Common use of Payments at Closing Clause in Contracts

Payments at Closing. At the Closing: (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e); (d) Parent shall deliver to the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and (f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing Date.

Payments at Closing. At Subject to the terms and conditions set forth herein, at the Closing, the Initial Cash Purchase Price and the Non-compete Payments shall be paid by the Buyer as follows: (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e); (d) Parent shall The Buyer will deliver to the Escrow Agent, by wire transfer of immediately available funds, an amount such portion of the Initial Cash Purchase Price equal to the Escrow Amount;, to be held in escrow by the Escrow Agent as security for any payment required to be made to the Buyer pursuant to Section 2.4(d) and for the Sellers’ indemnification obligations under Article 9, in accordance with the terms of an escrow agreement, in substantially the form of Exhibit A attached hereto, to be entered into by the Buyer, the Seller Representative and the Escrow Agent as of the Closing Date (the “Escrow Agreement”). (eb) Parent shall The Buyer will pay from the Initial Cash Purchase Price such amount necessary to the Stockholder Representative Fundpay in full, by wire transfer of immediately available funds, an amount equal to on behalf of the Stockholder Representative Fund Amount; andCompany Entities, all of the Company Indebtedness, all of which shall be set forth on, and all of which shall be paid in accordance with, the Payment Statement. (fc) Parent shall The Buyer will pay from the Initial Cash Purchase Price such amount necessary to (i) the Depository Agent pay in full, by wire transfer of immediately available funds, an amount equal on behalf of the Company Entities, all of the Company Transaction Expenses to the Initial Merger Consideration (less the applicable portion service providers and employees, all of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; which Company Transaction Expenses shall be set forth on, and (ii) Company by wire transfer all of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed paid in accordance with, the Payment Statement. (d) The Buyer will pay to the Company Option Holders through Sellers, by wire transfers of immediately available funds, the Surviving Corporation’s payroll system on remaining Initial Cash Purchase Price, allocated between the Sellers in accordance with the Payment Statement. (e) The Buyer will pay to each Seller, by wire transfers of immediately available funds, a special payroll run on the Closing DateNon-compete Payment.

Payments at Closing. At the Closing: (a) Company Parent and Merger Sub shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as deposit, or cause to be deposited, with the Paying Agent an amount of the Closing (the “Closing Company Severance Expenses), cash and (ii) all instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”)Stock, in each casecase sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator 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 Certificates or Book-Entry Shares (as specified applicable), for the Payments Administrator to deliver to such Stockholders in the Closing Allocation Scheduleaccordance with Parent's payment instructions; (b) Parent shallshall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent; (c) Parent shall (on behalf of Companythe Company Group) pay, pay or cause to such account or accounts as Company specifies in be paid, the Estimated Closing Statement the aggregate amount of all Estimated Third Party Expenses as of Indebtedness to be repaid at the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay funds to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth bank account or accounts specified in the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e)Letters; (d) Parent shall deliver (on behalf of the Company Group) pay, or cause to be paid, the Escrow AgentEstimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds, an amount equal funds to the Escrow Amountapplicable bank account or accounts specified on the Estimated Closing Certificate; (e) Parent shall pay pay, or cause to be paid, (i) to BBH, the Stockholder Representative Fund, BBH Warrant Cash Consideration by wire transfer of immediately available funds, an amount equal funds to the Stockholder Representative Fund Amountapplicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and (f) Parent shall pay instruct Parent's transfer agent to issue to (i) BBH, the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger BBH Warrant Share Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant such warrant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing DateParent for cancellation.

Payments at Closing. At the Closing: (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as Buyer shall deposit the Escrow Amount in immediately available funds with Escrow Agent, such deposit of the Closing (Escrow Amount to constitute an escrow fund to be governed by the “Closing Company Severance Expenses), terms set forth herein and in the Escrow Agreement; (ii) all Parent Severance Expenses that are known Buyer shall deposit the Representative Fund Amount with the Stockholders’ Representative, such deposit to constitute a fund to be available to the Stockholders’ Representative to be governed by the terms set forth herein and unpaid as of for which, upon deposit with the Closing (the “Closing Parent Severance Expenses”) and Stockholders’ Representative, Buyer shall have no liability; (iii) all change Buyer shall make available to the Surviving Corporation for payment in control accordance with this Article II the portion of the Total Upfront Option Consideration payable to the former holders of Company Vested Options who are employees of any of the Acquired Companies at the Effective Time, in cash, and the Surviving Corporation shall make any payments to any current or such former employee, consultant or contractor holders of Company that are unpaid as Vested Options pursuant to the foregoing, net of any applicable Tax withholding, via a regular or special payroll run, in accordance with its regular payroll practices; (iv) Buyer shall deposit the Exchange Fund in immediately available funds with the Exchange Agent for exchange in accordance with this Article II; and (v) Buyer, on behalf of the Closing that do Acquired Companies, shall pay to the respective payees of Transaction Expenses and/or Acquired Company Indebtedness which have not constitute Closing been fully paid prior to the Effective Time, the amounts of such Transaction Expenses and Acquired Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, Indebtedness as specified in the Closing Allocation Payment Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e); (d) Parent shall deliver to the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and (f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing Date.

Payments at Closing. At the Closing, Parent shall make, or cause to be made, payments as follows: (a) Company Parent shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control make payments to any current or former employeethe applicable Persons, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available 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); (cb) Parent shall, on behalf of Company, pay shall make payments to the applicable creditorsPersons, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth Transaction Expenses, in each case as directed in writing by the Payoff Letters with respect Company prior to such lender delivered by the Closing pursuant to invoices or other evidence reasonably satisfactory to Parent, except that Parent shall cause any compensatory Company in accordance with Section 7.2(e)Transaction Expenses payable to Company Employees to be paid through the Surviving Entity’s payroll system; (dc) Parent shall deliver deposit or cause to be deposited with the Escrow AgentRepresentative, by wire transfer of immediately available funds, an amount equal to the Escrow Expense Fund Amount; (ed) Parent shall pay deposit or cause to be deposited with the Stockholder Representative FundSurviving Entity, by wire transfer of immediately available funds, an amount equal the aggregate cash for distribution to the Stockholder Representative Fund AmountCompany Optionholders and the Company Warrantholders, as applicable, as of immediately following the Closing pursuant to Section 2.10 and in accordance with the Payout Spreadsheet; (e) Parent shall deposit or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II through the Exchange Agent, (i) cash in an aggregate amount sufficient to pay the Company Stockholders as of immediately following the Closing pursuant to Section 2.6(c)(ii) and in accordance with the Payout Spreadsheet, and (ii) book-entry shares representing the aggregate number of shares of Parent Common Stock issuable to the Company Stockholders as of immediately following the Closing pursuant to Section 2.6(c)(i) and in accordance with the Payout Spreadsheet; and (f) Parent shall pay deposit or cause to (i) be deposited with the Depository Agent Escrow Agent, cash equal to the Adjustment Escrow Amount, to be held in the Adjustment Escrow Account, by wire transfer of immediately available funds, funds to an amount equal to account or accounts designated in writing by the Initial Merger Consideration (less the applicable portion Escrow Agent. The administration of the Initial Merger Consideration constituting Employee Option Consideration) to pay Adjustment Escrow Account shall be governed by the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion terms of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing DateEscrow Agreement and this Agreement.

Payments at Closing. At the Closing, Parent shall make, or cause to be made, payments as follows: (a) Company Parent shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control make payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay to the applicable creditorsPersons, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth Transaction Expenses, in each case as directed in writing by the Payoff Letters with respect Company prior to such lender delivered by the Closing pursuant to invoices or other evidence reasonably satisfactory to Parent, except that Parent shall cause any compensatory Company in accordance with Section 7.2(e)Transaction Expenses payable to Company Employees to be paid through the Surviving Entity’s payroll system; (db) Parent shall deliver (i) deposit or cause to be deposited with the Escrow AgentSurviving Entity, by wire transfer of immediately available funds, an amount equal the applicable portion of the Aggregate Award Payouts for distribution (directly or through a subsidiary of the Surviving Entity) to the Escrow Amount; employee Company Optionholders and Company SAR holders as of immediately following the Closing pursuant to Section 2.7 and in accordance with the Payout Spreadsheet, and (eii) Parent shall pay to the Stockholder Representative Fund, make payments directly by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and (f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) Aggregate Award Payouts to pay the amounts contemplated by Section 1.6 hereof; non-employee Company Optionholder and (ii) Company by wire transfer SAR holder as of immediately funds following the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration Closing pursuant to Section 1.62.7 and in accordance with the Payout Spreadsheet; (c) Parent shall deposit or cause to be deposited with the Paying Agent, which shall be distributed for exchange in accordance with this Article II through the Paying Agent, the applicable portions of the Closing Cash Consideration payable to the Company Option Holders through Stockholders, the Surviving Corporation’s payroll system on a special payroll run on Company Noteholders and any other Sellers in accordance with the Payout Spreadsheet, and shall make book-entry shares or issue stock certificates representing the aggregate number of shares of Parent Common Stock issuable to the Sellers as of immediately following the Closing Datein accordance with the Payout Spreadsheet and pursuant to Sections 2.6(c)(i), 2.7(c)(i) and 2.8(b)(i); and (d) Parent shall deposit the Deferred Cash Consideration and the Milestone Consideration with the Escrow Agent.

Payments at Closing. (a) At the Closing:, Buyer shall make, or cause the Title Company to make, the following payments in the following order from the Purchase Price proceeds (collectively, the “Closing Payments”): (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as first, to the payees of the Closing Trade Accounts Payable in accordance with Schedule 4.5(c), an amount sufficient to pay all such Closing Trade Accounts Payable, other than such Closing Trade Accounts Payable that are being contested in good faith; (ii) second, to Hopewell Investment, an amount sufficient to repay all Closing Indebtedness as evidenced by that certain Term Loan and Security Agreement dated March 10, 2013 between Seller and Hopewell Investment in accordance with the Pay-Off Letter, with the result that immediately following the Closing there will be no further monetary Liabilities of Seller with respect to such Closing Indebtedness; (iii) third, to the Escrow Agent, the Indemnity Holdback as provided in Section 8.6; (iv) fourth, to each applicable service provider, the applicable portion of the Seller Expenses; and (v) finally, to Seller, an amount equal to the Purchase Price, minus the Closing Trade Accounts Payable paid pursuant to Section 3.3(a)(i), minus the Closing Indebtedness paid pursuant to Section 3.3(a)(ii), minus the Indemnity Holdback deposited pursuant to Section 3.3(a)(iii), and minus the Seller Expenses paid pursuant to Section 3.3(a)(iv) (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC PaymentsPurchase Price”), in each case, as specified in the Closing Allocation Schedule;. (b) Parent shall, All Closing Payments made by or on behalf of Company, pay Buyer pursuant to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of this Section 3.3 shall be made at the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay or with respect to the applicable creditorspayment of Closing Trade Accounts Payable pursuant to Section 3.3(a)(i), by wire transfer of immediately available fundscheck from a Buyer account, in accordance with the amount of Indebtedness of Company applicable instructions set forth in the Payoff Letters Funds Flow Memorandum. Seller shall provide Buyer with respect to such lender delivered invoices for the Closing Trade Accounts Payable by Company in accordance with Section 7.2(e); (d) Parent shall deliver to 5:00 p.m. on the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and (f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on day before the Closing Date.

Payments at Closing. (i) At the Closing, Purchaser shall: (aA) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing $15,338,106 by wire transfer of immediately available fundsfunds to an escrow account to be established by Purchaser with SunTrust Bank (the “Escrow Agent”), to be held by the Escrow Agent and released thereby pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”); (cB) Parent shallpay any unpaid Seller Expenses that have not been paid by the Sellers prior to Closing, on behalf and Purchaser shall reduce the amount of Company, the Closing Date Purchase Price to be paid to Sellers by the sum of such amount paid; (C) pay the amount of the Option Termination Payment to the applicable creditors, Company by wire transfer of immediately available funds, which, immediately thereafter, shall be paid at the Closing by the Company to the Persons executing Option Termination Agreement (the “Former Option Holders”) less required withholdings as set forth in Section 2.2(c)(iv). Schedule 2.2, under the heading “Option Holders” sets forth the name of each Person executing an Option Termination Agreement and for each option to purchase Company securities held by such Person, the type and number of shares of Company stock into which such option is exercisable, the applicable per share and aggregate exercise price, the price at which the Company is repurchasing such option pursuant to the applicable Option Termination Agreement, and the amount of Indebtedness of Company set forth in such consideration that will be paid into the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e);Escrow Account; and (dD) Parent shall deliver to pay the Escrow Agent, amount of the Transaction Bonuses by wire transfer of immediately available fundsfunds to Company, which shall be paid by Company to the Persons listed in the certificate described in Section 2.3(a) and entitled to Transaction Bonuses less required withholdings as set forth in Section 2.2(c)(iv) of this Agreement. The Closing Date Purchase Price minus the payments described in paragraphs (A), (B), (C) and (D) of this Section 2.2(c) is herein referred to as the “Closing Payment.” (ii) In all cases subject to the terms of the Escrow Agreement, it is the understanding of the parties hereto that: (A) $12,000,000 of the cash being transferred into escrow pursuant hereto and the Escrow Agreement (the “Indemnity Escrow Account”) shall be held in escrow for eighteen (18) months from the Closing (or longer in connection with pending claims, to the extent provided by the Escrow Agreement), provided that all or certain portions may be released to the Purchaser in respect of indemnity and other claims prior to the end of eighteen (18) month period. For the avoidance of doubt, all amounts in the Indemnity Escrow Account (including without limitation the amounts deposited for the benefit of the Former Options Holders) shall be available to secure the indemnification obligations set forth in Article 11; and (B) $1,400,000 of the cash being transferred into escrow pursuant hereto and the Escrow Agreement with respect to Contingent Payments (the “Contingent Payment Escrow Account”) shall be held in escrow for eighteen (18) months from the Closing, provided that for each dollar of Contingent Payments received by the Company, one dollar held in the Contingent Payment Escrow Account shall be released to the Sellers and the Former Option Holders. Notwithstanding the foregoing, (x) the Sellers and the Former Option Holders shall not be entitled to receive an aggregate amount equal under this subsection (B) greater than the amount of funds in the Contingent Payment Escrow Account, and (y) prior to the eighteen (18) month anniversary of the Closing, neither the Seller Representative nor any of the Sellers or Former Option Holders shall seek the release of less than $50,000 from the Contingent Payment Escrow Account in any one release request (other than in connection with the final distribution of the funds remaining in the Contingent Payment Escrow Account pursuant to the Escrow Amount;Agreement); and (eC) Parent $1,938,106 of the cash being transferred into escrow pursuant hereto and the Escrow Agreement with respect to Identified Receivables (the “Identified Receivables Escrow Account”) shall be held in escrow for eighteen (18) months from the Closing, provided that for each dollar of Identified Receivables received by the Company, one dollar held in the Identified Receivables Escrow Account shall be released to the Sellers. Notwithstanding the foregoing, (x) the Sellers shall not be entitled to receive an aggregate amount under this subsection (C) greater than the amount of funds in the Identified Receivables Escrow Account, and (y) prior to the eighteen (18) month anniversary of the Closing, neither the Seller Representative nor any of the Sellers shall seek the release of less than $50,000 from the Identified Receivables Escrow Account in any one release request (other than in connection with the final distribution of the funds remaining in the Identified Receivables Escrow Account pursuant to the Escrow Agreement). Subject in all cases to the terms of the Escrow Agreement, due to the fact that certain amounts in escrow pursuant to the Escrow Agreement are being held in escrow for the benefit of the Former Options Holders, Schedule 2.2, under the heading “Escrow Amounts and Percentages”, sets forth (1) the amount that would be released to each Seller and Former Option Holder if the remaining funds in the Indemnity Escrow Account and the Contingent Payment Escrow Account were released to such Persons in full and (2) the percentage of funds that each such Person would be paid each time funds are released from the Indemnity Escrow Account and the Contingent Payment Escrow Account to the Sellers and Former Option Holders. (iii) At the Closing, Purchaser shall pay the pro rata share of the Closing Payment applicable to each Seller (as set forth on Schedule 2.2 under the Stockholder Representative Fund, heading “Percentage Ownership of Issued and Outstanding Common Stock”) by wire transfer of immediately available funds, funds to each Seller to an amount equal account designated by such Seller (such account to be designated at least three (3) Business Days prior to the Stockholder Representative Fund AmountClosing Date); andprovided that payments to each Seller shall be net of any indebtedness owed by such Seller to the Company, if any (including without limitation the amounts such Seller owes to the Company related to such Seller’s exercise of Company stock options). (fiv) Parent At the Closing, immediately after the Purchaser pays the Option Termination Payment and the amount of the Transaction Bonuses to the Company, the Company shall pay to (i) each Former Option Holder the Depository Agent by wire transfer amount set forth on Exhibit A of immediately available funds, an amount equal such Person’s Option Termination Agreement and to each Person listed in the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration certificate delivered pursuant to Section 1.62.3(a) and entitled to a Transaction Bonus the amount set forth in such certificate (with each such payment made on the Closing Date and before the Closing), which shall be distributed in each case in accordance with the Company’s standard payroll practices, subject to any amounts that the Company Option Holders through is required to withhold as a matter of Law. The Company shall provide reasonable evidence of the Surviving Corporation’s payroll system on a special payroll run payment of such amounts on the Closing Date.

Payments at Closing. At Subject to the terms and conditions set forth herein, at the Closing: (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change Buyer will pay in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), full in each case, as specified in the Closing Allocation Schedule; (b) Parent shallcash, on behalf of the Company, pay the Company Indebtedness listed on Schedule 1.3(a) (the “Paid Indebtedness”) to the holders of such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing Indebtedness listed on such Schedule by wire transfer of immediately available funds;funds in accordance with the wire transfer instructions delivered to Buyer prior to the Closing Date pursuant to Section 1.5(a)(xiii). (cb) Parent shallto the extent not otherwise paid by the Company, Buyer will pay, on behalf of the Company, pay Company Transaction Expenses to the applicable creditors, service providers by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company funds in accordance with Section 7.2(e);the wire transfer instructions delivered to the Buyer prior to the Closing Date. (dc) Parent shall deliver Buyer will pay the Escrow Amount to the Escrow Agent, by wire transfer of immediately available funds, an amount equal funds in accordance with the wire transfer instructions delivered to Buyer prior to the Closing Date, to be held in escrow by the Escrow Amount;Agent in a designated account (the “Escrow Account”) as security for the Seller Parties’ indemnification obligations under Article VII, in accordance with the terms of an escrow agreement, in an agreed form to be entered into by Buyer, the Seller Representative and the Escrow Agent as of the Closing Date (the “Escrow Agreement”). (d) Buyer will pay the amount, if any, by which the Estimated Company Cash at Closing is a lower number than the Required Cash Balance, to the Company. (e) Parent shall Buyer will pay to the Stockholder Seller Representative Fundthe Representative Reserve, in accordance with Section 9.18(g). (f) Buyer will pay to the Sellers and Makarem, by wire transfer of immediately available fundsfunds to the accounts and in the amounts designated for each Seller and Makarem on Schedule 1.3(f) (which sets forth the number of Shares owned by each Seller and each Seller’s Pro Rata Share, with the Parties acknowledging that the payment allocable to Rxxxx Xxxx is being reduced by the amount of the Phantom Equity Bonus Payment to be received by Makarem), an amount in cash equal to the Stockholder Representative Fund Amount; and (f) Parent shall pay to sum of: (i) the Depository Agent by wire transfer of immediately available fundswith respect to Rxxxx Xxxx, an amount equal to the Initial Merger Consideration (less the applicable portion his Pro Rata Share of the Initial Merger Consideration constituting Employee Option ConsiderationPurchase Price less those amounts paid pursuant to subsections (c) to pay and (e) above and less $17,000,000 (the amounts contemplated by Section 1.6 hereof; and “Phantom Equity Bonus Payment”), (ii) Company by wire transfer of immediately funds with respect to the applicable portion TPC Trust, its Pro Rata Share of the Initial Merger Consideration constituting Employee Option Consideration Purchase Price less those amounts paid pursuant to Section 1.6subsections (c) and (e) above, which shall (iii) with respect to Makarem, the Phantom Equity Bonus Payment (which, for the avoidance of doubt, will be distributed paid to the Company Option Holders through first, followed by the Surviving Corporation’s Company paying such Phantom Equity Bonus Payment to Nxxxx Xxxxxxx as compensation subject to applicable withholding and payroll system on a special payroll run on taxes in accordance with Section 1.10(b) hereof), and (iv) with respect to Cyrus Kong, his Pro Rata Share of the Purchase Price less those amounts paid pursuant to subsections (c) and (e) above (the sum of the net amounts in (i), (ii), (iii) and (iv), the “Closing DateConsideration”).

Payments at Closing. At the Closing: (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as the Purchaser will make or cause to be made the following payments of the Estimated Closing (Purchase Price in exchange for delivery to the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as Purchaser of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule; (b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing Shares by wire transfer of immediately available funds;funds per such wire instructions as are set forth on Schedule 1.2(b)(ii), as follows: (ci) Parent shall, on behalf of Company, the Purchaser will pay the Indebtedness to the applicable creditors, respective holders thereof (to the extent not previously paid off by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in Sellers or the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(eCompany); (dii) Parent the Purchaser will pay the Transaction Expenses (other than the Transaction Expenses with respect to the Stock Appreciation Rights Plan) to the respective payees thereof (to the extent not previously paid by the Sellers or the Company); (iii) the Purchaser will pay the aggregate Transaction Expenses with respect to the Stock Appreciation Rights Plan to the Company, which, immediately thereafter, shall be paid at the Closing by the Company to the payees thereof, in each case in accordance with the Company's standard payroll practices, subject to any amounts that the Company is required to withhold pursuant to Legal Requirements; (iv) the Purchaser will deliver the Escrow to the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and (fv) Parent shall the Purchaser will pay to the balance of the Estimated Closing Purchase Price remaining after the payments in items (i), (ii), (iii) and (iv) above to Holdings. For the Depository Agent by wire transfer avoidance of immediately available fundsdoubt, an amount equal to the Initial Merger Consideration payments in items (less i), (ii), (iii) and (iv) shall all be made using the applicable portion proceeds of the Initial Merger Consideration constituting Employee Option Consideration) Estimated Closing Purchase Price and shall reduce the Estimated Closing Purchase Price payable to pay Holdings. In no event shall the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration aggregate payments made pursuant to this Section 1.6, which shall be distributed to 1.2(c) exceed the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Estimated Closing DatePurchase Price.

Payments at Closing. Parent, the Company and the Securityholder Representative shall appoint the Paying Agent to act as paying agent for the payment of the Closing Payment, the Closing Date Indebtedness, the Acquisition Expenses and, if applicable, any Milestone Payment and/or Revenue Payment, in accordance with this Article II and, in connection therewith, shall promptly enter into that certain Paying Agency Agreement with the Paying Agent in substantially the form attached hereto as Exhibit C (the “Paying Agency Agreement”). The Company has delivered to Parent, and Parent shall promptly deliver to the Paying Agent, the Closing Statement and a spreadsheet setting forth the calculation of the payments to be made to each individual Company Securityholder pursuant to this Section 2.14(a). At or promptly after the Effective Time, Parent shall have deposited (x) the Closing Payment into an account with the Paying Agent (the “Payment Fund”) for the benefit of the Company Securityholders (other than holders of Dissenting Shares and shares to be canceled in accordance with Section 2.9(b)) that are entitled to receive a portion of the Closing Payment pursuant to this Section 2.14 and to fund the Management Sale Bonus Plan pursuant to the terms thereof at Closing, and (y) the Cash Amount into an account with the Paying Agent to pay the Closing Date Indebtedness and the Acquisition Expenses (excluding amounts required to be funded under the Management Sale Bonus Plan in connection with the Closing, and any Closing Date Indebtedness and Acquisition Expenses that Parent has elected to repay directly). Parent shall, or Parent, the Surviving Corporation and the Securityholder Representative shall cause the Paying Agent to: (a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid from the Cash Amount, repay the Closing Date Indebtedness (as set forth in the Closing Statement) on behalf of the Closing (Company and its Subsidiary in full pursuant to the “Closing Company Severance Expenses), Payoff Letters; (ii) all Parent Severance Expenses that are known and unpaid as of from the Closing (Cash Amount, pay the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Acquisition Expenses (the “Closing Company CIC Payments”), in each case, as specified set forth in the Closing Allocation Schedule; (b) Parent shallStatement), other than amounts required to be funded under the Management Sale Bonus Plan in connection with the Closing, on behalf of Companythe Company and its Subsidiary and the Company Securityholders in full (and, pay to such account or accounts as Company specifies in for the Closing Statement avoidance of doubt, Parent shall fund from the aggregate amount of all Estimated Third Party Expenses as Cash Amount the portion of the Closing by wire transfer of immediately available funds; (c) Parent shallManagement Sale Bonus Plan payable in cash that is required to be funded under its terms in connection with the Closing, on behalf of Company, pay to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company which payment shall be made in accordance with Section 7.2(ethe Company’s standard payroll practices and not made through the Paying Agent); (diii) from the Closing Payment, fund the portion of the Management Sale Bonus Plan payable in Parent shall deliver Shares that is required to be funded under its terms in connection with the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund AmountClosing; and (fiv) distribute the remaining amount of the Closing Payment to the Closing Consideration Preferred Recipients, such that each such Person receives (in Parent shall pay to (iShares, valued using the Parent Share Closing Price) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Liquidation Preference Amount that such Person is entitled to receive in the Merger Consideration constituting Employee Option Consideration) in respect of its shares of Company Preferred Stock pursuant to pay and in accordance with the Company Organizational Documents and the Company Funding Documents (it being understood that the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration distributed pursuant to this Section 1.6, which 2.14(a)(iv) shall not be distributed sufficient to satisfy the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing Datefull Liquidation Preference Amount).

Payments at Closing. (a) At least three (3) Business Days prior to the Closing, the Company shall obtain draft customary payoff letters with respect to the Closing Indebtedness Amount that is required to be repaid at the Closing pursuant to the terms thereof and as set forth on Section 2.5(a) of the Company Disclosure Schedule (each, a “Payoff Letter”) and on or prior to the Closing, copies of such payoff letters, executed by the applicable lenders and/or agents, as applicable, setting forth the Closing Indebtedness Amount with respect to such Indebtedness. At the Closing: (a) , Buyer shall pay or cause to paid in full, on behalf of the Company or its Subsidiaries, as applicable, the payments referenced in such Payoff Letters on the Closing Date in accordance with the wire instructions set forth in the Funds Flow in order to discharge the Closing Indebtedness Amount covered thereby in their entireties. Buyer and the Company will cooperate in arranging for such repayment and the Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid take such actions as of may be necessary to facilitate such repayment and to facilitate the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”)release, in each caseconnection with such repayment, as specified in the of any Lien securing such Closing Allocation Schedule;Indebtedness Amounts. (b) Parent shallAt the Closing, Buyer shall pay or cause to be paid in full, on behalf of Companythe Company or its Subsidiaries, pay to such account or accounts as Company specifies in applicable, the Closing Statement the aggregate amount of all Estimated Third Party Transaction Expenses as of the Closing by wire transfer of immediately available funds; (c) Parent shall, on behalf of Company, pay to the applicable creditorsextent not paid by the Company prior to the Closing) as set forth in a certificate delivered by the Company to Buyer, by wire transfer of immediately available funds, or through the amount of Indebtedness of Company’s payroll to the extent such Transaction Expenses are compensatory and paid to a current or former Company service provider, to the applicable accounts and parties set forth in the Payoff Letters with respect to on such lender certificate. Such certificate shall be delivered by the Company in accordance with Section 7.2(e);to Buyer at least three (3) Business Days prior to the Closing and will be accompanied by invoices or other supporting documentation to evidence the Transaction Expenses set forth therein. (dc) Parent At the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent, cash equal to the Adjustment Escrow Amount, to be held in an escrow account solely for purposes of adjustments to the Closing Consideration (the “Adjustment Escrow Account”), by wire transfer of immediately available fundsfunds to an account or accounts designated in writing by the Escrow Agent. The administration of the Adjustment Escrow Account shall be governed by the terms of the Escrow Agreement and this Agreement. (d) At the Closing, an amount equal Buyer shall deliver or cause to be delivered to the Escrow Amount;Seller Representative, the Seller Representative Holdback Amount by wire transfer of immediately available funds to an account designated in writing by the Seller Representative. (e) Parent At the Closing, Buyer shall pay deliver or cause to be delivered to the Stockholder Representative FundPayment Agent (for subsequent payment to the Securityholders pursuant to Section 2.5(f) and subject to the procedures set forth in Section 2.8), by wire transfer of immediately available fundsfunds to an account designated in writing by the Payment Agent, an a cash amount equal to the Stockholder Representative Fund Amount; andClosing Consideration. (f) Parent The Closing Consideration shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal be paid to the Initial Merger Consideration (less Securityholders following the applicable portion of Closing by the Initial Merger Consideration constituting Employee Option Consideration) to pay Payment Agent in accordance with Section 2.8, the amounts contemplated by Section 1.6 hereof; Allocation Schedule and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, Payment Agent Agreement which shall be distributed give effect to the terms of, and is in accordance with, the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing DateLLC Agreement.