its securities in accordance with Section 2.6(a), Section 2.7(a) and Section 2.7(c) and to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection have deposited with the Closing Escrow Agent an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount, as security for the indemnity provided for in Article VIII and as security for any amount payable pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter2.11(b)(iii).

Payments at Closing. Upon At the terms and subject to the conditions set forth in this AgreementClosing, Parent will deliver shall make, or cause to be delivered on the Closing Date and at the Closingmade, payments as follows: 3.4.1. (a) Parent shall make payments to the lenders (or the applicable agents therefor)Persons, by wire transfer of immediately available funds funds, in such amounts as are sufficient to repay in full (or otherwise cause to be satisfied and discharged) the Company Debt outstanding as of the Closing Date (including all interest accrued thereunder and all fees and expenses required to satisfy such obligations); (b) Parent shall make payments to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow AgentPersons, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Datefunds, the Adjustment Escrow AmountCompany Transaction Expenses, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in each case as directed in writing by the Company to Parent at least one Business Day prior to the Closing Date (pursuant to invoices or bank accounts designated in other evidence reasonably satisfactory to Parent, except that Parent shall cause any applicable invoices with respect thereto), the amounts necessary to pay all compensatory Company Transaction Expenses not paid prior payable to the Closing Date (provided that the amount of any transaction bonus or similar payments Company Employees to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the CompanySurviving Entity’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter)system; 3.4.4. (c) Parent shall deposit or cause to be deposited with the Representative, by wire transfer of immediately available funds to an account of funds, the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense FundFund Amount; 3.4.5. (d) Parent shall deposit or cause to Blocker Sellerbe deposited with the Surviving Entity, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Datefunds, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable aggregate cash for distribution to the Company Optionholders in connection with as of immediately following the Closing pursuant to Section 3.2(b)(i2.7(a) and in accordance with the Payout Spreadsheet; and (e) Parent shall deposit or cause to be deposited with the Exchange Agent, for further distribution exchange in accordance with this Article II through the Exchange Agent, (i) cash in an aggregate amount sufficient to each of pay the Company Optionholders, subject Stockholders as of immediately following the Closing pursuant to Section 3.92.6(c)(i)(B) and in accordance with the Payout Spreadsheet, through and (ii) book-entry shares representing the Company’s payroll system in a distribution aggregate number of shares of Parent Common Stock issuable to occur on the Company Stockholders as of immediately following the Closing Date or as soon as reasonably practicable thereafter)pursuant to Section 2.6(c)(i)(A) and in accordance with the Payout Spreadsheet.

Payments at Closing. Upon At the terms and subject to Closing, the conditions set forth in this Agreement, Parent will deliver Buyer shall make or cause to be delivered made on its own behalf or on behalf of the Closing Date and at the Closing: 3.4.1. to the lenders (Company or the applicable agents therefor), Canadian Subsidiary the following payments by wire transfer of immediately available funds funds: (a) first, to each holder of Closing Indebtedness of the bank accounts designated type described in clauses (i) and (ii) of the definition thereof, the amount specified in the payoff letters delivered by the Company to the Buyer pursuant to Section 1.3(b); (b) second, to the payees of the Sellers’ Expenses in accordance with the bills, payoff letters and wire transfer instructions delivered by the Company to the Buyer pursuant to Section 1.3(b); (c) third, to the Sellers to satisfy the aggregate amount of Sellers Advances, if any, remaining outstanding as of the Closing Statement Date (or bank accounts designated and not otherwise paid prior to Closing in any applicable accordance with Section 5.16, below), in accordance with the payoff letters with respect and wire transfer instructions delivered by the Sellers at least two (2) Business Days prior to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant Closing to the Term Credit Agreement and Revolving Credit AgreementBuyer; 3.4.2. (d) fourth, to the Escrow Agent, by wire transfer to be held in escrow in accordance with the terms of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior Agreement, the Escrow Fund; (e) fifth, to the Closing Date, the Adjustment Escrow AmountBuyer, to be held by in accordance with the Escrow Agent under terms of this Agreement, the Escrow Agreement New Houston Facility Holdback Amount; (f) sixth, the payments to Messrs. Friend, Kammerer, Fagert, Xxxxxxx and Xxxxx provided pursuant to the terms Supplemental Compensation Agreements and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees on behalf of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through accordance with the Company’s payroll system procedures and required withholdings; and (g) seventh, the sum of (A) the Base Closing Payment, after making the payments set forth in a distribution to occur on (a) through (f), above, and (B) the Estimated Closing Date or as soon as practicable thereafter); 3.4.4. Working Capital Closing Payment, to the Representative, by wire transfer of immediately available funds Sellers to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount accounts specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Sellers no fewer than two (2) Business Day Days prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)Closing.

Payments at Closing. Upon At the terms and subject to the conditions set forth in this AgreementClosing, Parent will deliver Buyer shall pay, or cause to be delivered on paid: (a) to the Seller Members, subject to adjustment pursuant to Section 2.04, (1) the sum of (x) the Closing Date and at Payment Amount, minus (y) the Closing: 3.4.1. to Purchase Price Adjustment Escrow Amount, minus (z) the lenders (or the Indemnity Escrow Amount, in accordance with their applicable agents therefor)Selling Percentage, by wire transfer of immediately available funds to the bank accounts account(s) designated in writing by the Company in Sellers’ Representative to Buyer at least three (3) Business Days prior to the Closing Statement Date; (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, b) on behalf of the Company, in full Seller Members: (i) the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant Estimated Indebtedness Amount payable to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, third parties by wire transfer of immediately available funds to a bank account that has been designated the accounts and in writing by the Escrow Agent at least one Business Day prior to amounts specified on the Closing Date, applicable Estimated Statement; and (ii) the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, Estimated Transaction Expenses Amount by wire transfer of immediately available funds to bank the accounts that have been designated and in writing by the Company to Parent at least one Business Day prior amounts specified on the applicable Estimated Statement. (c) to the Closing Date Escrow Agent: (i) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or bank accounts designated other amounts earned thereon and less any disbursements therefrom in any applicable invoices accordance with respect thereto)the Escrow Agreement, the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account of the Representative accounts designated by the Representative to Parent at least one Business Day prior to Escrow Agent; and (ii) the Closing DateIndemnity Escrow Amount (such amount, an amount specified by including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Representative to Parent as Escrow Agreement, the initial funding of the Representative Expense “Indemnity Escrow Fund; 3.4.5. to Blocker Seller, ”) by wire transfer of immediately available funds to a bank account of Blocker Seller that has been accounts designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)Escrow Agent.

Payments at Closing. Upon At the terms Closing: (a) Parent and subject to the conditions set forth in this AgreementMerger Sub shall (i) deposit, Parent will deliver or cause to be delivered on deposited, with the Paying Agent an amount of cash sufficient to pay the sum of (A) the cash to be paid to the holders of Company Common Stock who are not Accredited Investors pursuant to Section 2.1(a), plus (B) the Option/Warrant AI Cash Consideration with respect to any Exercisable Warrants, plus (C) the sum of (x) the aggregate Common Per Share Cash Amount less (y) the Specified Employee Cash Amount, plus (D) cash to be paid in lieu of fractional shares of Parent Stock pursuant to Section 2.2(e) (other than with respect to the Specified Employee), plus (E) the aggregate amount of cash to be paid pursuant to Section 2.4(a) to former holders of In-The-Money Options that are Non-Employee Optionholders, less (F) the Closing Date Adjustment Escrow Amount, less (G) the Closing Date Indemnity Escrow Amount, less (H) the Expense Fund, (ii) deposit with, cause to be deposited with or otherwise cause the Second Surviving Company to have, an amount of cash sufficient to pay the Employee Option Cash Amount and the Specified Employee Cash Amount (which shall be subject to applicable Tax withholding in respect of the consideration payable to the Specified Employee in connection with the transactions contemplated hereby) and (iii) instruct Parent’s transfer agent to deliver to the Paying Agent a number of shares of Parent Stock equal to the sum of (A) the aggregate Common Per Share Stock Issuance Amount and (B) the aggregate Option/Warrant AI Stock Consideration, in each case, to pay the aggregate consideration to which holders of Company Capital Stock and holders of In-The-Money Options and Exercisable Warrants shall be entitled at the Closing: 3.4.1. First Effective Time pursuant to Section 2.1, Section 2.2, Section 2.4 or Section 2.5(a) of this Agreement, as applicable; provided, that Parent shall deliver to the lenders Paying Agent a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder’s Paper Certificates or receipt of the Carta Cancellation, as applicable, for the Paying Agent to deliver to such Stockholders in accordance with Parent’s payment instructions; (b) Parent shall deposit, or cause to be deposited, the applicable agents therefor), Closing Date Adjustment Escrow Amount and the Closing Date Indemnity Escrow Amount in an account or accounts specified by the Escrow Agent; (c) The Company shall pay the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts designated specified in the Payoff Letters. To the extent there is any amount of Estimated Closing Indebtedness to be repaid at the Closing after the payments made by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect foregoing sentence and the payments of Estimated Transaction Expenses made by the Company pursuant to such DebtSection 3.2(d), an amount necessary to repay, Parent shall (on behalf of the CompanyCompany Group) pay, in full or cause to be paid, such remaining Estimated Closing Indebtedness to be repaid at the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, Closing by wire transfer of immediately available funds to a the applicable bank account or accounts specified in the Payoff Letters; provided, however, that has been designated in writing by the Escrow Agent at least one Business Day prior event that any portion of the remaining Estimated Closing Indebtedness is compensation to any officer or employee of the Company Group, such portion of the remaining Estimated Closing Indebtedness shall be paid to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant Company which shall then disburse such amounts to the terms applicable officers or employees through the payroll procedures of the Company subject to applicable withholding and conditions thereofTaxes; 3.4.3. to (d) The Company shall pay the Persons to whom such amounts are payable, Estimated Transaction Expenses at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts that have been designated specified in writing the Estimated Closing Statement. To the extent there is any amount of Estimated Transaction Expenses after the payments made by the Company in the foregoing sentence and the payments of Estimated Closing Indebtedness made by the Company pursuant to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect theretoSection 3.2(c), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date Parent shall (provided that the amount of any transaction bonus or similar payments to any employees on behalf of the Company Group) pay, or any Company Subsidiary shall cause to be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employeespaid, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, such remaining Estimated Transaction Expenses by wire transfer of immediately available funds to the applicable bank account or accounts specified in the Estimated Closing Statement; provided, however, that in the event that any portion of the remaining Estimated Transaction Expenses is compensation to any officer or employee of the Company Group, such portion of the remaining Estimated Transaction Expenses shall be paid to the Company which shall then disburse such amounts to the applicable officers or employees through the payroll procedures of the Company subject to applicable withholding and Taxes; and (e) Parent shall deposit, or cause to be deposited, the Expense Fund in an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount or accounts specified by the Representative Stockholder Representative. For the avoidance of doubt, at the Closing, Parent may use the Closing Cash as a source of funds to Parent as the initial funding make any of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated payments set forth in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to this Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)3.2.

Payments at Closing. Upon At the terms and subject to Closing, the conditions set forth in this Agreement, Parent will deliver Buyer shall make or cause to be delivered made the following payments (in an amount, in the aggregate, equal to the Estimated Purchase Price shown on the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), Estimated Purchase Price Certificate) by wire transfer of immediately available funds funds: (a) first, to the bank accounts designated payees of the Sellers’ Expenses in accordance with the bills and wire transfer instructions delivered by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries Buyer pursuant to the Term Credit Agreement and Revolving Credit AgreementSection 1.3(b)(iii) (Pre-Closing Deliveries) above; 3.4.2. (b) second, $26,250,000 (together with all interest thereon, and as held from time to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing time by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant in accordance with and subject to the terms and conditions thereofof the Escrow Agreement, the “Escrow Fund”) to JPMorgan Chase Bank N.A. (the “Escrow Agent”), be held in escrow in accordance with the terms of the Escrow Agreement; 3.4.3. (c) third, $1,000,000.00 to the Persons to whom such amounts are payableSecurityholder Representative (the “Securityholder Representative Fund”), by wire transfer of immediately available funds to bank accounts that have been designated in writing which will be held and disbursed by the Company Securityholder Representative in accordance with Section 1.5 (Securityholder Representative Fund); (d) fourth, to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur Subsidiary set forth on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing DatePayment Spreadsheet, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior equal to the total amount payable in respect of Stock Options in accordance with the Payment Spreadsheet, which amounts the Buyer shall cause the Company or the applicable Subsidiary to pay to the holders of such Stock Options after the Closing Datein accordance with Section 1.6(d) (Stock Options); and (e) fifth, to the amounts payable Securityholders (other than to Blocker Seller the extent payment is made pursuant to Section 1.4(d) above in respect of Stock Options) in accordance with the Payment Spreadsheet. provided, however, that the Buyer shall be permitted to hold back at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each that portion of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company Purchase Price otherwise payable at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i1.4(d) or 1.4(e), as applicable, to each Share Holder who has not delivered his or her Share Certificate together with an instrument of accession in the form of Exhibit A-1 hereto (the “Shareholder Instrument of Accession”), to each Major Option Holder who has not delivered an instrument of accession in the form of Exhibit A-2 hereto the (“Major Option Holder Instrument of Accession”) and to each Option Holder that is not a Major Option Holder who has not delivered an Option Surrender Agreement. Upon delivery by a Share Holder to the Buyer of the required Shareholder Instrument of Accession and Share Certificate with respect to the Shares owned by such Share Holder, the held back portion of the Purchase Price shall be paid to the Securityholder Representative for distribution to such Seller promptly (and in any event within five (5) business days) after delivery of such Share Certificate and Shareholder Instrument of Accession. Upon delivery by a Major Option Holder of a Major Option Holder Instrument of Accession with ActiveUS 136966801v.1 respect to the Stock Options held by such Major Option Holder, the held back portion of the Purchase Price shall be paid by the Buyer to the Company or the applicable Subsidiary (as set forth on the Payment Spreadsheet) for distribution to such Seller during the next payroll period that is not less than five (5) business days after delivery of such Major Option Holder Instrument of Accession. Upon delivery by an Option Holder that is not a Major Option Holder of an Option Surrender Agreement with respect to the Stock Options held by such Option Holder, the held back portion of the Purchase Price shall be paid by the Buyer to the Company or the applicable Subsidiary (as set forth on the Payment Spreadsheet) for distribution to such Option Holder during the next payroll period that is not less than five (5) business days after delivery of such Option Surrender Agreement. At the Closing, the Buyer shall also pay or cause to be paid to the holders of Closing Indebtedness (other than the Change of Control Obligations) the amounts specified in the payoff letters delivered pursuant to Section 1.3(b)(ii) (for further distribution Pre-Closing Deliveries) above. Following the Closing, the Buyer shall pay or cause to each be paid to the holders of the Company OptionholdersChange of Control Obligations, subject the amounts specified in the Estimated Purchase Price Certificate with respect to Section 3.9, through such Change in Control Obligations in accordance with the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)practices.

Payments at Closing. Upon At the terms and subject to Closing, on behalf of the conditions set forth in this AgreementSurviving Corporation, Parent Buyer will deliver make (or cause to be made) the following payments, it being understood that any and all interest earned on funds delivered on the Closing Date and at the Closing: 3.4.1. to the lenders (Paying Agent pursuant to this Agreement shall be turned over to Buyer or the applicable agents therefor)Surviving Corporation (as the case may be): (i) to the Paying Agent, by wire transfer of immediately available funds to the bank account or accounts designated by the Company Paying Agent in writing no later than five (5) Business Days prior to the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt)Date, an amount necessary equal to repaythe Aggregate Merger Consideration less (A) the aggregate of all Option Cancellation Payments, on behalf (B) the Adjustment Amount Retention, (C) the Deferred Payment Amount and (D) the aggregate exercise price of the Company, in full the Options outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant immediately prior to the Term Credit Agreement and Revolving Credit AgreementEffective Time; 3.4.2. (ii) to the Escrow Paying Agent, by wire transfer of immediately available funds to a bank the account that has been or accounts designated by Paying Agent in writing by the Escrow Agent at least one no later than five (5) Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day Days prior to the Closing Date, an amount specified by equal to the Representative aggregate of all Series A Preferred Stock Redemption Payments; (iii) to Parent as the initial funding payroll account of the Representative Expense Fund; 3.4.5. to Blocker SellerSurviving Corporation, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior funds, an amount equal to the Closing Dateaggregate of all Option Cancellation Payments less the aggregate of all Per Option Deferred Amounts, the amounts payable for distribution to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, each Option Holder in each case, subject to accordance with Section 3.99.2(b); 3.4.6. to each (iv) on behalf of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank the account of the Company or accounts designated by Stockholders’ Representative in writing to Parent by the Company at least one no later than five (5) Business Day Days prior to the Closing Date, an amount in the amounts payable aggregate equal to the Company Optionholders Transaction Expenses, which amount shall be distributed in connection accordance with the Closing pursuant to Section 3.2(b)(iTransaction Expense Annex (as defined below) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)following the Closing; (v) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than five (5) Business Days prior to the Closing Date, an amount in the aggregate equal to the Debt Repayment Expenses, which amount shall be distributed in accordance with the Debt Repayment Expense Annex (as defined below) as soon as practicable following the Closing; (vi) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than five (5) Business Days prior to the Closing Date, an amount in the aggregate equal to the Defeasance Costs, which amount shall be distributed in accordance with the Defeasance Annex (as defined below) as soon as practicable following the Closing; (vii) to an account designated by Stockholders’ Representative in writing no later than five (5) Business Days prior to the Closing Date, by wire transfer of immediately available funds, the Adjustment Amount Retention; and (viii) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by the holders thereof in the applicable pay off letter referred to in Section 6.12, an amount equal to the amount due at Closing under the Closing Indebtedness as indicated in the applicable pay off letter for such Closing Indebtedness.

Payments at Closing. Upon the terms and subject to the conditions set forth in this AgreementParent shall pay, Parent will deliver or cause to be delivered on paid, the following amounts at Closing Date and at the Closingor as otherwise described below: 3.4.1. (a) to the lenders payees specified in the Payoff Letters, the amount of funds required to be paid pursuant to such Payoff Letters (or collectively, the applicable agents therefor“Payoff Amount”), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (account or bank accounts designated in any the Payoff Letters; (b) to the applicable payoff letters with Persons listed as payee on the Transaction Expenses Schedule, the amount of funds sufficient to pay the Company Transaction Expenses (other than Company Transaction Expenses paid prior to the Closing) in full; (c) within three (3) Business Days after Closing or as promptly as practicable after such Company Optionholder’s Option Letter of Transmittal is received by Parent if not delivered at the Closing, the Surviving Corporation shall pay or cause to be paid to each Company Optionholder, in respect of each Vested Company Option owned by such Company Optionholder, the Estimated Table of Contents Option Merger Consideration, such payment to be made through the Surviving Corporation’s payroll system or, if such Debt)Company Optionholder is not employed by the Surviving Corporation on such date, an amount necessary by check; (d) subject to repay, on behalf the terms and conditions of the CompanyWorking Capital Escrow Agreement, in full the outstanding amount deposit by wire transfer of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to immediately available funds with the Escrow Agent, the Working Capital Escrow Amount; (e) to the Equityholder Representative an amount equal to the Equityholder Representative Fund, by wire transfer of immediately available funds to a bank the account that has been designated by the Equityholder Representative in writing by the Escrow Agent at least one two (2) Business Day Days prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant Closing; and (f) to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payablePaying Agent, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses if not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing DateParent, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior cash equal to the Estimated Merger Consideration minus the amount set forth in clause (c) of this Section 2.7 (the “Net Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafterMerger Consideration”).

Payments at Closing. Upon At the terms and subject Closing, the Buyer shall make the following payments (in an amount, in the aggregate, equal to the conditions set forth Closing Purchase Price): (a) to (i) BankBoston, as agent (the "Bank"), in this Agreementfull satisfaction of the Company's and the Subsidiaries' Indebtedness thereto, Parent will deliver or cause to be delivered on the Closing Date and at the Closing: 3.4.1. (ii) to the lenders holders of all other Indebtedness of the Company, if any, the amount required to pay in full such Indebtedness; and (b) the remainder to the Agent, as agent for the Sellers or the applicable agents therefor)as otherwise herein provided, in each case by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day two business days prior to the Closing. In the case of funds wired pursuant to clause (b) of this Section 2.03 (after the Agent deducts therefrom (i) the amount which the Agent determines to be necessary to pay expenses of the Sellers relating to the transactions contemplated hereby, which amount will be applied to pay such expenses, (ii) the amount which the Agent determines to be necessary to pay any potential adjustment to the Closing DatePurchase Price arising out of the Closing Working Capital and (iii) the maximum amount which the Agent reasonably determines the Sellers may be required to pay in respect of indemnification obligations to the Buyer hereunder, and related fees and expenses), the Adjustment Escrow AmountAgent will forward (w) to each Seller, such Seller's portion of the Purchase Price, (x) to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer each holder of immediately available funds to bank accounts that have been designated in writing by any option(s) for capital stock of the Company to Parent at least one Business Day outstanding immediately prior to the Closing Date (or bank accounts designated Closing, the cash-out amount payable in any applicable invoices with respect theretoof such option(s), (y) to each person listed on Schedule 2.03, a bonus in an amount up to the amounts necessary amount shown thereon for such person, if and to the extent the Agent and JAF elect to pay such bonus, all Transaction Expenses not paid prior to the Closing Date determined as set forth on Schedule 2.03 hereto, and (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(az) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, the Tax Withholding Amount (as defined in Schedule 2.03 hereto). Any excess amounts retained by wire transfer the Agent after payment of immediately available funds all purchase price adjustments, indemnification obligations and expenses and Employee Bonuses will be forwarded to a bank account the Sellers and the holders of such options who would otherwise be entitled to receive such amounts. All payments made in satisfaction of the Company designated Indebtedness and all payments made in writing to Parent respect of such option(s), whether such payments are made by the Company at least one Business Day prior Buyer or the Agent, shall be deemed to have been made on behalf of NYLP or the Company, as the case may be. The Agent will indemnify and hold the Buyer harmless from any claim of any Seller or any holder of an option referred to above or any obligee in respect of any Indebtedness or employees arising out the alleged misapplication of any sums paid by the Buyer to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)Agent under this Agreement.

Payments at Closing. Upon the terms and subject to the conditions Schedule 2.7 attached hereto shall set forth each Participant, each holder of Series B Preferred , each holder of a Series B Warrant, mailing addresses and wire transfer instructions for each, and the amount(s) payable to each in accordance with this AgreementSection 2.7 and based on information known as of the date hereof. To the extent necessary, Parent Schedule 2.7 may be updated in connection with the Closing to take into account the changes in Working Capital, Company Fees and Expenses or other elements of Merger Consideration occurring between signing and Closing provided that such changes are made at least five (5) Business Days prior to Closing. At the Closing, the Buyer will deliver or cause to be delivered on the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), cash by wire transfer of immediately available funds to federal funds, in accordance with the bank accounts designated by applicable wire transfer instructions, as follows: (i) To the Company in Company, for the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt)benefit of the Participants, an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant equal to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow AgentAggregate Effective Time Participant Consideration, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to which shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing paid by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto)Participants as set forth on Schedule 2.7, the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of Company shall deduct and pay to the appropriate authority any transaction bonus or similar payments state and federal payroll taxes required to any employees of be withheld (it being understood that the Company or shall bear any Company Subsidiary employer tax contributions for such payment without reducing the Effective Time Consideration); (ii) To the holders of Series B Preferred and/or Series B Warrants, the aggregate amount payable to such holder, determined by multiplying, (A) in the case of a holder of Series B Preferred, (x) the number of shares of Series B Preferred held by such person by (y) the Series B Per Share Consideration, and (B) in the case of a holder of a Series B Warrant, the amount with respect the Series B Warrants held by such holder, as set forth on Schedule 2.7 (which shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior correspond to the Closing Date amount that would be payable in respect of such Series B Warrant were it to net exercise); and (iii) To the Escrow Agent (i) $250,000 (the “Working Capital Hold-Back Amount”), (ii) $1,500,000 (the “Indemnity Hold-Back Amount”); (iii) $1,000,000 (the “Special Indemnity Amount”); and paid (iv) $250,000 to reimburse the applicable employeesRepresentative for fees and expenses incurred (the “Representative Fund”), in each case, subject case to be held in escrow as set forth in Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)2.8.

Payments at Closing. Upon (a) At the terms and subject to the conditions set forth in this AgreementClosing, Parent will deliver shall pay, or cause to be paid, to Acquiom Financial LLC (the “Exchange Agent”) by wire transfer in immediately available funds (without any withholding or deduction of any kind except as otherwise provided for in this Agreement) the following: (i) the amount of $600,000 (the “Indemnity Escrow Amount”) for deposit into an escrow account (the “Indemnity Escrow Account”), as set forth in Section 3.7, for the purpose of securing the obligations of the Participating Securityholders under Article VIII of this Agreement, to be held for the periods and distributed as provided for in the escrow agreement in substantially the form set forth as Exhibit B (the “Escrow Agreement”); (ii) the amount of $250,000 (the “Adjustment Escrow Amount”) for deposit into an escrow account (the “Adjustment Escrow Account”), as set forth in Section 3.7, for the purpose of securing the obligations of the Participating Securityholders under Section 3.6 of this Agreement, to be held for the periods and distributed as provided in the Escrow Agreement; and (iii) for exchange in accordance with Section 3.3, an amount (the “Exchange Fund”) equal to the Merger Consideration minus (1) the Adjustment Escrow Amount, minus (2) the Indemnity Escrow Amount, minus (3) an amount equal to the aggregate amounts that would be payable in connection with the Merger to each stockholder holding Dissenting Shares in respect of such Dissenting Shares if such stockholder had not demanded appraisal, and minus (4) the Representative Amount. The Exchange Agent shall deliver the Exchange Fund as contemplated by Section 3.3, and the Exchange Fund shall not be used for any other purpose. (b) At the Closing, Parent shall pay, or cause to be paid on behalf of Lime, (i) all Transaction Expenses set forth in invoices with respect thereto delivered on by Lime at least two (2) Business Days prior to the Closing Date by wire transfer of immediately available funds to account(s) designated in such invoices; and at (ii) all Closing Indebtedness by wire transfer of immediately available funds to the account(s) designated by the holders of such Closing Indebtedness in payoff letters provided pursuant to Section 9.2(g). (c) At the Closing: 3.4.1. , Parent shall deliver to the lenders Lime Representative (or on behalf of the applicable agents therefor)Participating Securityholders) $1,000,000, by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been account(s) designated in writing by the Escrow Agent at least one Business Day prior Lime Representative, for the purposes of paying directly, or reimbursing the Lime Representative for, any Third Party expenses pursuant to this Agreement and the other Transaction Documents including to satisfy potential future obligations of the Lime Representative and/or the Participating Securityholders to the Closing Lime Representative, including expenses of the Lime Representative arising from the defense or enforcement of claims pursuant to Section 3.6 and Article IX (in the aggregate, the “Representative Amount”). The Participating Securityholders will not receive any interest or earnings on the Representative Amount and irrevocably transfer and assign to the Lime Representative any ownership right that they may otherwise have had in any such interest or earnings. The Lime Representative will not be liable for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Lime Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Amount shall be retained by the Lime Representative until the Indemnity Escrow Termination Date or, in the event there are any outstanding claims for indemnification as of the Indemnity Escrow Termination Date, the Adjustment Escrow Amountdate on which all such claims have been resolved (in either case the “Representative Release Date”). The Lime Representative shall deposit any remaining balance of the Representative Amount with the Exchange Agent, for the benefit of the Participating Securityholders, within three (3) Business Days after the Representative Release Date, and the Exchange Agent shall promptly distribute to each Participating Securityholder such Participating Securityholder’s Pro Rata Fraction thereof; provided, that (i) with respect to a Participating Securityholder that is a holder of Exercisable Lime Options, the Lime Representative shall deposit with the Surviving Corporation the amount payable to such Participating Securityholder with respect to such Exercisable Lime Options, and Parent shall cause the Surviving Corporation, through the Surviving Corporation’s payroll system, on the first normal payroll date of the Surviving Corporation following such deposit to distribute such amount to such Participating Securityholder, and (ii) in the discretion of the Lime Representative, the Lime Representative may make direct payments to one or more of the Participating Securityholders their respective Pro Rata Fraction thereof, and in the event of (i) or (ii) in the foregoing, the amount deposited with the Exchange Agent shall be reduced accordingly. For tax purposes, the Representative Amount will be treated as having been received and voluntarily set aside by the Participating Securityholders at the time of Closing. (d) The Parties shall direct the Exchange Agent to pay from the Exchange Fund at Closing (i) to the Surviving Corporation the amount determined in accordance with Section 3.4(a) to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9holders of Exercisable Lime Options via the Surviving Corporation’s normal payroll practices; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. and (ii) to the Representative, by wire transfer of immediately available funds to an account holder of the Representative designated by Lime Warrant the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated determined in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to accordance with Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter3.4(b).

Payments at Closing. Upon At the terms and subject to the conditions set forth Closing, Buyer shall, in this Agreementsatisfaction of its obligations under Section 2.8(b), Parent will deliver (i) deposit, or cause to be delivered on deposited, with Wilmington Trust, N.A (the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt“Paying Agent”), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant for distribution to the Term Credit Agreement Fully Diluted Common Holders in accordance with Section 2.12(c), Section 2.12(d) and Revolving Credit Agreement; 3.4.2. Section 2.12(e) equal to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to Aggregate Common Equity Cash Amount (less the Closing Date Compensatory Payment (or bank accounts designated including, for the avoidance of doubt, the payment of the Merger Consideration otherwise payable to the holders of Company Stock Options and the holders of Company RSUs in any applicable invoices accordance with respect theretoSection 2.12(d) and Section 2.12(e), the amounts necessary to pay all Transaction Expenses not paid prior to respectively)); provided, that the Closing Date Compensatory Payment (provided that including, for the amount avoidance of any transaction bonus or similar payments to any employees doubt, the payment of the Merger Consideration otherwise payable to the holders of Company or any Stock Options and the holders of Company Subsidiary RSUs in accordance with Section 2.12(d) and Section 2.12(e), respectively) and a portion of the Estimated Transaction Expenses specified by the Stockholders Representative in writing as a Compensatory Payment shall be paid to an account of the Company designated or its Subsidiaries pursuant to clause (vi) below; (ii) pay, by wire transfer in immediately available funds, to the Escrow Agent, a cash amount equal to the Escrow Amount; (iii) pay, by wire transfer in immediately available funds, to the Persons and in the respective amounts specified in writing by the Company Stockholders’ Representative to Parent at least one Business Day Buyer prior to the Closing Date and paid the Estimated Transaction Related Expenses to the applicable employeesPerson (other than Company Payroll Taxes, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafterCompensatory Payments, and Compensatory Payments that are Estimated Transaction Related Expenses which shall be paid pursuant to clause (vi) below); 3.4.4. to the Representative; (iv) pay, by wire transfer of in immediately available funds funds, an amount equal to the Closing Debt to be Discharged, to the holders of such Closing Debt to be Discharged, as applicable; (v) pay, by wire transfer in immediately available funds, to an account specified in writing by the Stockholders’ Representative to Buyer not less than two (2) Business Days prior to the Closing a cash amount equal to the Reserve Amount; (vi) issue the Buyer Merger Shares to each of the Fully Diluted Common Holders that has delivered a signed counterpart signature to the Registration Rights/Lock-Up Agreement, and (vii) pay, by wire transfer in immediately available funds, to an account of the Representative designated Company or one of its Subsidiaries specified in writing by the Stockholders’ Representative to Parent at least one Buyer not less than two (2) Business Days prior to the Closing an amount, in cash, equal to the Closing Date Compensatory Payment and any Transaction Related Expenses constituting Compensatory Payments (including (y) Company Payroll Taxes, and, for the avoidance of doubt, (z) payments of the Merger Consideration otherwise payable to the holders of Company Stock Options and the holders of Company RSUs in accordance with Section 2.12(d) and Section 2.12(e), respectively), in each case the amounts of which shall be notified in writing to Buyer from the Stockholder’s Representative on or prior to the second Business Day prior to the Closing Date, an amount specified by the Representative ; it being understood that Buyer shall use commercially reasonable efforts to Parent as the initial funding of the Representative Expense Fund; 3.4.5. cause such amounts to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur be paid on the Closing Date through the payroll system of the Company (or its applicable Subsidiary) or as soon as reasonably practicable thereafter, as set forth in Section 2.8(d)(ii), but in no event later than the next regularly scheduled payroll date. Notwithstanding the foregoing, to the extent permitted by applicable Law, to the extent prudent and commercially reasonable (as determined by the Company), and to the extent that the following does not change the economic result of the transactions contemplated hereby for the Fully Diluted Common Holders, result in adverse Tax consequences, or result in material costs, expenses or liabilities to the Company or its Subsidiaries, the officers, directors or similar functionaries of Company or any of its Subsidiaries, the Buyer or any of the Fully Diluted Common Holders: a portion of the Aggregate Common Equity Cash Amount at Closing shall be paid by the Company instead of Buyer using the Company’s free cash on hand pursuant to this Section 2.8(c) (after taking such cash into account for purposes of the calculation of Closing Date Cash).

Payments at Closing. Upon At the terms and subject to the conditions set forth in this AgreementClosing, Parent will deliver shall make, or cause to be delivered on made, the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), following payments by wire transfer of immediately available funds (if applicable): 2.9.1 first, to the bank accounts designated respective holders of any Closing Company Debt other than those holders listed on Section 2.9.1 of the Disclosure Schedule, in the aggregate amount of the Closing Company Debt outstanding as of the Closing (the principal amounts of which are set forth on Section 3.5.8 of the Disclosure Schedule) pursuant to payoff letters from each such holder (A) indicating the amount required to discharge such Closing Company Debt in full and terminate all lines of credit thereunder at the Closing (the “Payoff Amount”) and (B) if such Closing Company Debt is secured by any Liens, agreeing to release such Liens upon receipt of the applicable Payoff Amount (the “Payoff Letters”); 2.9.2 second, to the payees thereof, the Company Transaction Expenses, in each case, as specified in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect Payment Schedule and subject to such Debt), an amount necessary to repay, on behalf Parent’s receipt of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreementcustomary invoices; 3.4.2. 2.9.3 third, to Holders’ Representative, the Holders’ Representative Expenses Amount; 2.9.4 fourth, to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Indemnity Escrow Amount, the General Tax Escrow Amount and the Special Tax Escrow Amount, each to be held by the Escrow Agent under the Escrow Agreement in a separate escrow account established pursuant to the terms of the Escrow Agreement in the form attached hereto as Exhibit E (the “Escrow Agreement”) to be entered into by Parent, Holders’ Representative and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of Escrow Agent immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date Closing; and 2.9.5 fifth, to Acquiom Financial LLC or another bank or trust company reasonably satisfactory to the Holders’ Representative, to act as payments administrator in connection with the Merger (or bank accounts designated in any applicable invoices with respect theretothe “Payments Administrator”), (i) the amounts necessary administration fee of the Payments Administrator and (ii) cash in U.S. Dollars in an amount sufficient to pay the aggregate Estimated Merger Consideration as provided herein and as set forth in the Payment Schedule (all Transaction Expenses not paid cash deposited with the Payments Administrator, together with any Further Distributions deposited with the Payments Administrator, collectively, the “Exchange Fund”). The Payments Administrator shall promptly pay the Estimated Merger Consideration in accordance with Section 2.12 and the payment provisions set forth in an Payments Administration Agreement, to be entered into by Parent and the Payments Administrator prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employeesClosing, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. form reasonably acceptable to the Company, by wire transfer and consistent with the terms of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior this Agreement, to the Closing Date, Holders in the amounts payable set forth in the Payment Schedule; provided, however, that the Payments Administrator shall pay to the Company Optionholders in connection Surviving Corporation for distribution through its payroll system any Estimated Merger Consideration payable with the Closing pursuant respect to Section 3.2(b)(i) (In-the-Money Options or Change of Control Payments held by Employees for further distribution to each of the Company Optionholders, subject to such Holders in accordance with Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)2.7.4.

Payments at Closing. Upon At the terms and subject to the conditions set forth in this AgreementClosing, Parent will deliver make (or cause to be delivered on made) the Closing Date and at the Closingfollowing payments: 3.4.1. (a) to the lenders (or the applicable agents therefor)Paying Agent, by wire transfer of immediately available funds to the bank account or accounts designated by the Paying Agent in writing no later than two (2) Business Days prior to the Closing Date, an amount equal to the aggregate Per Share Closing Merger Consideration for all Shares (for the avoidance of doubt, excluding Excluded Shares); (b) to the Surviving Corporation, by wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two (2) Business Days prior to the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt)Date, an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant equal to the Term Credit Agreement and Revolving Credit Agreementaggregate Closing Option Payments; 3.4.2. (c) to the Escrow Agent, by wire transfer of immediately available funds in accordance with wire instructions provided by the Escrow Agent, the Adjustment Escrow Amount for deposit into the escrow account pursuant to a bank account that has been designated in writing the terms of the Escrow Agreement (which Adjustment Escrow Amount and any interest accrued thereon will be held and distributed by the Escrow Agent at least one Business Day prior in accordance with the terms of this Agreement and the Escrow Agreement); (d) to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payableAgent, by wire transfer of immediately available funds to bank accounts that have been designated in writing accordance with wire instructions provided by the Company to Parent at least one Business Day prior Escrow Agent, the Indemnity Escrow Amount for deposit into the escrow account pursuant to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees terms of the Company or Escrow Agreement (which Indemnity Escrow Amount and any Company Subsidiary shall interest accrued thereon will be paid to an account of the Company designated in writing held and distributed by the Company to Parent at least one Business Day prior to Escrow Agent in accordance with the Closing Date terms of this Agreement and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafterEscrow Agreement); 3.4.4. (e) to the RepresentativeEscrow Agent, by wire transfer of immediately available funds in accordance with wire instructions provided by the Escrow Agent, the Special Indemnity Escrow Amount for deposit into the escrow account pursuant to an account the terms of the Representative designated Escrow Agreement (which Special Indemnity Escrow Amount and any interest accrued thereon will be held and distributed by the Representative to Parent at least one Business Day prior Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement); (f) to the Closing DateSellers Representative, an amount specified by the Representative to Parent as the initial funding of the Sellers Representative Expense Fund; 3.4.5. to Blocker SellerAmount, by wire transfer of immediately available funds to a bank segregated account of Blocker Seller that has been designated by the Sellers Representative in writing to Parent by Blocker Seller at least one no later than two (2) Business Day Days prior to the Closing Date, Date (the amounts payable to Blocker Seller at the Closing under Sections 2.1(a“Sellers Representative Expense Account”) and 2.1(b) and, to be disbursed solely in each case, subject to Section 3.9accordance with the terms of this Agreement; 3.4.6. to each (g) on behalf of the Company Members other than BlockerCompany, an aggregate amount equal to the Transaction Expenses, by wire transfer of immediately available funds to bank the accounts thereof that have been designated in writing to Parent by the Company at least one in writing no later than two (2) Business Day Days prior to the Closing Date, indicating the amounts name of each Person to whom any Transaction Expenses is owed, the amount of such Transaction Expenses and a copy of the invoice related thereto, to the extent available; and (h) on behalf of the Company, the amount payable to each counterparty or holder of Indebtedness, in order to fully discharge such Company Members at Closing pursuant to Section 3.1.1(a) andIndebtedness, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank the account of the Company or accounts designated in writing to Parent the applicable Pay-Off Letter delivered by the Company at least one no later than two (2) Business Day Days prior to the Closing Date or, if such Indebtedness is not of a type where a Pay-Off Letter would be delivered, to the account or accounts designated by the Company no later than two (2) Business Days prior to the Closing Date. The consideration paid by Parent or the Surviving Corporation pursuant to this SECTION 2.3 shall be deemed to be full payment and satisfaction of all rights pertaining to the Shares (other than Excluded Shares) held by each Stockholder and the Company Stock Options held by each holder thereof (subject to any other rights of such Persons under this Agreement, including the right to any Additional Per Share Merger Consideration and any other rights under SECTION 2.4, SECTION 2.5 and SECTION 2.7), and none of Parent, Merger Sub or the Surviving Corporation shall have any further responsibility or liability with respect to the distribution or disposition of such payments due at Closing (other than the Surviving Corporation in respect of amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each former holders of the Company Optionholders, subject Stock Options that are to Section 3.9, be paid through the CompanySurviving Corporation’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafterpayroll).

Payments at Closing. Upon (a) At the Closing, Parent shall: (i) deposit with the Exchange Agent (A) the Estimated Cash Consideration, minus the Escrow Cash and the Representative Expense Fund, in each case, payable to the holders of Company Capital Stock, (B) the Transaction Shares, minus the Escrow Shares, in each case, issuable to the holders of Company Capital Stock, and, (C) to the extent not paid pursuant to Section 2.12(a)(v), pay to the Exchange Agent the Exchange Agent Fee by wire transfer of immediately available funds to the account designated by the Exchange Agent; (ii) pay to the Company, on behalf of the holders of Vested Company Stock Options, the Estimated Cash Consideration, minus the Escrow Cash and the Representative Expense Fund, payable to the holders of Vested Company Stock Options, such amount to be paid by the Company to the holders of Vested Company Stock Options as provided in Section 2.9(a); (iii) issue to the holders of Vested Company Stock Options the Assumed Options; (iv) pay to the Existing Company Lenders, on behalf of the Company Entities, the amounts necessary to pay off the Estimated Closing Indebtedness owed to the Existing Company Lenders by wire transfer of immediately available funds to the accounts designated by the Existing Company Lenders in the Debt Payoff Letters; (v) pay to the Persons identified in the Invoices, on behalf of the Company Entities, the amounts necessary to pay off the Estimated Closing Transaction Expenses owed to such Persons by wire transfer of immediately available funds to the accounts designated in the Invoices; (vi) deposit with the Escrow Agent an amount of cash equal to Ten Million Dollars ($10,000,000) (the “Escrow Cash”), and a number of Transaction Shares equal to Ten Million Dollars ($10,000,000) divided by the CPSI Share Price (the “Escrow Shares,” and together with the Escrow Cash, the “Escrow Fund”) into an account to be governed by the terms of this Agreement and subject the Escrow Agreement, and, to the conditions set forth in this Agreementextent not paid pursuant to Section 2.12(i)(v), Parent will deliver or cause to be delivered on the Closing Date and at the Closing: 3.4.1. pay to the lenders (or Escrow Agent the applicable agents therefor)Escrow Fee, in each case, by wire transfer of immediately available funds to the bank accounts designated by the Company in Escrow Agent; and (vii) deposit with the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), Securityholder Representative an amount necessary of cash equal to repay, on behalf of Two Million Dollars ($2,000,000) (the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto“Representative Expense Fund”), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated designed by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter)Securityholder Representative.