Common use of Payments at Closing Clause in Contracts

Payments at Closing. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a written statement (the "Pre-Closing Statement") setting forth the following information: (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters. (b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall: (i) Pay to each Stockholder, by wire transfer of immediately available funds to the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Share Closing Cash Payment Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time or (B) if such Stockholder has made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the amount of cash elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (ii) Deliver to each Stockholder through book-entry delivery to the account of the Stockholder at the Transfer Agent set forth in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, a number of shares of Parent Stock equal to the Per Share Parent Stock Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time, or (B) if such Stockholder has made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, the number of shares of Parent Stock elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (iii) Deliver to each Stockholder a Stockholder Note in a principal amount equal to the Per Share Stockholder Note Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time; (iv) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness in accordance with the information in the Pre-Closing Statement and the Payoff Letters. Parent and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection with such repayment. (v) Pay all outstanding Company Expenses in the amounts, to the recipients and pursuant to the instructions set forth in the Pre-Closing Statement. (vi) Deposit, or cause to be deposited, (X) the Adjustment Escrow Amount in immediately available funds into the Adjustment Escrow Account and (Y) the Indemnity Escrow Amount in immediately available funds into the Indemnity Escrow Account, in each case, such funds to be held and maintained by the Escrow Agent pursuant to an escrow agreement, substantially in the form attached hereto as Exhibit E to be entered into on the Closing Date by and among Parent, the Stockholders, and the Escrow Agent (the "Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount into the applicable Escrow Account. The parties hereto agree for all Tax purposes that (A) the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of applicable Legal Requirement, as appropriate, and (B) if, and to the extent any portion of the Escrow Account is actually distributed to the Stockholders, interest may be imputed on such portion, as required by Section 483 or 1274 of the Code. (vii) If the Forgiveness Determination Date does not occur prior to the Closing, deposit, or cause to be deposited, the PPP Escrow Amount into an escrow account established by the PPP Lender and upon the terms and conditions in that certain PPP Escrow Agreement to be dated as of the Closing Date, by and between the Company and the PPP Lender (the "PPP Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the PPP Escrow Amount. The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP Lender, as applicable, in accordance with the PPP Escrow Agreement.

Payments at Closing. (a) At the Closing, the Buyer shall (i) pay to the payees thereof the amounts of Indebtedness of LPT as of Closing which are set forth in Schedule 2.3(a)(i) attached hereto by wire transfer of immediately available funds to an account or accounts designated by the payees of such Indebtedness, (ii) pay to the payees thereof the amount of any Transaction Expenses (other than Compensation-Related Transaction Expenses) as of Closing by wire transfer of immediately available funds to an account or accounts designated by the payees of such Transaction Expenses with respect thereto (or, if wire transfer instructions are not provided at least five two (52) Business Days prior to Closing, by check payable in immediately available funds), (iii) deposit with the Escrow Agent the Escrow Deposit by wire transfer of immediately available funds to an account designated by the Escrow Agent, (iv) pay to LPT the amount of any Compensation-Related Transaction Expenses by wire transfer of immediately available funds to an account or accounts designated by LPT, for payment to the payees thereof net of applicable withholding, (v) pay to LPT the portion of the Estimated Payment payable in respect of the LPT Options pursuant to the Option Cancellation Agreements by wire transfer of immediately available funds to an account designated by LPT, for payment to such LPT Optionholders net of applicable withholding, and (vi) pay to the LPT Stockholders the portion of the Estimated Payment payable in respect of the LPT Stock by wire transfer of immediately available funds to an account or accounts designated by such LPT Stockholders. (b) Not less than two (2) Business Days prior to the Closing Date, the Company Sellers shall deliver provide Buyer with a good faith estimate (on an unaudited basis) (subject to Parent a written statement (the "Pre-Closing Statement"Buyer’s review and consent) setting forth the following information: of (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery the amount of such Stockholder's share Indebtedness as of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement(“Estimated Indebtedness”), and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number amount of shares Cash as of Company Stock held by each such Stockholder immediately prior to the Effective Time Closing (“Estimated Cash”), and (iii) the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash Transaction Expenses as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash (“Estimated Transaction Expenses”). The “Estimated Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to ” shall be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters. (b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall: (i) Pay to each Stockholder, by wire transfer of immediately available funds to the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Share Closing Cash Payment Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time or (B) if such Stockholder has made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the amount of cash elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (ii) Deliver to each Stockholder through book-entry delivery to the account of the Stockholder at the Transfer Agent set forth in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, a number of shares of Parent Stock equal to the Per Share Parent Stock Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time, or (B) if such Stockholder has made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, the number of shares of Parent Stock elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (iii) Deliver to each Stockholder a Stockholder Note in a principal amount equal to the Per Share Stockholder Note AmountPurchase Price, multiplied by less the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time; (iv) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness in accordance with the information in the Pre-Closing Statement and the Payoff Letters. Parent and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection with such repayment. (v) Pay all outstanding Company Expenses in the amounts, to the recipients and pursuant to the instructions set forth in the Pre-Closing Statement. (vi) Escrow Deposit, or cause to be depositedless the Estimated Indebtedness, (X) plus the Adjustment Escrow Amount in immediately available funds into Estimated Cash, less the Adjustment Escrow Account and (Y) Estimated Transaction Expenses, plus the Indemnity Escrow Amount in immediately available funds into the Indemnity Escrow Account, in each case, such funds to be held and maintained by the Escrow Agent pursuant to an escrow agreement, substantially in the form attached hereto as Exhibit E to be entered into on the Closing Date by and among Parent, the Stockholders, and the Escrow Agent (the "Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount into the applicable Escrow Account. The parties hereto agree for all Tax purposes that (A) the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of applicable Legal Requirement, as appropriate, and (B) if, and to the extent any portion of the Escrow Account is actually distributed to the Stockholders, interest may be imputed on such portion, as required by Section 483 or 1274 of the CodeAggregate Option Exercise Price. (vii) If the Forgiveness Determination Date does not occur prior to the Closing, deposit, or cause to be deposited, the PPP Escrow Amount into an escrow account established by the PPP Lender and upon the terms and conditions in that certain PPP Escrow Agreement to be dated as of the Closing Date, by and between the Company and the PPP Lender (the "PPP Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the PPP Escrow Amount. The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP Lender, as applicable, in accordance with the PPP Escrow Agreement.

Payments at Closing. (a) At least five (5) Business Days prior to On the Closing Date, the Company Purchaser shall deliver make (or cause one or more of its Affiliates to Parent a written statement (the "Pre-Closing Statement"make) setting forth the following information: payments: (ia) for each Stockholder, to the holders of Closing Date Debt set forth on Schedule 2.2(a) (which such Stockholder's name, address, email address, bank account information and schedule shall also contain the wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(bPerson), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters.Amounts, as specified in each Payoff Letter; (b) Subject to the terms and conditions holders of this AgreementClosing Date Company Expenses set forth on Schedule 2.2(b) (which such schedule shall also contain the wire instructions for each such Person), at the Closing, Parent shall:amount due to each such Person as set forth in an invoice or written statement from such Person; and (ic) Pay to each Stockholderthe Seller, the following amount (such total, the “Closing Payment”), which shall be paid by wire transfer of immediately available United States funds to the into an account or accounts designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Share Closing Cash Payment Amount, multiplied by the number of shares of Company Stock owned by Seller, without duplication: (i) the Stockholder immediately prior to the Effective Time or (B) if such Stockholder has made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the MergerPurchase Price, the amount of cash elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement;plus (ii) Deliver to each Stockholder through book-entry delivery to the account amount of the Stockholder at the Transfer Agent set forth in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, a number of shares of Parent Stock equal to the Per Share Parent Stock Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time, or (B) if such Stockholder has made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, the number of shares of Parent Stock elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement;Date Cash; minus (iii) Deliver to each Stockholder a Stockholder Note in a principal the amount equal to the Per Share Stockholder Note Amount, multiplied by the number of shares of Closing Date Debt and Closing Date Company Stock owned by the Stockholder immediately prior to the Effective Time;Expenses; plus (iv) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness in accordance with the information in the Pre-Closing Statement and the Payoff Letters. Parent and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection with such repayment.all Royalties Not Invoiced; minus (v) Pay the amount of all outstanding Company Expenses in the amounts, to the recipients and pursuant to the instructions set forth in the Pre-Closing Statement.Royalties Prepaid; minus (vi) Depositany rent, fees, costs or cause other charges attributable to be deposited, (X) the Adjustment Escrow Amount in immediately available funds into the Adjustment Escrow Account and (Y) the Indemnity Escrow Amount in immediately available funds into the Indemnity Escrow Account, in each case, such funds any period prior to be held and maintained by the Escrow Agent pursuant to an escrow agreement, substantially in the form attached hereto as Exhibit E to be entered into on the Closing Date that, due to COVID-19 Impacts, has been deferred (either by and among Parent, the Stockholders, and the Escrow Agent (the "Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount into agreement between the applicable Escrow Account. The parties hereto agree Company and its landlord or other Person or otherwise) for all Tax purposes that (A) payment until after the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of applicable Legal Requirement, as appropriate, and (B) if, and to the extent any portion of the Escrow Account is actually distributed to the Stockholders, interest may be imputed on such portion, as required by Section 483 or 1274 of the Code.Closing; plus (vii) If any rent, fees, costs or other charges attributable to any period after the Forgiveness Determination Date does not occur Closing that has been paid prior to the Closing minus (viii) [intentionally omitted]; minus (ix) the amount of any GUC Fixed Recovery Payments due to unsecured creditors in the Reorganization (except to the extent paid by Seller prior to the Closing or from the proceeds of the Closing); plus (x) the amount, if any, by which the Closing Net Working Capital Items, considered in the aggregate, exceed the Target Net Working Capital Items, considered in the aggregate; minus (xi) the amount, if any, by which the Closing Net Working Capital Items, in the aggregate, are less than the Target Net Working Capital Items, considered in the aggregate; minus (xii) the Supply Accommodation Adjustment; minus (xiii) the amount of any real estate-related Tax for any Company Real Property or related amounts to any Governmental Body that are unpaid, unbilled or accrued for with respect to any period prior to the Closing, deposit, plus (xiv) the amount of any real estate-related Tax or cause related amounts to be deposited, any Governmental Body that have been paid prior to Closing with respect to any period after the PPP Escrow Amount into an escrow account established Closing; minus (xv) the Environmental Credit; plus (xvi) the value of inventory. Upon delivery of the payments by the PPP Lender and upon the terms and conditions in that certain PPP Escrow Agreement to be dated as of the Closing Date, by and between the Company and the PPP Lender (the "PPP Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the PPP Escrow Amount. The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP Lender, as applicable, Purchaser in accordance with this Section 2.2, the PPP Escrow AgreementPurchaser’s obligations to pay the Purchase Price to the Seller shall be deemed satisfied and discharged.

Payments at Closing. At the Closing, Buyer will pay (or cause to be paid) by wire transfer of immediately available funds: (a) At to Seller, an amount equal to (i) the excess of (A) the Purchase Price over (B) the Holdback Amount (such excess amount, the “Closing Purchase Price”), minus (ii) the Aggregate Closing Date SAR Payment, to the account(s) designated by Seller in writing at least five three (53) Business Days prior to the Closing Date; (b) to the Company, an amount equal to the Aggregate Closing Date SAR Payment, to the account(s) designated by the Company in writing at least three (3) Business Days prior to the Closing Date; (c) to those Persons that are holders of Funded Indebtedness, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance (including, for the avoidance of doubt, any accrued and unpaid interest and premium thereon) of the Funded Indebtedness of the Company and its Subsidiaries to the account(s) set forth in the Payoff Letter or, with respect to the Notes Redemption Amount, to the account(s) designated by the Trustee in writing at least three (3) Business Days prior to the Closing Date (such amount, the “Funded Indebtedness Amount”); (d) to each Person, in each case to the account or accounts designated by such Person, the amount of non-compensatory Transaction Expenses due and payable to such person, as specified in writing by the Company at least three (3) Business Days prior to the Closing Date; and (e) to the Company, an amount equal to the compensatory Transaction Expenses due and payable to the Company Independent Contractors and Company Employees, to the account(s) designated by the Company in writing at least three (3) Business Days prior to the Closing Date, for the Company shall deliver to Parent a written statement (the "Pre-Closing Statement") setting forth the following information: (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares pay (or a formula therefor (including a sample calculation) that enables such calculation upon determination of to cause the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness Subsidiary of the Company to be repaid at Closing in accordance with the Payoff Letters. (bpay) Subject to the terms and conditions of this AgreementCompany Independent Contractors and, at through the Closing, Parent shall: Company’s payroll (i) Pay to each Stockholder, by wire transfer of immediately available funds to or the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Share Closing Cash Payment Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time or (B) if such Stockholder has made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the amount of cash elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (ii) Deliver to each Stockholder through book-entry delivery to the account payroll of the Stockholder at the Transfer Agent set forth in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, a number of shares of Parent Stock equal to the Per Share Parent Stock Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time, or (B) if such Stockholder has made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, the number of shares of Parent Stock elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (iii) Deliver to each Stockholder a Stockholder Note in a principal amount equal to the Per Share Stockholder Note Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time; (iv) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness in accordance with the information in the Pre-Closing Statement and the Payoff Letters. Parent and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection with such repayment. (v) Pay all outstanding Company Expenses in the amountsapplicable Subsidiary), to the recipients and pursuant to the instructions set forth in the Pre-Closing StatementCompany Employees. (vi) Deposit, or cause to be deposited, (X) the Adjustment Escrow Amount in immediately available funds into the Adjustment Escrow Account and (Y) the Indemnity Escrow Amount in immediately available funds into the Indemnity Escrow Account, in each case, such funds to be held and maintained by the Escrow Agent pursuant to an escrow agreement, substantially in the form attached hereto as Exhibit E to be entered into on the Closing Date by and among Parent, the Stockholders, and the Escrow Agent (the "Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount into the applicable Escrow Account. The parties hereto agree for all Tax purposes that (A) the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of applicable Legal Requirement, as appropriate, and (B) if, and to the extent any portion of the Escrow Account is actually distributed to the Stockholders, interest may be imputed on such portion, as required by Section 483 or 1274 of the Code. (vii) If the Forgiveness Determination Date does not occur prior to the Closing, deposit, or cause to be deposited, the PPP Escrow Amount into an escrow account established by the PPP Lender and upon the terms and conditions in that certain PPP Escrow Agreement to be dated as of the Closing Date, by and between the Company and the PPP Lender (the "PPP Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the PPP Escrow Amount. The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP Lender, as applicable, in accordance with the PPP Escrow Agreement.

Payments at Closing. (a) At least five two (52) Business Days prior to the Closing DateClosing, the Company shall prepare and deliver to Parent a written closing statement (the "Pre-“Closing Statement"”), which shall, in accordance with Section 6.6, set forth (among other things) setting forth the following information: (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery of such Stockholder's share calculations of the Closing Cash Payment Consideration, the Preferred Stock Closing Consideration, the Common Closing Consideration, the Option Closing Consideration and any other amounts the Per Share Consideration and a schedule of the applicable payment(s) to be paid to such Stockholder each Person receiving payments pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters2.7. (ba) Subject to the terms and conditions of this Agreement, at At the Closing, Parent shall(without duplication) will: (i) Pay deliver or cause to each Stockholderbe delivered to the Escrow Account, by wire transfer of immediately available funds funds, the Escrow Amount which shall be managed and paid out by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; (ii) on behalf of the Company, pay or cause to be paid to the account designated for such Stockholder Lender and the other creditors identified on Schedule 6.7(a), by wire transfer of immediately available funds, amounts equal to the Payoff Amounts; (iii) on behalf of the Company, pay or cause to be paid to the persons specified in the PreQivox Agreements, by wire transfer of immediately available funds, amounts equal to the such person's applicable Qivox Payment; (iv) on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies in the Closing Statement the aggregate amount of all Transaction Expenses and all unpaid Financing Reimbursement Amounts; (v) deliver or cause to be delivered to the Company, for distribution in accordance with its normal payroll practices, the aggregate Option Closing Consideration for payment to the applicable holders of In-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the-Money Company Options less the amount of cash Option Closing Consideration to be received by such Stockholder in paid into the MergerEscrow Account pursuant to Section 2.6(a) above; and (vi) subject to Section 2.10, the Per Share Closing Cash Payment Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior deliver or cause to be delivered to the Effective Time or (B) if such Stockholder has made an election under Section 3.1(b) that affects Paying Agent the remainder of the aggregate amount of cash payable to be received by such Stockholder in the Merger, the amount of cash elected by such Stockholder under each Company Securityholder (pursuant to Section 3.1(b2.5(a) and as set forth in the Pre-Closing Statement;) by wire transfer of immediately available funds. . (iib) Deliver to each Stockholder through book-entry delivery The Escrow Amount shall be withheld at the Closing from the Closing Consideration payable to the account of the Stockholder at the Transfer Agent set forth Company Stockholders in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, a number of shares of Parent Stock equal to the Per Share Parent Stock Amount, multiplied by the number of shares respect of Company Common Stock owned by pursuant to Section 2.5(a) and the Stockholder immediately prior to the Effective Time, or (B) if such Stockholder has made an election under Section 3.1(b) that affects the number holders of shares of Parent Stock to be received by such Stockholder in the Merger, the number of shares of Parent Stock elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement; (iii) Deliver to each Stockholder a Stockholder Note in a principal amount equal to the Per Share Stockholder Note Amount, multiplied by the number of shares of 2012 Company Stock owned by the Stockholder immediately prior to the Effective Time; (iv) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness Options in accordance with the information Section 2.6(c) in the Pre-Closing Statement and the Payoff Letters. Parent and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection accordance with such repayment. (v) Pay all outstanding Company Expenses in the amounts, to the recipients and pursuant to the instructions set forth in the Pre-Closing Statement. (vi) Deposit, or cause to be deposited, (X) the Adjustment Escrow Amount in immediately available funds into the Adjustment Escrow Account and (Y) the Indemnity Escrow Amount in immediately available funds into the Indemnity Escrow Account, in each case, such funds to be held and maintained by the Escrow Agent pursuant to an escrow agreement, substantially in the form attached hereto as Exhibit E to be entered into on the Closing Date by and among Parent, the Stockholders, and the Escrow Agent (the "Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount into the applicable Escrow Accounttheir respective Pro Rata Portions. The parties hereto agree that, for all Tax reporting purposes that (A) only, Parent shall be deemed to be the owner of any cash in the Escrow Amount Account, and that all interest on or other taxable income, if any (“Parent Escrow Interest”), earned from the investment of such cash shall be treated for Tax purposes as deferred contingent purchase price eligible for installment sale treatment under Section 453 earned by Parent. At the end of each calendar quarter and at the Code and any corresponding provision of applicable Legal Requirement, as appropriate, and (B) if, and to the extent any portion termination of the Escrow Account is actually distributed to the Stockholders, interest may be imputed on such portion, as required by Section 483 or 1274 of the Code. (vii) If the Forgiveness Determination Date does not occur prior to the Closing, deposit, or cause to be deposited, the PPP Escrow Amount into an escrow account established by the PPP Lender and upon the terms and conditions in that certain PPP Escrow Agreement to be dated as of the Closing Date, by and between the Company and the PPP Lender (the "PPP Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the PPP Escrow Amount. The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP LenderAccount, as applicable, in accordance with the PPP Escrow AgreementAgent shall distribute to Parent an amount equal to 41% of the Parent Escrow Interest for such calendar quarter.

Payments at Closing. (a) At least five three (53) Business Days prior to the Closing Date, the Company shall deliver to Parent a written statement (the "Pre-Closing Statement") setting forth the following information: (i) for each StockholderSecurityholder, such StockholderSecurityholder's name, address, and email address, bank account information and wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) for each Stockholder, the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time Time, and for each Optionholder, the amount of cash and number of shares of Parent Company Stock to be received by underlying such Stockholder after giving effect to any election made by Company Options, the Stockholders pursuant to Section 3.1(b)exercise price, including a reasonably detailed calculation date of grant, the date such amounts Company Options are first exercisable, and the number of shares (vested and unvested underlying such Company Option as of immediately prior to the Effective Time and whether all or a formula therefor (including portion of such Company Option is a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock)Rollover Option; (iii) the respective aggregate amounts payable to each Securityholder at the Effective Time, and that portion thereof payable in respect of shares of Company Stock and Company Options that are not Rollover Options; (iv) the Allocable Percentage for each Securityholder; (v) the amount of the Expense Fund Amount that will be allocated to each Securityholder pursuant to each Securityholder's Allocable Percentage; (vi) the amount of the Adjustment Escrow Amount that will be allocated to each Securityholder pursuant to each such Securityholder's Allocable Percentage; (vii) an estimate of Closing Cash as of immediately prior to the Effective Time; (ivviii) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (vix) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vix) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (viixi) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viiixii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ixxiii) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company Group to be repaid at Closing in accordance with the Payoff Letters. The Pre-Closing Statement shall be prepared (and the estimates, determinations and calculations contained therein shall be made) in good faith in accordance with the applicable definitions set forth in this Agreement. (b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall: (i) Pay to each Stockholder, by wire transfer of immediately available funds to Deposit with the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) Paying Agent that affects portion of the amount of cash to be received by such Stockholder in the Merger, the Per Share Closing Cash Payment Amount, multiplied by the number of shares then payable in respect of Company Stock owned by the Stockholder immediately prior to the Effective Time or (B) if such Stockholder has made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the amount of cash elected by such Stockholder under Section 3.1(b) as set forth in the Pre-Closing Statement, which amount the Paying Agent shall pay to the applicable Stockholders in accordance with the terms of this Agreement including the exchange process set forth in Section 3.9, and (B) Surviving Entity that portion of the Closing Cash Payment then payable in respect of Company Options set forth in the Pre-Closing Statement (for further distribution to each Optionholder in accordance with the Surviving Entity's ordinary payroll practices); (ii) Deliver to the Transfer Agent (or an exchange agent mutually agreed upon in writing by the Parent and the Company) through book-entry delivery the Parent Stock for distribution to the accounts of each Stockholder of the applicable Securityholders in accordance with the terms of this Agreement; (iii) Deliver the Stock Preference Amount to the Transfer Agent (or to the extent Parent and the Company mutually agree upon in writing to engage an exchange agent, such exchange agent) through book-entry delivery to the account of the Stockholder at Person entitled to receive the Transfer Agent set forth in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, a number of shares of Parent Stock equal to the Per Share Parent Stock Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time, or (B) if such Stockholder has made an election under Section 3.1(b) that affects the number of shares of Parent Stock to be received by such Stockholder in the Merger, the number of shares of Parent Stock elected by such Stockholder under Section 3.1(b) Preference Amount as set forth in the Pre-Closing Statement; (iii) Deliver to each Stockholder a Stockholder Note in a principal amount equal to the Per Share Stockholder Note Amount, multiplied by the number of shares of Company Stock owned by the Stockholder immediately prior to the Effective Time;on Schedule A. (iv) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness in accordance with the information in the Pre-Closing Statement and the Payoff Letters. Parent and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection with such repayment.; (v) Pay all outstanding Company Expenses in the amounts, to the recipients and pursuant to the instructions set forth in the Pre-Closing Statement.; (vi) Pay to the Securityholder Representative the Expense Fund Amount; and (vii) Deposit, or cause to be deposited, (X) the Adjustment Escrow Amount in immediately available funds into the Adjustment Escrow Account and (Y) the Indemnity Escrow Amount in immediately available funds into the Indemnity Escrow Account, in each case, such funds to be held and maintained by the Escrow Agent pursuant to an escrow agreement, substantially in a form to be reasonably agreed between the form attached parties hereto as Exhibit E to be entered into on the Closing Date by and among Parent, the StockholdersSecurityholder Representative, and the Escrow Agent (the "Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each StockholderSecurityholder, his or her pro rata portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount into the applicable Escrow Accountescrow account. The parties hereto agree for U.S. federal and all applicable state and local income Tax purposes that (A) the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of applicable Legal Requirement, as appropriate, and (B) if, and to the extent any portion of the Escrow Account escrow account is actually distributed to the StockholdersSecurityholders, interest may be imputed on such portion, as required by Section 483 or 1274 of the Code. (vii) If the Forgiveness Determination Date does not occur prior to the Closing, deposit, or cause to be deposited, the PPP Escrow Amount into an escrow account established by the PPP Lender and upon the terms and conditions in that certain PPP Escrow Agreement to be dated as of the Closing Date, by and between the Company and the PPP Lender (the "PPP Escrow Agreement"), and Parent will be deemed to have contributed on behalf of each Stockholder, his or her pro rata portion of the PPP Escrow Amount. The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP Lender, as applicable, in accordance with the PPP Escrow Agreement.