Common use of Closing Payments Clause in Contracts

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 At the Closing, Parent shall: (i) deliver to each holder of the Company’s Indebtedness set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company Disclosure Schedule sets forth: are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (aiii) deposit the Company’s good faith estimate of Escrow Amount in the amount Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the ClosingCompany Options, including the identity of each payee and which will be paid through the Company’s good faith estimate of payroll); and (vi) deliver to the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Company’s payroll account by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection accordance with the consummation of wire instructions set forth in the transactions contemplated hereby)Payment Schedule, and (y) to each Person who is owed a the portion of the Closing Transaction Expenses, as specified in Merger Consideration that represents the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available aggregate Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Options Payout Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any the holder of Company Options, which will be paid through the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and Company’s payroll. No interest shall be paid at Closing or shall accrue on any cash payable to Company Securityholders pursuant to the extent provisions of Available Cashthis Article II. No less than two (2) Business Days prior Any cash deposited with the Exchange Agent shall hereinafter be referred to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (as the “Debt Payoff LetterExchange Fund.”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver pay, on behalf of the Company Company, to such accounts designated in any payoff letters with respect to the Credit Agreement delivered at least two Business Days prior to Closing, the amount set forth therein. (b) At the Closing, Parent shall pay, with respect to each holder of Series A Preferred Stock its Pro Rata Share of the aggregate Liquidation Preference Amount. (c) At the Closing, Parent shall pay, with respect to each Stockholder who shall have delivered to the Company, on or prior to the Closing Date a completed letter of transmittal substantially in the form of Exhibit D hereto (“Letter of Transmittal”), an amount equal to the product of the number of Outstanding Shares held by such Stockholder and the Closing Date Per Share Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in such Stockholder’s Letter of Transmittal. (xd) At the Closing, Parent shall pay to CIT Northbridge Credit LLC as agent the Company, for the lenders under the CIT Loan Agreement, an amount equal to the lesser benefit of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) payment to each Person who is owed a portion Optionholder in accordance with this Article 2, by wire transfer of immediately available funds to one or more accounts designated by the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject Company to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than least two (2) Business Days prior to the Closing Date, the aggregate amount of all In-the-Money Option Cancellation Payments. Promptly (but in no event later than five Business Days) following the Closing, Parent shall, with respect to each holder of an In-the-Money Option who shall have delivered to the Company on or prior to the Closing Date a completed Option Surrender Form relating to such Optionholder’s In-the-Money Option, cause the Surviving Corporation to pay to each Optionholder, in consideration of the cancellation of each In-the-Money Option held by such Optionholder immediately prior to the Effective Time, the applicable In-the-Money Option Cancellation Payment, less any required withholding Taxes and without interest thereon. For the avoidance of doubt, the sum of (i) the Company shall obtain and provide all In-the-Money Option Cancellation Payments paid to Parent a payoff letter in customary form and which shall contemplate the termination and release holders of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), In-the-Money Options and (ii) the Final Merger Consideration paid in the Merger to holders of Company Common Stock shall provide not be greater than the Final Merger Consideration. (e) At the Closing, Parent shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the Estimated Unpaid Company Transaction Expenses (other than the Non-Waived 280G Benefits Amount, if any) to the applicable recipients thereof as set forth on the Pre-Closing Statement. (f) At the Closing, Parent documentation setting forth shall deposit, or cause to be deposited, by wire transfer of immediately available funds an itemized list amount equal to the Adjustment Escrow Amount and the Additional Escrow Amount, in each case to be held in the Adjustment Escrow Account and Additional Escrow Account, as applicable, in accordance with the terms of the Closing Transaction Expenses owed Escrow Agreement. (g) At the Closing, Parent shall deposit, or cause to be deposited, by wire transfer of immediately available funds to an account designated in writing by the Target CompaniesSecurityholders’ Representative at least two Business Days prior to the Closing, including the identity Securityholders’ Representative Expense Amount with the Securityholders’ Representative. The Securityholders’ Representative Expense Amount will be used to pay costs, fees and expenses incurred by or for the benefit of each payeethe Securityholders on or after the Closing Date and shall be paid or distributed at the direction of the Securityholders’ Representative as provided in the Letter of Transmittal and/or Option Surrender Form. (h) Any remaining cash unclaimed by holders of Outstanding Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, dollar amounts owedto the extent permitted by Applicable Law, bank wire instructions become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (i) Notwithstanding anything to the contrary contained herein, the Surviving Corporation shall be entitled to deduct and withhold from the applicable portion of the Final Merger Consideration otherwise payable pursuant to this Agreement, such amount as the Surviving Corporation is required to deduct and withhold with respect to such payment under the Code or any other information necessary to effect Applicable Law, and if any such amounts are deducted and withheld, Parent shall, or shall cause the final payment in full thereof (Surviving Corporation to, as the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment case may be, timely pay such amounts to the CIT Loan appropriate Governmental Authority. To the extent that amounts are so withheld and paid over, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to permit the amounts thereunder to remain outstandingPerson in respect of which deduction and withholding was made.

Closing Payments. Part 1.11 of At the Company Disclosure Schedule sets forth: Closing: (a) the Company’s good faith estimate of the Buyer shall deliver or cause to be delivered to Seller an aggregate amount payable in cash equal to the holder of Debt outstanding under Estimated Purchase Price (less the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the ClosingAdjustment Escrow Deposit Amount), including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement account or accounts designated in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded writing by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid Seller at Closing to the extent of Available Cash. No less than least two (2) Business Days prior to the Closing Date Date. (b) Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), by and among Buyer, Seller and the Escrow Agent. (c) Buyer shall deliver or cause to be delivered, to the intended beneficiaries thereof (as identified in the Payoff Letters, if applicable, or as otherwise identified in writing by Seller to Buyer at least two (2) Business Days prior to Closing), by wire transfer of immediately available funds to the account designated in writing by Seller at least two (2) Business Days prior to Closing, (i) the Company shall obtain amounts due and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating owing pursuant to the CIT Loan Agreement upon receipt of Credit Facility (as set forth in the amount indicated in such payoff letter (the “Debt applicable Payoff Letter”), and (ii) the Company shall provide Expenses set forth in final invoices with respect thereto delivered to Parent documentation setting forth an itemized list Buyer at least two (2) Business Days prior to Closing and (iii) any Liabilities included in the computation of Estimated Closing Indebtedness which by their terms or pursuant to this Agreement are required to be paid at the Closing; provided, that any such Company Expenses or such other Liabilities that constitute compensatory payments to employees or other individual service providers of the Closing Transaction Expenses owed Company Entities shall be paid by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment Buyer to the CIT Loan Agreement applicable Company Entity for further distribution to permit such employees or other individual service providers through the amounts thereunder to remain outstandingpayroll systems of such Company Entity.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver will: (a) pay or cause to be paid the Funded Indebtedness to the applicable recipients and designated accounts set forth on behalf of the Company by wire transfer of immediately available funds Payment Spreadsheet; (xb) deposit or cause to CIT Northbridge Credit LLC as agent for be deposited with the lenders under the CIT Loan Agreement, Paying Agent an amount equal to the lesser Estimated Total Merger Consideration; (c) deposit or cause to be deposited into segregated accounts with the applicable Escrow Agent (i) an amount equal to the Adjustment Escrow Amount (the account into which the Adjustment Escrow Amount is deposited, the “Adjustment Escrow Account”), (ii) an amount equal to the Indemnity Escrow Amount (the account into which the Indemnity Escrow Amount is deposited, the “Indemnity Escrow Account”) and (iii) an amount equal to the Expense Fund, each account to be administered and distributed in accordance with the terms of the Available Closing applicable Escrow Agreement and this Agreement (for avoidance of doubt, the Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent Fund is for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation sole benefit of the transactions contemplated hereby)Securityholders in accordance with Section 8.16, and (y) to each Person who is owed a portion of the Closing Transaction Expensesneither Parent, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation nor any of their respective Affiliates will have or assert any interest in or rights to the Expense Fund). Each of Parent and shall the Securityholders’ Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the funds from the Adjustment Escrow Account and Indemnity Escrow Account, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement; and (d) pay or cause to be paid at the Estimated Closing Date Company Transaction Expenses to the extent of Available Cash. No less than two (2) Business Days prior applicable recipients and designated accounts set forth on the Payment Spreadsheet, except for the Option Cancellation Payments which will be withheld by Parent and paid to or caused to be paid to the Company Optionholders on the Closing Date (i) the Company shall obtain net of applicable Tax withholding and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”deduction), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable Subject to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing terms and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closingconditions hereof, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At at the Closing, Parent shall deliver on behalf pay the following amounts, by wire transfer of immediately available funds, as follows: 4892-0619-9513 (i) Parent shall pay the Paid Indebtedness and the Estimated Closing Company Transaction Expenses to the holders thereof by wire transfer of immediately available funds in accordance with the wire transfer instructions included in the Closing Payoff Statement. (xii) to CIT Northbridge Credit LLC as agent for Parent shall pay the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Adjustment Escrow Amount and the Closing Debt Retention Escrow Amount (unless Parent and CIT Northbridge Credit LLC as agent for to the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Escrow Agent by wire transfer of immediately available funds, in connection accordance with the consummation terms of the transactions contemplated herebyEscrow Agreement; (iii) Parent shall pay the Equityholder Representative Expense Fund to the Equityholder Representative, in accordance with Section 7.1(e); and (iv) Parent shall deposit, and (y) or cause to each Person who is owed a portion of be deposited, the Closing Transaction Expenses, as specified Payment with the Paying Agent for distribution to the Equityholders in accordance with Section 2.4(c) and Section 2.4(d) and the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense AmountPaying Agent Agreement, subject to a maximum and in accordance with the provisions of Section 2.9. (b) On the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and first payroll processing date occurring following the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CapitalClosing Date, Inc.). Any amounts remaining payable Parent shall use commercially reasonable efforts to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of cause the Surviving Corporation and shall be paid at Closing to the extent pay, any applicable Change of Available Cash. No less than two (2) Business Days prior Control Payments to the Closing Date (i) each Liquidity Bonus Recipient that has executed and delivered a Contract in the Company shall obtain and provide to Parent form of Exhibit G (a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff LetterRelease Agreement”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list each other Person who is entitled to receive a Change of the Closing Transaction Expenses owed by the Target CompaniesControl Payment (each, including the identity a “Change of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff InstructionsControl Payment Recipient”), in each case through (A) the Company’s payroll system in accordance with standard payroll practices, and subject to any required withholding for applicable Taxes, in the case of such Change of Control Payment Recipients who are current or former employees and (B) through the Company’s accounts payable system, in the case of such Change of Control Payment Recipients who are neither current nor former employees. The Company acknowledges Liquidity Bonus Recipients, the Change of Control Payment Recipients, and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment the amount of their respective Change of Control Payments are set forth on Section 2.7(b) to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingDisclosure Schedule.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: At Closing, Buyer will: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing pay and discharge (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount or cause to be owed as of the Closing. At the Closingpaid and discharged), Parent shall deliver on behalf of the Acquired Companies, all Company Transaction Expenses not already paid by the Company, as set forth in the Estimated Aggregate Cash Consideration Calculation Statement, by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (xb) deposit with the Escrow Agent (i) 1,746,342 J2 Ordinary Shares (the “ESOP Escrow Shares”) into an account (the “Indemnity Escrow Account”) for such ESOP Escrow Shares and (ii) $1,700,000 in cash (the “Adjustment Escrow Amount”) into an account (the “Adjustment Escrow Account”) for such Adjustment Escrow Amount, pursuant to the terms of an escrow agreement to be entered into by the ESOP Trustee and Buyer, substantially in the form of Exhibit F (the “Escrow Agreement”), to be used pursuant to the terms of this Agreement. (c) deposit the amount of two hundred fifty thousand dollars ($250,000) (the “Shareholder Representative Expense Amount”) into an account designated by the Shareholder Representative (the “Shareholder Representative Expense Fund”) by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (d) issue, or cause the issuance of, the Aggregate Share Consideration, less the ESOP Escrow Shares, to the applicable Shareholders as specified on the Closing Date Exhibit C; (e) pay or cause to be paid to the Option Holders, through the payroll system of the Company, the aggregate amount payable to the Option Holders with respect to the Company Options in accordance with the Closing Date Exhibit C; and (f) pay or cause to be paid the Estimated Aggregate Cash Consideration (less the Option Exercise Amount, the Closing Leakage Amount, the aggregate amount paid to Option Holders under Section 2.5(e), the Estimated Company Transaction Expenses allocable to the Shareholders (it being understood that such amount, when combined with the Estimated Company Transaction Expenses allocated to the Option Holders pursuant to Section 2.4, shall equal one hundred percent (100%) of the Estimated Company Transaction Expenses), the Shareholder Representative Expense Amount and, with respect to the ESOP, the Adjustment Escrow Amount) to CIT Northbridge Credit LLC Acquiom Financial LLC, in its capacity as agent for payments administrator (the lenders under “Paying Agent”), by wire transfer of immediately available funds pursuant to the CIT Loan AgreementWire Transfer Instructions. Immediately following receipt of such funds and all documents reasonably required by the Paying Agent, the Paying Agent shall pay to each Shareholder, pursuant to instructions received by the Paying Agent from each Shareholder, an amount equal to the lesser of the Available (i) its Shareholder Closing Expense Amount and the Cash Consideration, minus (ii) that Shareholder’s Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)Leakage Portion, and (y) to each Person who is owed a portion of the Closing Transaction Expensesif any, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to on the Closing Date Exhibit C, minus (iiii) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating with respect to the CIT Loan Agreement upon receipt of ESOP, the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingAdjustment Escrow Amount.

Closing Payments. Part 1.11 At the Closing on the Closing Date, upon the terms and subject to the conditions of this Agreement: (a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption (the “Parent Stockholder Redemption Payments”); (b) the Company shall pay the Parent Class B Common Stock Purchase Price to Parent pursuant to the Parent Class B Common Stock Subscription Agreement; (c) Parent shall pay to the Company the Parent Subscribed Units Purchase Price pursuant to the Parent Subscribed Units Subscription Agreement; (d) the Company shall pay to the applicable Convertible Noteholders the applicable payoff amounts in respect of the Convertible Notes held by such Convertible Noteholders pursuant to the payoff elections in respect thereof; (e) if, and to the extent, applicable, the Company shall pay to the applicable Cash Electing ILPs the repurchase amounts in respect of the limited partnership interests of the Company Disclosure Schedule sets forth: being repurchased from such Cash Electing ILPs pursuant to the repurchase elections in respect thereof (ain each case net of applicable withholding Taxes, which Taxes will be timely paid to the relevant Governmental Entity); (f) if, and to the extent, applicable, the Company shall pay to the applicable Cash Electing Legacy Partners the repurchase amounts in respect of the limited partnership interests of the Company and the capital stock of Parent (following receipt by such Cash Electing Legacy Partners of such securities upon redemption of such Cash Electing Legacy Partners’ corresponding limited partnership interests of Professionals) being repurchased from such Cash Electing Legacy Partners pursuant to the repurchase elections in respect thereof (in each case net of applicable withholding Taxes, which Taxes will be timely paid to the relevant Governmental Entity); (g) the Company’s good faith estimate of the amount payable Company shall pay to the holder of Debt outstanding agent under the CIT Loan Existing Credit Agreement or any refinancing thereof, as applicable, the outstanding principal amount of indebtedness under the Existing Credit Agreement or any refinancing thereof, as applicable, (together with accrued interest thereon) as of the Closing and Date; and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (ih) the Company shall obtain and provide (on its own behalf, or on behalf of Parent, as applicable) pay, or, cause to Parent a payoff letter in customary form and which shall contemplate the termination and release of be paid, all Encumbrances relating Estimated Transaction Costs to the CIT Loan Agreement upon receipt of applicable payees as set forth in the amount indicated in such payoff letter (Funds Flow Memorandum; provided, that the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of Estimated Transaction Costs may be paid promptly after the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information Date as necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingor appropriate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of Buyer will, or will cause another Person to, deposit with the Company Paying Agent by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of account designated by the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that Paying Agent no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less later than two (2) Business Days prior to the Closing Date: (i) an aggregate amount equal to the Company Stock Consideration payable at Closing plus the Equity Award Consideration payable at Closing in respect of all Non-Payroll Equity Award Holders, in each case, as set forth on the Allocation Certificate, to be distributed to the Stockholders and Non-Payroll Equity Award Holders by the Paying Agent pursuant to Section 2.07; (ii) on behalf of the Company, the aggregate amount payable to the Persons owed a portion of the Estimated Transaction Expenses for further distribution by the Paying Agent to such Persons in accordance with the Transaction Expense Instructions; and (iii) on behalf of the Company, the aggregate amount payable to the counterparties or holders of Payoff Indebtedness (if any) for further distribution by the Paying Agent to such counterparties or holders in accordance with the Debt Payoff Letters. (b) At the Closing, Buyer will, or will cause another Person to, deposit with the Surviving Company an amount of cash equal to the aggregate Equity Award Consideration payable at Closing in respect of all Payroll Equity Award Holders, in each case, as set forth on the Allocation Certificate. (c) On the second regularly scheduled payroll period of the Surviving Company following the Effective Time, each Payroll Equity Award Holder shall receive an amount equal to the Equity Award Consideration payable at Closing to such Payroll Equity Award Holder, in each case, as set forth on the Allocation Certificate and net of applicable withholding. (d) In accordance with the paying agent agreement to be entered into on the Closing Date in customary form reasonably agreed in good faith by ▇▇▇▇▇, the Company and the Representative (the “Paying Agent Agreement”), the Paying Agent will effect (i) the exchange of the Closing Consideration in return for the Securities (other than shares of Company shall obtain Stock cancelled pursuant to Section 2.04(e)), and provide to Parent a payoff letter in customary form and which shall contemplate (ii) the termination and release delivery of all Encumbrances relating the other funds delivered to the CIT Loan Paying Agent pursuant to this Agreement upon receipt in accordance with the terms hereof, including the Additional Consideration. (e) At the Closing, Buyer will, or will cause another Person to, deliver to the Escrow Agent (i) the Adjustment Escrow Amount for deposit into an account designed by the Escrow Agent at least two (2) Business Days prior to the Closing Date established pursuant to the terms of the amount indicated in Escrow Agreement (such payoff letter (account, the “Debt Payoff LetterAdjustment Escrow Account”), and (ii) the Company shall provide Indemnity Escrow Amount for deposit into an account designated by the Escrow Agent at least two (2) Business Days prior to Parent documentation setting forth an itemized list the Closing Date established pursuant to the terms of the Closing Transaction Expenses owed Escrow Agreement (such account, the “Indemnity Escrow Account”), in each case (i) and (ii), by wire transfer of immediately available funds. (f) At the Closing, Buyer will pay, or will cause another Person to pay, to the (i) Representative, the Representative Holdback Amount, and (ii) to the Designated Securityholder, the Designated Securityholder Holdback Amount, in each case, by wire transfer of immediately available funds to an account designated by the Target CompaniesRepresentative or Designated Securityholder, including the identity of each payeeas applicable, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof at least two (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment 2) Business Days prior to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingClosing Date.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable Prior to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent and the Equityholders’ Representative shall deliver enter into the Paying Agent Agreement with the Escrow Agent (in such capacity, the “Paying Agent”). Any funds deposited by Parent with the Paying Agent pursuant to the Paying Agent Agreement shall be held in a dedicated non-interest bearing account and used to satisfy the payments that Parent is required to make in accordance with the terms of this Article III. At or prior to the Closing, in respect of the Merger, Parent shall pay (or cause the Paying Agent to pay) by Wire Transfer: (i) to each Stockholder who has delivered or delivers duly completed and validly executed Surrender Documentation at least one Business Day prior to the Closing Date, to the account set forth in such Stockholder’s duly completed and validly executed Surrender Documentation, an amount equal to such Stockholder’s allocable share of the Net Estimated Closing Payment Amount, as reflected in the Estimated Closing Statement (other than any amounts payable in respect of Vested Option Shares held by such Stockholder, as reflected on behalf the Estimated Closing Statement, which amounts will be paid to the Company as described in Section 3.5(a)(ii)); (ii) to a segregated account of the Company designated in writing by wire transfer of immediately available funds (x) the Company at least one Business Day prior to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan AgreementClosing Date, by Wire Transfer, an amount equal to the lesser aggregate Closing Option Payments (as reflected in the Holder Payment Schedule) of each holder of Vested Option Shares, which amount shall be allocated and paid to the holders of Vested Option Shares in accordance with Section 3.3; (iii) to a segregated account designated by the Paying Agent at least one Business Day prior to the Closing Date, solely for the benefit of the Available Closing Expense Amount Stockholders that have not delivered duly completed and validly executed Surrender Documentation at least one Business Day prior to the Closing Debt Date (such account, the “Unclaimed Account” and such Stockholders, “Late Stockholders”), by Wire Transfer, an amount equal to the sum of the amounts of the Net Estimated Closing Payment Amount allocated and payable to each such Late Stockholder (unless Parent and CIT Northbridge Credit LLC other than any amounts payable in respect of Vested Option Shares held by such Late Stockholder, as agent for reflected on the lenders under Estimated Closing Statement, which shall be paid by the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Surviving Corporation, in connection accordance with the consummation mechanics described in Section 3.3 or in respect of the transactions contemplated herebyDissenting Shares), which deposit shall be used solely and (y) exclusively for purposes of paying to each Person who is owed a portion of such Late Stockholder the Closing Transaction Expenses, consideration payable to such Late Stockholder as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.Section 3.1(b). Any amounts remaining payable to any of the Persons described Such payment shall satisfy in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be full all payment obligations of the Surviving Corporation to any such Late Stockholders with respect to any shares of Common Stock held by such Late Stockholders, and thereafter such Late Stockholders shall only look to the Paying Agent for payment hereunder. Following the Closing, upon delivery by any Late Stockholder to Parent or the Surviving Corporation of duly completed and validly executed Surrender Documentation, (i) Parent or the Surviving Corporation shall promptly (and, in any event, not later than two Business Days after receipt of the duly completed and validly executed Surrender Documentation) notify the Paying Agent of such receipt and (ii) Parent or the Surviving Corporation shall promptly direct the Paying Agent to promptly (and, in any event, not later than five Business Days after such receipt) pay to such Late Stockholder cash in an amount equal to the amount of the Net Estimated Closing Payment Amount allocated and payable to such Late Stockholder, as set forth in the Estimated Closing Statement, which amounts shall be paid at by Wire Transfer in accordance with the instructions provided by such Late Stockholder (except for any amounts allocated and payable in respect of Vested Option Shares held by such Late Stockholder, as reflected on the Estimated Closing Statement, which shall be by the Surviving Corporation, in accordance with the mechanics described in Section 3.3). No interest will be paid or will accrue on the cash payable to any Holder pursuant to this Section 3.5(a)(iii) or Section 3.3; (iv) to the extent Escrow Agent, cash equal to the Adjustment Escrow Amount for deposit into the Adjustment Escrow Account and cash equal to the Indemnity Escrow Amount for deposit into the Indemnity Escrow Account. Any cash distributed to the Holders pursuant to the Escrow Agreement shall be deemed part of Available Cash. No less than the Aggregate Merger Consideration; and (v) to a segregated account designated by the Equityholders’ Representative on behalf of the Holders at least two (2) Business Days prior to the Closing Date (ithe “Equityholders’ Representative Expense Account”), the Equityholders’ Representative Expense Amount to be held and used by the Equityholders’ Representative in accordance with Section 11.17(f). Notwithstanding the foregoing, Parent may withhold a portion of the Estimated Closing Merger Consideration with respect to any Person that has executed an employment agreement that contains rollover or investment commitments from such employee, with the amount so withheld to be in accordance with the terms of such employment agreement, including any condition that such person must be employed as of the Closing for such rollover or investment to be required. (b) At or prior to the Closing, in respect of the Merger, the Company shall obtain and provide pay (or cause to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating be paid) to the CIT Loan Agreement upon receipt of applicable third parties by Wire Transfer the amount indicated in such payoff letter (the “Debt Payoff Letter”), amounts due and (ii) owing from the Company shall provide or any of its Subsidiaries to Parent documentation setting such third parties as Transaction Expenses, as set forth an itemized list of in the Estimated Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingStatement.

Closing Payments. Part 1.11 Upon the terms and conditions of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the this Agreement, at each Closing, including the identity of each payee and the Company’s good faith estimate of the amount Purchaser shall pay (or cause to be owed as of the Closing. At the Closingpaid), Parent shall deliver on behalf of the Company by wire transfer of immediately available funds funds, the Purchase Price, as follows (xand in any case in accordance with the applicable Funds Flow Memorandum): (i) if immediately prior to such Closing any Unpaid Secured Debt remains outstanding under the Seller Credit Agreement, to the Seller Credit Agreement Agent, to an account designated by the Seller Credit Agreement Agent, the amount set forth in the Funds Flow Memorandum and in the payoff letter executed by the Seller Credit Agreement Agent in form and substance reasonably satisfactory to the Sellers and Purchaser and providing for the termination and release of all liens and security interests in the Acquired Assets applicable to such Closing that secure Unpaid Secured Debt outstanding under the Seller Credit Agreement (each a “Payoff Letter”); (ii) to CIT Northbridge Credit LLC as agent each Person to whom Unpaid Transaction Expenses are owed by a Seller at such Closing, to the account designated by such Person, the applicable amount set forth in the Funds Flow Memorandum; (iii) to the Real Estate Title Company, the purchase price for any Owned Real Estate to be sold at such Closing and any related real estate closing costs and expenses, for the lenders under Real Estate Title Company’s further administration of the CIT Loan Agreementclosing of any sale and transfer of Owned Real Estate as described in Exhibit C (the “Owned Real Estate Closing Procedures”), which is incorporated herein by reference; and (iv) to the applicable Seller, to the account designated in writing by such Seller to Purchaser, an amount equal to the lesser remaining balance of the Available Purchase Price for such Closing Expense Amount (if any) after the foregoing payments in this Section 1.5(b) have been completed, with such amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC its supporting calculations as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified set forth in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingapplicable Funds Flow Memorandum.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall shall: (i) deliver on behalf to each holder of the Company Company’s Indebtedness set forth in the Payment Schedule, by wire transfer of immediately available funds (x) in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan AgreementSection 7.3(f)(vii), cash in an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount applicable payoff amount; (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (yii) deliver to each Person who to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (iii) deliver to each Person to whom Change in Control Payments are owed on or promptly following the Closing (provided, however, that Parent shall have the option to make any payment to a Person to whom a Change in Control Payment is owed to a portion of Company payroll account for further distribution to such Person in order to effect any Tax withholdings required by law), as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (iv) deliver to each Person to whom a Carve Out Plan Payment is owed on or promptly following the Closing Transaction Expenses(provided, however, that Parent shall have the option to make any payment to a Person to whom a Carve Out Plan Payment is owed to a Company payroll account for further distribution to such Person in order to effect any Tax withholdings required by law), as specified set forth in the Transaction Expenses Payoff InstructionsPayment Schedule, such Person’s pro rata share of by wire transfer in accordance with the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described wire instructions set forth in the foregoing clause applicable payoff letter delivered pursuant to Section 7.3(f)(vii), cash in an amount equal to the applicable payoff amount; (yv) deposit the Escrow Amount in excess of the amounts funded Escrow Fund by Parent pursuant hereto shall be obligations of wire transfer in accordance with the Surviving Corporation wire instructions set forth in the Paying Agent and Escrow Agreement; (vi) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Paying Agent and Escrow Agreement; (vii) deliver to the Paying Agent by wire transfer in accordance with the wire instructions set forth in the Paying Agent and Escrow Agreement, the Closing Merger Consideration. No interest shall be paid at Closing or shall accrue on any cash payable to Company Securityholders pursuant to the extent provisions of Available Cashthis Article II. No less than two (2) Business Days prior Any cash deposited with the Paying Agent shall hereinafter be referred to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (as the “Debt Payoff LetterExchange Fund.”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent the following deposits and payments shall deliver on behalf of be made: (i) Buyer or Merger Sub shall deposit or shall cause to be deposited in the Company Payment Fund, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreementfunds, an amount equal to the lesser Closing Date Net Stockholder Payment. (ii) Buyer or Merger Sub shall pay, or cause to be paid, by wire transfer of immediately available funds, to each of the Available Closing Expense Amount lenders of the Other Indebtedness the Payoff Amount. (iii) Buyer or Merger Sub shall pay, or cause the Company, Intermediate LLC and TCI, as the case may be, to pay, by wire transfer of immediately available funds, to each Applicable Trustee such amount, as confirmed by such Applicable Trustee, necessary to satisfy and discharge the Indenture Indebtedness under such Indenture pursuant to the provisions of the relevant Indenture (collectively for all such Indentures, the "Indenture Satisfaction and Discharge Amount"). (iv) Buyer or Merger Sub shall deposit, or cause to be deposited with the Escrow Agent, pursuant to an escrow agreement to be executed at the Closing, substantially in the form annexed hereto as Exhibit C (the "Escrow Agreement"), the following amounts: (A) ten million dollars ($10,000,000) (such amount, as it may be adjusted in accordance with this Agreement and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent Escrow Agreement, the "Indemnity Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the lenders under the CIT Loan Agreement otherwise agree purpose of making funds available to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection satisfy claims for Losses with the consummation respect to which either or both of the transactions contemplated hereby), Buyer and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation is entitled to indemnification under Article XI (the "Indemnity Escrow Account"); and (B) five million dollars ($5,000,000) (the "Purchase Price Adjustment Escrow Amount"), which shall be paid at Closing deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy any reduction in the Subsequent Merger Consideration as a result of any adjustment thereto pursuant to the extent provisions of Available Cash. No less than two Section 3.5(e) (2the "Purchase Price Adjustment Escrow Account"). (v) Business Days Buyer or Merger Sub shall deposit, or cause to be deposited with the Escrow Agent, pursuant to an escrow agreement to be executed at the Closing, substantially in the form annexed hereto as Exhibit D (the "Environmental Escrow Agreement"), five million dollars ($5,000,000) (such amount, as it may be adjusted in accordance with this Agreement and the Environmental Escrow Agreement, the "Environmental Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy the costs and expenses of the Environmental Work (the "Environmental Escrow Account"). (vi) Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to $500,000 as the Seller Expenses into a separate account to be designated by the Representative (the "Expense Account"). (vii) Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to the Stock Option Consideration into a separate account of the Company to be established by the Company for the benefit of the holders of all Stock Options (the "Stock Option Account") for the purpose of distributing such funds to the holders of all Stock Options pursuant to Section 3.3(a). (viii) Buyer or Merger Sub shall deposit, or cause to be deposited, an amount equal to the Warrant Consideration, if any, into a separate account of the Company to be established by the Company for the benefit of the holders of each unexpired Warrant reflected on Schedule 4.4(b) (the "Warrant Account") for the purpose of distributing such funds to the holders of Warrants pursuant to Section 3.3(b); provided, however, that no such deposit or distribution shall occur if prior to the Closing Date Effective Time all such Warrants have been converted in their entirety into Common Shares. (iix) If the Company shall obtain and provide to Parent a payoff letter Representative so instructs Buyer in customary form and which shall contemplate the termination and release of all Encumbrances relating writing prior to the CIT Loan Agreement upon receipt of the Closing, Buyer or Merger Sub shall deposit, or cause to be deposited, an amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide equal to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed into an account of the Company, and the Company shall pay all Closing Transaction Expenses at the Closing to the recipients thereof as directed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingRepresentative.

Closing Payments. Part 1.11 of On the Company Disclosure Schedule sets terms and conditions herein set forth: , at the Closing, Buyer shall pay (or cause to be paid) the Transaction Consideration as follows (the “Closing Payments”): (a) deposit with the Company’s good faith estimate Escrow Agent an amount equal to $300,000 (the “NWC Escrow Fund”), and an amount equal to $1,850,000 (the “Indemnity Escrow Fund” and, together with the NWC Escrow Fund, the “Escrow Fund”), each into a separate escrow account to be governed by the terms of this Agreement and the amount payable Escrow Agreement, and, to the holder of Debt outstanding under extent not paid pursuant to Section 2.3(c), pay to the CIT Loan Agreement as of Escrow Agent the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the ClosingEscrow Fee, including the identity of in each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closingcase, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds to the accounts designated by the Escrow Agent. (xb) pay to CIT Northbridge Credit LLC as agent the Lenders, on behalf of Sellers and the Company, the amounts necessary to pay off the Estimated Closing Indebtedness owed to the Lenders by wire transfer of immediately available funds to the accounts designated by the Lenders in the Debt Payoff Letters; (c) pay to the Persons identified in the Invoices, on behalf of Sellers and the Company, the amounts necessary to pay off the Estimated Closing Transaction Expenses owed to such Persons by wire transfer of immediately available funds to the accounts designated in the Invoices; (d) pay to the Company, for distribution to the lenders under Optionholders (or, with respect to the CIT Loan Agreementamount described in clause (ii) below, for payment by the Company in accordance with its obligations described in clause (ii)), in accordance with the Company’s payroll practices and subject to applicable withholding, (i) the aggregate amount (subject to applicable withholding Tax) set forth opposite each Optionholder’s name on the Allocation Certificate upon execution of an Option Cancellation Agreement by such Optionholder, plus (ii) an amount equal to the lesser Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the Optionholders; and (e) pay to the Sellers’ Representative, for distribution to the Warrantholder, the amount set forth opposite the Warrantholder’s name on the Allocation Certificate upon execution of a Warrant Cancellation Agreement by the Warrantholder, in cash by wire transfer of immediately available funds to the Transaction Consideration Bank Account; (f) the balance of the Available Closing Expense Amount Estimated Cash Consideration, after subtracting the amounts paid pursuant to Sections 2.3(d) and Section 2.3(e), to the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent Sellers’ Representative for the lenders under the CIT Loan Agreement otherwise agree benefit of Sellers in cash by wire transfer of immediately available funds to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingConsideration Bank Account.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable Subject to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and Section 1.6, within one (b1) an itemized list of all Transaction Expenses owed by the Target Companies as Business Day of the Closing, including Buyer will, or will cause Merger Sub to, deposit with the identity of each payee Paying Agent for further distribution to Stockholders the Closing Stockholder Payments payable to the Stockholders as set forth in the Closing Statement and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Allocation Schedule by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified account designated in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount Funds Flow Statement. (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPb) and the HL Cap Amount Within one (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (21) Business Days prior of the Closing, Buyer will, or will cause Merger Sub to, on behalf of the Company, deposit with the Paying Agent for further distribution to the holders of Closing Date Company Indebtedness as set forth in the certificates, Note Cancellation Agreements and instructions delivered to Buyer pursuant to Section 1.12(a)(iii)(A), the sums necessary to pay the Closing Date Company Indebtedness in accordance with the wire instructions set forth in such certificates, Note Cancellation Agreements and instructions. (ic) Within one (1) Business Day of the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate Closing, Buyer will, or will cause Merger Sub to, pay on behalf of the termination and release of all Encumbrances relating Company, to the CIT Loan Agreement upon receipt Persons to which Transaction Costs are owed, the sums necessary to pay such Transaction Costs as set forth in the pay-off letters delivered to Buyer pursuant to Section 1.12(a)(iii)(A), in accordance with wire transfer instructions set forth in such pay-off letters. (d) Each of the amount indicated in such payoff letter Securityholders hereby (the “Debt Payoff Letter”)whether by executing this Agreement, and (iia Letter of Transmittal, or a Note Cancellation Agreement) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment the Merger Consideration, including the Milestone Payments and Royalty Payments, are being allocated among the Securityholders pursuant to the CIT Loan Allocation Schedule. Upon making payments in accordance with the Allocation Schedule, whether such payments are made directly to the Securityholders in accordance with the Allocation Schedule and the Funds Flow Statement, Buyer shall be deemed to have satisfied its obligations to make payments with respect to the transactions contemplated by this Agreement and shall have no further obligations to permit the amounts thereunder Securityholders with respect to remain outstandingpayment of any consideration, including the Merger Consideration, the Milestone Payments and the Royalty Payments.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement As promptly as of practicable after the Closing and (b) an itemized list of all Transaction Expenses owed by but in any event on the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingClosing Date), Parent shall deliver on behalf of (or cause to be delivered) to the Exchange Agent the aggregate cash consideration payable to the Company Stockholders in connection with the Closing pursuant to Section 2.04 by wire transfer of immediately available funds to the account designated in the Consideration Spreadsheet for such purpose. |US-DOCS\123754940.16|| (xii) As promptly as practicable after the Closing (but in any event on the Closing Date), Parent shall issue and deliver (or cause to be delivered) to CIT Northbridge Credit LLC as agent for the lenders under Exchange Agent the CIT Loan Agreement, an amount equal aggregate Per Accredited Share Closing Stock Consideration payable to the lesser Accredited Investors pursuant to Section 2.04. (iii) As promptly as practicable after the Closing (but in any event on the Closing Date), Parent shall deposit (or cause to be deposited) the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds to the account designated in the Consideration Spreadsheet for such purpose, with such amounts to be held and released by the Escrow Agent pursuant to the terms of the Available Escrow Agreement and this Agreement. (iv) As promptly as practicable after the Closing (but in any event on the Closing Date), Parent shall deposit (or cause to be deposited) the Securityholder Expense Amount Fund with the Securityholder Representative by wire transfer of immediately available funds to the account designated in the Consideration Spreadsheet for such purpose. (v) As promptly as practicable after the Closing (but in any event on the Closing Date), Parent will pay (or cause to be paid), on behalf of the Company, all amounts required to be paid under (A) the Payoff Letters delivered pursuant to Section 5.07(c) in order to fully discharge the Covered Indebtedness thereunder and (B) Invoices delivered pursuant to Section 5.07(c) in order to fully discharge the amounts owed to Persons thereunder, in each case, by wire transfer of immediately available funds to the accounts designated in such Payoff Letters and Invoices. (vi) As promptly as practicable after the Closing (but in any event on the Closing Date), Parent shall deliver (or cause to be delivered) to the Surviving Company the aggregate cash consideration payable to the Company Optionholders and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement holders of Company Warrants in connection with the consummation Closing pursuant to Section 2.06 by wire transfer of immediately available funds to the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified account designated in the Transaction Expenses Payoff Instructions, Consideration Spreadsheet for such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingpurpose.

Closing Payments. Part 1.11 (i) At Closing, Buyer shall deposit an aggregate amount equal to $3,000,000 (the "Escrow Amount"), by wire transfer of immediately available funds, in an escrow account (the "Escrow Account") established with The PrivateBank and Trust Company Disclosure Schedule sets forth: (athe "Escrow Agent") the Company’s good faith estimate of the amount payable pursuant to the holder of Debt outstanding under terms and conditions set forth in an escrow agreement among the CIT Loan Agreement as of Buyer, the Closing Sellers and the Escrow Agent to be executed concurrently herewith (bthe "Escrow Agreement"). (ii) At Closing, an itemized list of aggregate amount equal to all Transaction Expenses owed by (to the Target Companies as extent not previously paid) shall be paid to the Persons providing services which generated the Transaction Expenses. By way of clarification, the Sellers shall be responsible for any and all unpaid Transaction Expenses which shall be payable out of the proceeds due the Sellers at Closing, including . Schedule 2.03(c)(ii) sets forth the identity of the each third party payee in connection with all Transaction Expenses, identifying the amount necessary to satisfy in full the Company's obligation for such Transaction Expenses and the Company’s good faith estimate wire transfer instructions for payment of such Transaction Expenses. At Closing, Buyer shall pay the Transaction Expenses in accordance with the Closing Statement and the payment instructions of such third parties. (iii) At Closing, Buyer shall pay Sellers the aggregate remaining amount of the amount to be owed as Estimated Purchase Price, after subtraction of the Closing. At amounts remitted and/or applied in accordance with Section 2.03(c)(i) and (ii) above in cash (the Closing, Parent shall deliver on behalf of the Company "Closing Cash Payment") by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree accounts designed by Sellers to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Buyer in connection writing in accordance with the consummation of funds flow and closing statement shown on the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter attached Exhibit C (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the "Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”Statement"). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to Closing Cash Payment shall be allocated among the CIT Loan Agreement to permit Sellers as shown on the amounts thereunder to remain outstandingClosing Statement.

Closing Payments. Part 1.11 Subject to the terms and conditions set forth in this Agreement, the Closing Date Purchase Price shall be payable at the Closing by Buyer to or for the benefit of the Company Disclosure Schedule sets forth: as follows: (a) Buyer will pay or cause to be paid to (i) the holders of Indebtedness of the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Company, in accordance with the pay-off letters delivered in accordance with Section 7.5, the aggregate amount of such Indebtedness, payable to such Persons by wire transfer of immediately available funds in accordance with such pay-off or pay-down letters; (xii) to CIT Northbridge Credit LLC Summit Subordinated Debt Fund III-A, L.P., a Delaware limited partnership, Summit Subordinated Debt Fund III-B, L.P., a Delaware limited partnership, and Summit Investors VI, L.P., a Delaware limited partnership (the “Second Lien Lenders”), on behalf of the Company, in accordance with the consent attached hereto as agent Exhibit E (the “Lender Consent”), the aggregate amount of Indebtedness calculated in accordance with the Lender Consent; and (iii) for any holders of Specified Remaining Indebtedness, such amounts in accordance with the lenders under Specified Remaining Indebtedness Instructions. (b) Buyer will pay, or cause to be paid, the CIT Loan Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, an amount equal the “Escrow Fund”) to the lesser Escrow Agent by wire transfer of immediately available funds to accounts designated by the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid Escrow Agent at Closing to the extent of Available Cash. No less than least two (2) Business Days days prior to the Closing Date to be held for the purpose of securing a purchase price adjustment under Section 2.6(e) and the indemnification obligations of Seller Parties set forth in Article 10. (ic) Buyer will pay or cause to be paid to the payees of Transaction Expenses, on behalf of the Company, the aggregate amount of such Transaction Expenses payable to payees by wire transfer of immediately available funds in accordance with instructions delivered to Buyer by the Seller Parties at least two (2) days prior to the Closing. (d) Buyer will pay or cause to be paid to the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of Closing Date Purchase Price, less the amount indicated in of any Indebtedness paid by Buyer pursuant to Section 2.5(a), less the Escrow Amount, less the amount of any Transaction Expenses paid by Buyer pursuant to Section 2.5(c), such payoff letter net amount (the “Debt Payoff LetterClosing Cash Payment”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list be paid by wire transfer of the Closing Transaction Expenses owed immediately available funds in accordance with instructions delivered to Buyer by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof Seller Parties at least two (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment 2) days prior to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingClosing.

Closing Payments. Part 1.11 The Buyer shall pay at Closing, Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000) of the Company Disclosure Schedule sets forth: Purchase Price as follows, and in accordance with the payment instructions for such payments as set forth in the Closing Funds Flow Memo: (a) the Company’s good faith estimate of Company Expenses as listed on the amount payable Company Expense/Indebtedness Certificate shall be paid to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and Persons entitled thereto; (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf Indebtedness of the Company by wire transfer of immediately available funds as listed on the Company Expense/Indebtedness Certificate shall be paid to the Persons entitled thereto; (xc) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of aggregate gross amount payable to the Available Appreciation Rights Holders at Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement Appreciation Rights Closure Agreements, in connection with the consummation cancellation of all Appreciation Rights held by the transactions contemplated hereby)Appreciation Rights Holders, as indicated on the Closing Funds Flow Memo (such aggregate amount, the “Appreciation Rights Closing Payment”) shall be paid to the Company (it being agreed that as soon as practicable thereafter, the Member Representative and (y) Buyer shall cause the Company to pay to each Person who is owed a portion of the Closing Transaction Expenses, as specified Appreciation Rights Holder an amount in the Transaction Expenses Payoff Instructions, accordance with each such PersonAppreciation Rights Holder’s pro rata allocable share of the Available Appreciation Rights Closing Advisory Expense AmountPayment as set forth in the Closing Funds Flow Memo (for payments made to any Appreciation Rights Holder, subject the allocable share owed to a maximum such Appreciation Rights Holder shall be determined using the percentage set forth beside such Appreciation Rights Holder’s name in the column of the GDC Cap Amount Allocation Schedule titled “Percentage”), less any amounts required to be withheld therefrom as contemplated by Section 2.6); and (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPd) and an amount equal to Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000), less the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess sum of the amounts funded by Parent pursuant hereto shall be obligations provided for in the preceding clauses of this Section 2.3.2 (the Surviving Corporation and “Sellers’ Closing Payment”) shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to Sellers as set forth in the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingFunds Flow Memo.

Closing Payments. Part 1.11 of At the Company Disclosure Schedule sets forth: Closing: (a) Purchaser shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Indebtedness set forth on the Indebtedness Schedule, in the amounts and otherwise in accordance with the terms set forth in the Payoff Letters and the Indebtedness Schedule, such payment to be made by the Purchaser to an account designated by the Paying Agent for further distribution by the Paying Agent in accordance with the Payoff Letters. (b) Purchaser shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Expense Fund to an account designated by the Paying Agent for distribution by the Paying Agent into an account designated by the Sellers’ Representative. (c) Purchaser shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Closing Date Option Consideration, to an account designated by the Paying Agent for further distribution by the Paying Agent to the Optionholders in accordance with the Allocation Schedule and subject to the provisions of this Agreement and the Paying Agent Agreement (it being understood that the Exercise Price shall be deducted from the payment made to the Optionholders and transferred by the Paying Agent to the Company’s good faith estimate of the amount payable account). (d) Purchaser shall pay to the holder of Debt outstanding under the CIT Loan Agreement as of Sellers an amount equal to (i) the Closing and Date Purchase Price less (bii) an itemized list of all Transaction Expenses owed by the Target Companies as of Retained Closing Amount less (iii) the ClosingAdjustment Holdback Amount, including the identity of each payee Expense Fund and the Company’s good faith estimate Closing Date Option Consideration, by means of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds to an account designated by the Paying Agent, for distribution by the Paying Agent to the Sellers in accordance with the Allocation Schedule, and subject to the provisions of this Agreement and the Paying Agent Agreement. (xe) Notwithstanding anything to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan contrary in this Agreement, an amount equal any consideration which a holder of (i) Company 102 Shares, Company 102 Options or Company 3(i) Options has the right to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan receive pursuant to this Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsuch Company 102 Shares, Company 102 Options or Company 3(i) Options shall be transferred by Purchaser, to the Paying Agent, who shall transfer such consideration directly to the Section 102 Trustee to be held in trust and further distributed in accordance with the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any applicable provisions of the Persons described in Israeli Tax Ordinance, the foregoing clause Israeli Tax Ruling (y) in excess of if obtained), or the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two Israeli Interim Tax Ruling (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”if obtained), as applicable, and (ii) Company Options that are not Company 102 Options or Company 3(i) Options has the right to receive pursuant to this Agreement in respect of such Company Options shall provide be transferred by Purchaser to Parent documentation setting forth an itemized list the Paying Agent for payment to the holders of such Company Options in accordance with the Allocation Schedule and subject to the provisions of this Agreement and the Paying Agent Agreement. (f) The payment of the Closing Transaction Expenses owed by amounts of cash set forth in this Section 2.7 to the Target Companies, including Paying Agent shall be deemed the identity discharge of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any Purchaser’s obligation to pursue any amendment pay such amounts to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingrelevant parties.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent the Purchaser shall deliver on behalf of pay (or cause to be paid) the Company Estimated Transaction Consideration as follows (the “Closing Payments”): 2.4.1 the Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; 2.4.2 the Working Capital Escrow Amount deposited by wire transfer of immediately available funds into the Working Capital Escrow Account established pursuant to the terms of the Escrow Agreement; 2.4.3 the Sellers’ Representative Holdback Amount deposited by wire transfer of immediately available funds into an account or accounts designated by the Sellers’ Representative prior to Closing; 2.4.4 the aggregate dollar amount to satisfy any and all Payoff Indebtedness (xthe “Closing Indebtedness Payments”) to CIT Northbridge Credit LLC as agent for the applicable lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)identified in, and in accordance with, the Indebtedness Payoff Schedule; 2.4.5 the aggregate dollar amount to satisfy any Selling Expenses (yother than the Estimated Taiwan STT) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid that remain unpaid at Closing to the extent Persons entitled thereto in accordance with the Selling Expenses Payoff Instructions; 2.4.6 to the Taiwan Tax Authority, the applicable Estimated Taiwan STT respect to the sale and purchase of Available Cash. No LTCO; and 2.4.7 the balance of the Estimated Transaction Consideration less than two the Rollover Amount (2the right to which is hereby irrevocably transferred and assigned by the Rollover Sellers to Purchaser or one of its Subsidiaries to subscribe for equity interests in the Purchaser Designee pursuant to the LLC Agreement), after taking into account the payments set forth in Section 2.4.1 through Section 2.4.6, to the Sellers in such amounts in accordance with the Allocation Certificate in cash by wire transfer of immediately available funds and to an account designated in writing to the Purchaser by the Sellers at least three (3) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingClosing.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable Subject to the holder terms and conditions of Debt outstanding under the CIT Loan Agreement as of this Agreement, at the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closingexcept with respect to subsection (ii)), including the identity of each payee and the Company’s good faith estimate of the amount Buyer shall make, or cause to be owed as of made, the Closing. At the Closingfollowing payments, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds funds: (xi) With respect to the Stockholders and Non-Employee Company Option Holders, (A) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan AgreementPaying Agent, an a cash amount equal to the lesser Cash Consideration, and (B) a number of shares of Buyer Stock (rounded down to the nearest whole number) equal to the Stock Consideration, in each case, as set forth on the Allocation Schedule, which amount shall constitute the initial Payment Fund and shall be disbursed to the Stockholders and Non-Employee Company Option Holders by the Paying Agent in accordance with the payment procedures set forth in Section 2.5 below. (ii) With respect to Employee Company Option Holders, and through the Company’s payroll systems and with a special and separate payroll processing run which shall occur promptly following Closing, a cash amount equal to the Cash Consideration and a number of shares of Buyer Stock equal to the Stock Consideration (the “Closing Stock Consideration”) payable to such Employee Company Option Holder to the extent such Employee Company Option Holder executed an Option Cancellation Agreement and as provided in Section 2.5(c)(ii) (as reflected on the Allocation Schedule), as reduced to fulfill the applicable Tax withholdings and payroll charges associated with such payments. (iii) To the Stockholders’ Representative for the benefit of the Available Closing Expense Equity Holders, to such account as will be specified in writing by the Stockholders’ Representative, the Reserve Amount, which amount will be held in a separate account established by the Stockholders’ Representative (the “Reserve Account”) and used solely for the purpose of paying the Stockholders’ Representative’s fee and expenses. (iv) To the Escrow Agent, the Indemnification Escrow Amount and the Closing Debt Amount Adjustment Escrow Amount. (unless Parent v) To the R&W Insurer, all costs of the R&W Insurance Policy (including the premium thereof and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection any diligence, underwriting or similar fees associated with the consummation issuance thereof). (vi) To the applicable creditor(s) of the transactions contemplated herebyCompany (or its Subsidiaries) identified on the Indebtedness Certificate, the amount(s) of Closing Indebtedness owed to such creditor(s), and pursuant to wire instructions or other payment instructions set forth on the Indebtedness Certificate. (yvii) to each Person who is owed a portion To the applicable payees set forth on the Transaction Costs Certificate, the amount of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses Costs owed by the Target CompaniesCompany (or its Subsidiaries) to such parties, including pursuant to wire or other payment instructions set forth on the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingCosts Certificate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent the Purchaser shall deliver on behalf of pay (or cause to be paid), from the Company Estimated Cash Consideration, the following payments: 2.7.1 the Indemnity Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; 2.7.2 the aggregate dollar amount to satisfy any Closing Indebtedness (xthe “Closing Indebtedness Payments”) to CIT Northbridge Credit LLC as agent for the applicable lenders under identified in, and in accordance with, the CIT Loan Agreement, an amount equal pay-off letters provided by the Seller Parties to the lesser of the Available Closing Expense Amount and the Closing Debt Amount Purchaser at least three (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (23) Business Days prior to the Closing Date Closing; provided, however that, for any such Indebtedness that constitutes compensation to Employees which Tax and other similar withholding is required, the Purchaser will pay, from the Estimated Cash Consideration, cash in an amount equal to such Indebtedness to the Sellers, which will in turn (i) process through Computex’s payroll, in accordance with Computex’s customary payroll practices, a portion of such Indebtedness, less any applicable Taxes required to be withheld (the Company shall obtain and provide aggregate amount of Taxes required to Parent a payoff letter in customary form and which shall contemplate be withheld by the termination and release of all Encumbrances relating Sellers with respect to such Indebtedness is referred to as the “Indebtedness Withholding Amounts”), (ii) pay the Indebtedness Withholding Amounts to the CIT Loan Agreement upon receipt proper Governmental Authority and (iii) pay the employer portion of any employment, payroll, social security, unemployment or withholding Taxes related to such Indebtedness to the proper Governmental Authority; 2.7.3 the aggregate dollar amount indicated in such payoff letter to satisfy any Closing Selling Expenses (the “Debt Payoff LetterClosing Selling Expenses Payments”)) to the Persons entitled thereto in accordance with invoices from such Persons provided by the Seller Parties to the Purchaser at least three (3) Business Days prior to the Closing; and 2.7.4 to the applicable Sellers, an aggregate amount equal to the Estimated Cash Consideration less the Indemnity Escrow Amount, in readily available monies by wire transfer of immediately available funds, to an account or accounts designated in writing to the Purchaser by the Sellers, as provided in the Closing Certificate. Payments made to the Sellers or any payee pursuant to this Section 2.7, including, in respect of any Indebtedness to be paid at the Closing or any Closing Selling Expenses, in each case, in accordance with the wiring instructions and (ii) the Company amounts delivered by the Seller Parties in the Closing Certificate, shall provide be deemed to Parent documentation setting forth an itemized list satisfy all obligations of the Closing Transaction Expenses owed by the Target Companies, including the identity Purchaser to make any part of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final such payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement Sellers or any payee in respect of any Indebtedness to permit be paid at the amounts thereunder to remain outstandingClosing or any Closing Selling Expenses.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company pay or cause to be paid, by wire transfer of immediately available funds (each such payment, a “Closing Payment”), as follows: (a) to the Adjustment Escrow Agent, the Adjustment Escrow Amount and any fees due to the Adjustment Escrow Agent under the Adjustment Escrow Agreement, to the account created for such purpose under the Adjustment Escrow Agreement; (b) to the Indemnification Escrow Agent, the Indemnification Escrow Amount and any fees due to the Indemnification Escrow Agent under the Indemnification Escrow Agreement, to the account created for such purpose under the Indemnification Escrow Agreement; (c) if there is any Indebtedness owed by the Acquired Companies on the PPP Loan as of the Closing, to the PPP Loan Escrow Agent, the PPP Loan Escrow Amount; (d) if (x) to CIT Northbridge Credit LLC as agent for the lenders under S-Corp Tax Opinion (in form mutually agreed upon by Parent and the CIT Loan Agreement, an amount equal Sellers’ Representative in good faith) has not been delivered to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days Company on or prior to the Closing Date and (iy) Parent has determined in accordance with Section 6.33 that the amounts set forth in the Section 357(c) Spreadsheet do not establish to Parent’s good faith satisfaction that the tax basis of the assets of the Company’s “qualified subchapter S subsidiaries” exceed such subsidiaries’ liabilities (for purposes of Section 357(c) of the Code) as of the date of this Agreement, then to the Indemnification Escrow Agent, the Special Tax Escrow Amount; (e) on behalf of the Acquired Companies, to the relevant payees thereof, an aggregate cash amount equal to the amount of all Estimated Unpaid Company Transaction Expenses and the Payoff Debt; and (f) on behalf of the Sellers, to the account of the Sellers’ Representative, a cash amount equal to the Representative Expense Fund. Each of the Closing Payments shall be made by wire transfer of immediately available funds in the amounts and to the bank accounts designated in writing by the Company in the Pre-Closing Statement (as defined below) delivered pursuant to Section 1.4(a); provided, however, that the Aggregate Transaction Bonus Payments and the LTIP Settlement Amount shall be paid to the Company on the Closing Date pursuant to Section 6.14 and thereafter the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate pay the termination and release of all Encumbrances relating to payees thereof through the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the next regularly-scheduled Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingpayroll.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) At the Company’s good faith estimate Closing, Acquiror shall deposit, or cause to be deposited, with the Exchange Administrator an amount of cash equal to (i) the Total Closing Cash Consideration (as set forth in the Company Closing Statement) less (ii) that portion of the amount payable Total Closing Cash Consideration that it reasonably determines appropriate to the holder of Debt outstanding under the CIT Loan Agreement as be paid through payroll distributions of the Surviving Corporation, Acquiror, or other Person, in accordance with the terms of this Agreement (the “Exchange Fund”). Any portion of the Exchange Fund (and any interest or other income earned thereon) that remains unclaimed by the Company Securityholders one year after the Effective Time shall be returned to Acquiror (or, at Acquiror’s written direction, one of its Affiliates), upon demand, and any such Company Securityholder who has not exchanged such his, her, or its Company Securities in accordance with the terms of this Agreement, including Section 1.9, prior to that time shall thereafter look only to Acquiror and the Surviving Corporation (as general unsecured creditors) for payment of the applicable portion of the Total Closing and Cash Consideration in respect of his, her or its Company Securities without any interest thereon. (b) an itemized list of all Transaction Expenses owed by the Target Companies as of At the Closing, including Acquiror shall deposit, or cause to be deposited, in the identity of account specified in each payee Closing Expense Pay-off Letter and the Company’s good faith estimate of Closing Indebtedness Pay-off Letter, as applicable, the amount to be owed as of the Closing. At paid in connection with, and not paid prior to, the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds in each case, as set forth in each such letter. (xc) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal Notwithstanding anything herein to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree contrary, Acquiror shall be permitted to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a cause any cash portion of the Total Consideration payable to a Company Employee (other than any amounts payable to Company KERP Participants or Company Board Plan Participants or any other Change in Control Payments payable upon Closing Transaction Expensesand for which a special payroll distribution shall be made on the Closing Date, as specified in subject to the Transaction Expenses Payoff Instructions, terms and conditions of this Agreement) to be paid by the Surviving Corporation or Acquiror (or such other entity employing such Continuing Employee) through such Person’s pro rata share regular payroll distributions and subject to applicable Tax withholdings, and Acquiror shall cause each such payment to be made no later than the first regularly scheduled payroll distribution following the date such cash amount becomes payable in accordance with the terms and conditions of this Agreement. In furtherance of the Available Closing Advisory Expense Amountforegoing, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CapitalCompany shall take such actions and, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall upon Acquiror’s reasonable request, provide such information that may be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days necessary or appropriate prior to the Closing Date to facilitate the making of any special or regular payroll distribution referenced in this Section 1.12(c). (id) Acquiror shall cause any Unpaid Change in Control Payments to be paid in accordance with the underlying agreements relating thereto, in each case, which are in effect on the Agreement Date and made available to Acquiror. To the extent such amounts are payable to a Company shall obtain Employee, such amounts may be paid through a payroll distribution. To the extent any such amounts were taken into account in the calculation of Total Closing Cash Consideration, but are not ultimately [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and provide filed separately with the Securities and Exchange Commission. required, per the terms of such underlying agreements, to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating be paid to the CIT Loan Agreement upon receipt of the amount indicated in intended recipient, Acquiror shall cause such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide amounts to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment be promptly paid to the CIT Loan Agreement Exchange Administrator for distribution to permit the amounts thereunder applicable Company Securityholders in accordance with and subject to remain outstandingthe other terms and conditions of this Agreement.

Closing Payments. Part 1.11 Each of the Company Disclosure Schedule sets forth: payments and issuances detailed in this Section 1.3 (the “Closing Payments”) shall be made in the amounts and as set forth in the Pre-Closing Statement delivered pursuant to Section 1.4(a) (provided, however, that notwithstanding anything herein to the contrary, any such Closing Payment for which compensatory Tax withholding is required by Law shall be paid via the payroll system of the Company): (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Purchaser shall deliver on behalf of the Company pay or cause to be paid, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of bank accounts designated in writing by each Seller or the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction ExpensesSellers’ Representative, as specified in the Transaction Expenses Payoff Instructionsapplicable, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount at least three (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (23) Business Days prior to the Closing Date the following payments: (i) to each Seller, such Seller’s Pro Rata Percentage of the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating Closing Cash Consideration less such Seller’s Related Party Pay-off Amount; (ii) to the CIT Loan Agreement upon receipt Escrow Agent, the sum of the amount indicated in such payoff letter Adjustment Escrow Amount and the Indemnification Escrow Amount (collectively, the “Debt Payoff LetterEscrow Amount”), to the accounts designated by the Escrow Agent in writing to Purchaser at least three (3) Business Days prior to the Closing, which Adjustment Escrow Amount and Indemnification Escrow Amount shall be held in separate accounts by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement; and (iiiii) on behalf of the Company, to the payees thereof, a cash amount equal to the amount of all Estimated Closing Date Indebtedness of the types set forth in clause (i) and clause (v) of the definition of Indebtedness and all Estimated Unpaid Company Transaction Expenses due and payable as of the Closing. (b) At the Closing, Purchaser shall provide deliver to Parent documentation setting each Seller a copy of the instructions issued by Purchaser to its transfer agent instructing such transfer agent to issue and deliver to each Seller its Pro Rata Percentage of the Stock Consideration in such securities accounts as are designated in writing by the Sellers’ Representative at least three (3) Business Days prior to the Closing Date, subject to the terms and conditions set forth an itemized list in Section 7.16, ​ and such issuance and delivery of the Stock Consideration shall be effective as of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingDate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver on behalf of make, or cause to be made, the Company following payments, by wire transfer of immediately available funds funds: (xi) With respect to CIT Northbridge Credit LLC as agent for the lenders under Shareholders and Non-Employee Company Option Holders and holders of Company Warrants that are being net exercised in connection with the CIT Loan AgreementClosing, an to the Paying Agent, a cash amount equal to the lesser portion of the Available Closing Expense Amount Initial Merger Consideration payable to such Equity Holders in each case, as set forth on the Allocation Schedule, which amount shall constitute the initial Payment Fund and shall be disbursed to the Closing Debt Amount Shareholders and Non-Employee Company Option Holders by the Paying Agent in accordance with the payment procedures set forth in Section 2.5 below. (unless Parent ii) With respect to Employee Company Option Holders and CIT Northbridge Credit LLC Company Restricted Stock Unit Holders, to the Company to be paid through the Company’s payroll systems, a cash amount equal to the portion of the Initial Merger Consideration payable to such Equity Holders, in each case, as agent set forth on the Allocation Schedule). Such amount shall be disbursed, after the deduction of applicable Tax withholdings and payroll charges associated with such payment (other than any employer related taxes) associated with such disbursements (which shall be remitted to the applicable authorities), to Employee Company Option Holders and Company Restricted Stock Unit Holders by the Company in accordance with the payment procedures set forth in Section 2.5 below. (iii) To the Escrow Agent, the Escrow Amount. (iv) To the Shareholders’ Representative for the lenders under benefit of the CIT Loan Agreement otherwise agree Equity Holders, to amend such account as will be specified in writing by the CIT Loan Agreement Shareholders’ Representative, the Reserve Amount, which amount will be held in a separate account established by the Shareholders’ Representative (the “Reserve Account”) and used solely for the purpose of paying the Shareholders’ Representative’s expenses. (v) To the applicable creditor(s) of the Company identified on the Indebtedness Certificate, the amount(s) of Closing Indebtedness owed to such creditor(s), pursuant to wire instructions set forth on the Indebtedness Certificate. (vi) To the applicable payees set forth on the Transaction Costs Certificate, the amount of the Transaction Costs owed by the Company to such parties, pursuant to wire instructions set forth on the Transaction Costs Certificate; provided, however that no amounts are due under the CIT Loan Agreement amount of any change of control, golden parachute, bonus, severance or similar payments made or to be made by the Company (or its Subsidiaries) to the applicable employees or former employees of the Company (or its Subsidiaries) arising in connection with the consummation of the transactions contemplated hereby)by this Agreement (including, and (yfor the avoidance of doubt, amounts payable under the Change of Control Bonus Plan) to each Person who is owed a portion of not otherwise paid by the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days Company prior to the Closing Date (i) shall be paid by the Company shall obtain through the Company’s payroll systems on the Closing Date but prior to the Closing, after the deduction of applicable Tax withholdings and provide to Parent a payoff letter in customary form and payroll charges associated with such payments (other than any employer related taxes) associated with such payments (which shall contemplate the termination and release of all Encumbrances relating be remitted to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”applicable authorities), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver on behalf of the Company pay, or shall cause to be paid, in cash by wire transfer of immediately available funds funds, as follows: (i) to the Escrow Agent, (x) the Adjustment Escrow Amount to CIT Northbridge Credit LLC as agent be deposited by the Escrow Agent into the Adjustment Escrow Account and (y) the Post-Closing Escrow Amount to be deposited by the Escrow Agent into the Post-Closing Escrow Account, in each case, to be held and disbursed in accordance with the terms of this Agreement and the Escrow Agreement; (ii) to Seller, the Estimated Closing Consideration set forth on the Preliminary Closing Statement minus the Adjustment Escrow Amount minus the Post-Closing Escrow Amount, minus the Closing Company Incentive Equity Consideration; (iii) to the Company, for the lenders under benefit of the CIT Loan AgreementCompany Award Holders, an amount equal to the lesser Closing Company Incentive Equity Consideration to be paid by the Company to each Company Award Holder in accordance with Section 2.4(a)(i) and Section 2.4(c)(i)(A); and (iv) (A) the entire amount of all Repaid Indebtedness as set forth on executed payoff letters from the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree Credit Facility (the “Credit Facility Payoff Amount”) and other applicable lenders of Repaid Indebtedness pursuant to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)wire instructions set forth therein, and (yB) to each Person who is owed a portion the Seller Expenses in the amounts set forth in the calculation of the Estimated Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount Consideration delivered hereunder (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent such Seller Expenses are due and payable at the time of Available Cashthe Closing) pursuant to wire instructions provided to Buyer by the Company prior to the Closing. No less than two Promptly, after the Closing, the Buyer shall pay or cause to be paid, any remaining Seller Expenses, in cash by wire transfer of immediately available funds. At least three (23) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”)Date, and (ii) the Company Seller shall provide to Parent documentation Buyer with a flow of funds setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank to be paid pursuant to this Section 2.2(b) along with wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingtherefor.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company pay, or shall cause to be paid, in cash by wire transfer of immediately available funds funds: (xa) the amounts set forth in the Payoff Letters delivered pursuant to Section 4.1(b) to CIT Northbridge Credit LLC the accounts of the applicable lenders or other parties as agent for set forth in the lenders under Payoff Letters; (b) an aggregate amount equal to the CIT Loan Agreementproduct of (i) the Common Stock (other than the Dissenting Shares and the Excluded Shares) held by an applicable Stockholder and (ii) the Per Share Equity Consideration, to each Stockholder who shall have delivered to the Company prior to the Closing Date such Stockholder’s LOT Documents; (c) the aggregate amount of Transaction Expenses, to one or more accounts as provided by the Company in the Estimated Closing Statement; (d) (i) an amount equal to the lesser of Adjustment Escrow Amount to the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree Escrow Agent, to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement be held in connection an escrow account with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter Escrow Agent (the “Debt Payoff LetterAdjustment Escrow Account”) for the purpose of funding the Closing Overpayment Amount, if any, pursuant to Section 3.5(d), (ii) an amount equal to the Indemnity Escrow Amount to the Escrow Agent, to be held in an escrow account with the Escrow Agent (the “Indemnity Escrow Account”), and (iiiii) an amount equal to the Company shall provide Special Indemnity Escrow Amount to Parent documentation setting forth the Escrow Agent, to be held in an itemized list of escrow account with the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof Escrow Agent (the “Transaction Expenses Payoff InstructionsSpecial Indemnity Escrow Account” and together with the Adjustment Escrow Account and the Indemnity Escrow Account, the “Escrow Accounts”). The Company acknowledges ) for the purpose of funding the indemnification obligations, if any, pursuant to Article XI, which Escrow Amount shall be held in escrow and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment disbursed pursuant to the CIT Loan terms and conditions of this Agreement and the Escrow Agreement; and (e) an amount equal to permit the amounts thereunder Seller Representative Expense Amount to remain outstandingbe held and used by the Seller Representative in accordance with Section 13.16(f), to an account designated by the Seller Representative.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver the Buyer shall: (i) deposit with the Payments Administrator, an amount as specified in Section 2.11(a); (ii) pay on behalf of the Company Company, or cause the Surviving Entity to pay, by wire transfer of immediately available funds to the bank accounts or accounts designated by the respective payee in writing no later than five (x5) Business Days prior to the Closing Date: (A) to CIT Northbridge Credit LLC each lender or holder of Indebtedness identified on the Preliminary Closing Statement and outstanding as agent of immediately prior to the Effective Time, the amount of Indebtedness owed to such lender or holder, which amount is set forth in the applicable payoff letter (or similar release upon payment) received from such lender or holder in a form reasonably satisfactory to the Buyer, in exchange for such lender’s or holder’s release of its Liens upon the lenders assets of the Company and release of the Company from any obligations under such Indebtedness (collectively, “Payoff Letters”) and (B) to each Person entitled to any Unpaid Transaction Expenses, the CIT Loan Agreementamount of Unpaid Transaction Expenses payable to such Person as set forth in an invoice or other documentation in a form reasonably satisfactory to the Buyer and as identified on the Preliminary Closing Statement; (iii) pay to the Stockholder Representative, to the bank account designated by the Stockholder Representative in writing no later than three (3) Business Days prior to the Closing Date, the Stockholder Representative Expense Amount; (iv) deposit with the Surviving Entity, an amount equal to the lesser Closing Option Consideration (as set forth on the Distribution Schedule) that is payable in cash, inclusive of the Available Closing Expense Amount applicable Option Withholding Amount, which amount shall be paid by the Surviving Entity to the Optionholders and the applicable Tax authorities on behalf of the Optionholders promptly following the Effective Time utilizing the Surviving Entity’s payroll system; and (v) pay to the Escrow Agent in cash, to the bank account designated by the Escrow Agent in writing no later than three (3) Business Days prior to the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree Date, to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement hold in connection accordance with the consummation Escrow Agreement (the “Escrow Account”), an amount equal to $1,478,904.00 (the “Escrow Amount”) to secure the Stockholders’ obligations under Article VII; (vi) retain an amount of cash equal to $150,000.00 the (“Purchase Price Adjustment Holdback Amount”) to secure the Stockholders’ obligations under Section 2.13(h); and (vii) retain an amount of cash equal to $25,000.00 the (“Optionholder Holdback Amount”) to secure the Stockholders’ obligations under Article VII with respect to subsection (iv) of the transactions contemplated herebydefinition of Indemnified Liabilities (the “Deisboeck Liabilities”). (b) If a Stockholder delivers to the Payments Administrator a duly executed Letter of Transmittal no later than three (3) Business Days prior to the Closing, then such Stockholder shall be entitled to receive in exchange therefor, from the Payments Administrator at the Effective Time to such bank account or accounts as may be designated in writing by the party entitled to such payment in its Letter of Transmittal, an amount equal to (i) the applicable Closing Per Share Merger Consideration multiplied by (ii) the number of Shares surrendered pursuant to such Letter of Transmittal, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (y50%) to each Person who is owed of which shall be payable in a portion number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 or additional cash, without interest, for payment in lieu of fractional shares of Buyer Common Stock, and such Shares shall, at the Closing Transaction ExpensesClosing, as specified in the Transaction Expenses Payoff Instructions, be cancelled. If a Stockholder does not submit such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any ’s duly executed Letter of the Persons described in the foregoing clause Transmittal on or before three (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (23) Business Days prior to the Closing, then upon surrender thereafter of Shares pursuant to a Letter of Transmittal duly executed, the holder of such Shares shall be entitled to receive in exchange therefor from the Payments Administrator, promptly and in no event more than three (3) Business Days after such surrender, an amount equal to: (A) the applicable Closing Date Per Share Merger Consideration multiplied by (iB) the number of Shares surrendered pursuant to such Letter of Transmittal, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 or additional cash, without interest, for payment in lieu of fractional shares of Buyer Common Stock, and such Shares shall, upon such surrender, be cancelled. If payment in respect of any Share is to be made to a Person other than the Person in whose name such Share is registered, it shall be a condition of payment that the Share so surrendered shall be in proper form for transfer. Until surrendered in accordance with the provisions of this Section 2.12, any Shares (other than any Cancelled Shares or any Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the right to receive the applicable Per Share Merger Consideration payable with respect thereto, fifty percent (50%) of which shall be payable in cash, without interest, and fifty percent (50%) of which shall be payable in a number of shares of Buyer Common Stock, without interest, determined in accordance with Section 2.8 as contemplated herein. For the avoidance of doubt, any holder receiving the applicable Per Share Merger Consideration shall be entitled to any remainder of the Merger Consideration that becomes available to them in accordance with the Distribution Schedule (subject to the Buyer Parties’ setoff rights set forth in Section 7.7, as applicable). (c) At the Effective Time, the stock transfer books of the Company shall obtain be closed and provide there shall be no further registration of transfers of any shares of Capital Stock thereafter on the records of the Company. If, after the Effective Time, a Share that was outstanding immediately prior to Parent a payoff letter the Effective Time (other than Cancelled Shares) is surrendered to the Surviving Entity, it shall be cancelled and exchanged as provided in customary form this Section 2.12. (d) All cash paid and which Buyer Common Stock issued upon conversion of the Shares in accordance with the terms of this Article II shall contemplate the termination and release be deemed to have been paid and/or issued in full satisfaction of all Encumbrances relating rights pertaining to such Shares. From and after the CIT Loan Agreement upon receipt Effective Time, the holders of Shares shall cease to have any rights with respect to such Shares, except as otherwise provided herein or by applicable Law. (e) At any time following the amount indicated in such payoff letter expiration of eighteen (the “Debt Payoff Letter”), and (ii18) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect months after the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment of Merger Consideration is made to the CIT Loan Payments Administrator (after giving effect to payments of the Earnout Amount and the final resolution of any pending claims or other disputes relating to Merger Consideration), the Surviving Entity shall be entitled to require the Payments Administrator to deliver to it any cash (including any interest received with respect thereto) or shares of Buyer Common Stock reserved for issuance which had been made available to the Payments Administrator and which have not been disbursed to the Company Securityholders, and such cash and shares of Buyer Common Stock shall thereafter become the property of the Surviving Entity. Thereafter, such holders shall be entitled to look to the Surviving Entity (subject to applicable abandoned property, escheat or similar Law) only as general creditors thereof with respect to the applicable consideration payable as contemplated by this Agreement upon due surrender of their Shares, without any interest thereon. Any portion of such remaining cash and shares of Buyer Common Stock unclaimed by the Company Securityholders as of a date which is immediately prior to permit such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the amounts thereunder to remain outstandingextent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any Person previously entitled thereto.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of pay or cause to be paid (by an exchange agent reasonably acceptable to the Company Company, if Parent so elects at Parent’s sole cost and expenses), or shall deposit or cause to be deposited, as the case may be, the following amounts by wire transfer of immediately available funds pursuant to wire transfer instructions confirmed by the applicable payment recipient in writing, or other applicable payment methods as may be authorized by any particular Securityholder pursuant to a Letter of Transmittal, Option Cancellation Agreement and/or Warrant Cancellation Agreement, as applicable, as follows: (xi) to CIT Northbridge Credit LLC each lender (if any) under Company Debt, to an account designated by such lender in writing, the amount of Debt specified in such lender’s Pay Off Letter (collectively, the sum of such Debt amounts for all such payees being hereinafter referred to as the “Debt Pay-Off Amount”); (ii) the Escrow Amount plus the Working Capital Escrow Amount with the Escrow Agent; (iii) all Company Transaction Costs that remain outstanding as of the Closing Date to such account or accounts as are designated by the Company in accordance with Section 5.14 (collectively, the sum of such payments for all payees of Company Transaction Costs being hereinafter referred to as the “Paid Company Transaction Costs”); (iv) such account as is designated by the Representative in writing, the Representative Holdback; (v) to each Stockholder that delivers a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of loss and indemnity agreement as contemplated by the Letter of Transmittal and who complies with the requirement of such affidavit of loss and indemnity agreement) to Parent or its exchange agent on or prior to the Closing Date, an amount equal to the Stockholder’s Applicable Percentage of the Closing Merger Consideration. Notwithstanding anything to the contrary in this Agreement, with respect to any payments due to a Stockholder as a result of the net exercise and cancellation at the Effective Time of any Non-Company Warrants held (but not issued) by such Stockholder, such amounts (including, without limitation, any amounts which are payable by the Representative or the Escrow Agent hereunder) shall be remitted to and processed by the Surviving Corporation or its agent, and paid to such Stockholder in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its agent shall pay, or cause to be paid, to such Stockholder any amounts received from the Representative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts. (vi) through the Company’s payroll system (or, at the option of Parent for the lenders under the CIT Loan any particular Optionholder, through Parent’s exchange agent) to each Optionholder that delivers a completed and duly executed Option Cancellation Agreement, an amount equal to (I) the lesser excess of (x) such Optionholder’s Applicable Percentage of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and Merger Consideration over (y) the aggregate exercise price for all outstanding vested Options held by such Optionholder and (II) the amounts, if any, that may become payable in respect of such Options in the future pursuant to Section 2.12 and/or Section 2.13. Notwithstanding anything to the contrary in this Agreement, with respect to any payments which become due in respect of Options from and after the Closing, such amounts (including, without limitation, any amounts which are payable by the Representative or the Escrow Agent hereunder) shall be remitted to and processed by the Surviving Corporation or its payroll agent, and paid to the respective Optionholders in the amounts and at the times set forth in this Agreement, net of all required withholdings as set forth in Section 2.15. The Surviving Corporation or its payroll agent shall pay, or cause to be paid, to Optionholders any amounts received from the Representative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than five (5) Business Days following receipt of such amounts. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (vii) to each Person who is owed Warrantholder that delivers a portion completed and duly executed Warrant Cancellation Agreement an amount equal to (I) the excess of (x) such Warrantholder’s Applicable Percentage of the Closing Transaction ExpensesMerger Consideration over (y) the aggregate exercise price for all outstanding Warrants held by such Warrantholder and (II) the amounts, as specified in the Transaction Expenses Payoff Instructionsif any, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (that may become payable in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and such Warrants in the HL Cap Amount (future pursuant to Section 2.12 and/or Section 2.13. Notwithstanding anything to the contrary in this Agreement, with respect to any payments which become due in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CapitalWarrants from and after the Closing, Inc.). Any such amounts remaining (including, without limitation, any amounts which are payable to any of by the Persons described in Representative or the foregoing clause (yEscrow Agent hereunder) in excess of the amounts funded by Parent pursuant hereto shall be obligations of remitted to and processed by the Surviving Corporation or its agent, and shall be paid at Closing to the extent respective Warrantholders in the amounts and at the times set forth in this Agreement, net of Available Cashall required withholdings as set forth in Section 2.15. No less The Surviving Corporation or its agent shall pay, or cause to be paid, to Warrantholders any amounts received from the Representative or the Escrow Agent pursuant to the preceding sentence as soon as practicable and not later than two five (25) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon following receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingamounts.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) At the Company’s good faith estimate Closing and effective as of the amount payable immediately prior to the holder of Debt outstanding under Effective Time: (i) Seller shall, or shall cause the CIT Loan Agreement applicable Business Entities to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to (A) the Initial Reinsurance Premium (LPT) as reflected in the Estimated Closing Statement, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 of the LPT Reinsurance Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by ▇▇▇▇▇ in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by ▇▇▇▇▇ in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing Statement. (b) an itemized list For the avoidance of all Transaction Expenses owed by doubt, notwithstanding the Target Companies as netting of the ClosingPurchase Price from the Initial Reinsurance Premium (LPT), including which the identity of each payee and the Company’s good faith estimate of the amount parties agree is to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent effected for the lenders under the CIT Loan Agreementsake of operational efficiency and ease of Closing funds flow only, an amount equal there is no ceding commission paid with respect to the lesser of the Available Closing Expense Amount and the Closing Debt Amount LPT Reinsurance Agreement. (unless Parent and CIT Northbridge Credit LLC c) Buyer may direct, upon written notice to Seller delivered as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, promptly as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of practicable after ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any ’s receipt of the Persons described Estimated Closing Statement and in the foregoing clause any event at least three (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (23) Business Days prior to the Closing Date Date, that Seller allocate the Transferred Investment Assets to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPT)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets to be transferred to any Trust Account shall be transferred in the manner set forth in the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the Company shall obtain definition thereof) and provide to Parent a payoff letter Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in customary form and which shall contemplate connection with the termination and release transfers of all Encumbrances relating assets to the CIT Loan Agreement upon receipt of LPT Trust Accounts, New Business Trust Account or the amount indicated in such payoff letter Reinsurers (the “Debt Payoff Letter”), and (iiincluding any re-registrations or re-titling thereof) the Company as contemplated by Section 2.3(a) shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed be borne by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary party required to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingmake such transfer.

Closing Payments. Part 1.11 of Buyer shall make the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company following payments by wire transfer of immediately available funds at the following times: (xi) at the Closing, pay the Estimated Unpaid Seller Expenses (if any) to CIT Northbridge Credit LLC each applicable third party payee to whom Estimated Unpaid Seller Expenses will be owing as agent of the Closing, in accordance with the terms of a payoff letter from each such third party payee; (ii) at the Closing, pay the Estimated Closing Indebtedness (if any) to each applicable creditor to whom Estimated Closing Indebtedness will be owing as of the Closing, in accordance with the terms of a payoff letter from each such creditor (provided that Estimated Closing Indebtedness that is in the form of accounts payable, trade payables or customer deposit balances shall not be paid at the Closing); (iii) at the Closing, transfer the Seller Representative Amount to the Payment Agent, pursuant to the terms of the Payment Agent Agreement, for further distribution to the lenders under Seller Representative; (iv) at the CIT Loan Closing, transfer to the Payment Agent an amount (in cash) equal to the cash portion of the Total Optionholder Closing Amount, less (A) any cash amounts owed to any Non-Israeli Optionholders who are not employees of the Company or any of its Subsidiaries as of the date hereof (as set forth in Section 1.4(f)(v)) and (B) any amounts described in Section 1.4(f)(vi), which amount shall be transferred by the Payment Agent to the Company, pursuant to the terms of the Payment Agent Agreement, for payment to all Non-Israeli Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof on the first practicable date it can be processed through payroll following the Closing, in accordance with Section 1.5(b) and the Proceeds Allocation Schedule; (v) at the Closing, transfer to the Payment Agent, pursuant to the Payment Agent Agreement, an amount (in cash) equal to the lesser cash portion of the Available Total Optionholder Closing Expense Amount owing to each Non-Israeli Optionholder that is not an employee of the Company or any of its Subsidiaries, in accordance with Section 1.5(b) and the Proceeds Allocation Schedule; (vi) at the Closing, transfer to the Payment Agent, in accordance with the Payment Agent Agreement, any consideration described in Section 1.5(b) with respect to Company 102 Shares and Company 102 Options held by the 102 Trustee, and with respect to payment to Israeli Optionholders that do not hold Company 102 Securities, to be paid to the 102 Trustee and held and released by the 102 Trustee in accordance with the Company’s agreement with the 102 Trustee, applicable Law (including the provisions of Section 102 of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including, where applicable, the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company, prior to Closing, or by Buyer or the Company after Closing with the consent of the Seller Representative); (vii) at the Closing, transfer the IIA Holdback Amount and the WSP Holdback Amount to the Escrow Agent, in accordance with the Escrow Agreement; (viii) at the Closing, transfer to the Payment Agent, pursuant to the terms of the Payment Agent Agreement, an amount (in cash) equal to the cash portion of the Total Warrantholder Closing Debt Amount, in accordance with Section 1.6(b) and the Proceeds Allocation Schedule; and (ix) at the Closing, pay (A) the Estimated Closing Purchase Price (less the amounts set forth in clauses (i) – (viii) above) and (B) the non-cash portion of each of the Total Optionholder Closing Amount and the Total Warrantholder Closing Amount, in each case, by transfer of such amounts to the Payment Agent, pursuant to the provisions of the Payment Agent Agreement. Buyer shall cause the Payment Agent to deliver to each: (x) Seller for each Company Share sold by such Seller consideration equal to the amount in cash and Buyer Common Stock as set forth opposite such Seller’s name in the Proceeds Allocation Schedule, in each case, less (A) applicable Tax withholding with respect to such Seller (to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such Seller) and (B) such Seller’s respective portion, in cash, of the Seller Representative Amount (unless Parent and CIT Northbridge Credit LLC such amount transferred to the Payment Agent, the “Closing Payment Fund”); provided, however, that any such amounts payable in consideration for Company 102 Securities shall be paid as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement set forth in connection with the consummation of the transactions contemplated herebySection 1.4(f)(vi), ; and (y) Optionholder and Warrantholder the amount of Buyer Common Stock as set forth opposite such Optionholder’s or Warrantholder’s name in the Proceeds Allocation Schedule. For purposes of this Agreement and for the avoidance of doubt, the parties hereto acknowledge and agree that the Seller Representative Amount shall be treated as having been paid to each Person who is owed a portion of the Equityholders at the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of for all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingapplicable Tax purposes.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company Acquiror will make (or cause to be made) the following payments, in each case by wire transfer of immediately available funds to the account or accounts designated by the payee in writing no later than two Business Days prior to the Closing Date: (xa) to CIT Northbridge Credit LLC the Escrow Agent for deposit in the respective accounts, the Working Capital Escrow Amount, the Escrow Amount and the Stockholder Representative Expense Holdback Amount; (b) on behalf of the Company, subject to receipt of customary payoff letters, the amount payable to each counterparty or holder of Indebtedness for borrowed money to the extent and as agent for set forth in the lenders under Preliminary Closing Statement in order to fully discharge such Indebtedness and terminate all applicable obligations and liabilities of the CIT Loan AgreementCompany and any of its Affiliates related thereto; (c) on behalf of the Company, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)Estimated Transaction Expenses, and (y) to each Person who is owed a portion thereof as set forth in the Preliminary Closing Statement (provided that in the case of Transaction Expenses consisting of bonuses subject to withholding, such amounts shall be paid to the Company for further distribution to the recipients thereof through the Company’s payroll system and the parties shall cause the Company to make such bonus payments through its payroll system on the Closing Transaction ExpensesDate; provided, further, that the Company shall accrue the amount of all such bonus payments in its accounts as specified in of immediately prior to the Transaction Expenses Payoff Instructions, such Person’s pro rata share of Effective Time); and (d) the Available Closing Advisory Expense Amount, subject Merger Consideration to a maximum of the GDC Cap Amount Securityholders (i) in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (amounts owed in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described Notes as set forth in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto Payoff Letter, which shall be obligations of the Surviving Corporation and shall be paid at Closing in a form reasonably satisfactory to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), Acquiror and (ii) to the Company shall provide to Parent documentation setting forth an itemized list extent any portion of the Closing Transaction Expenses owed by Merger Consideration remains after payments are made in respect of the Target CompaniesNotes, including the identity of each payee, dollar any amounts owed, bank wire instructions and any other information necessary due pursuant to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”Section 2.6(a). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingEffective Time, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (xthe “Escrow Fund”) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan terms and conditions of this Agreement and the terms and conditions of an Escrow Agreement, in the form attached hereto as Exhibit E (the “Escrow Agreement”). At the Closing and as set forth on the Securityholder Schedule (as hereinafter defined), an amount equal to the lesser product of (A) the Pro Rata Fraction for each Participating Securityholder and (B) the Escrow Amount shall be withheld from the amount otherwise payable to such Participating Securityholder pursuant to this Agreement and contributed to the Escrow Fund. Each distribution of cash made from the Escrow Fund to the Participating Securityholders shall be made in proportion to the respective Pro Rata Fractions of the Available Closing Participating Securityholders at the time of such distribution. (ii) At the Effective Time, Parent shall deliver the Representative Expense Amount to the Securityholder Representative (the “Representative Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Securityholder Representative for, any third party expenses pursuant to this Agreement and the Escrow Agreement. The Securityholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Participating Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Participating Securityholders at the Effective Time. At the Closing Debt and as set forth on the Securityholder Schedule, an amount equal to the product of (A) the Pro Rata Fraction for each Participating Securityholder and (B) the Representative Expense Amount (unless Parent shall be withheld from the amount otherwise payable to such Participating Securityholder pursuant to this Agreement and CIT Northbridge Credit LLC as agent for contributed to the lenders under Representative Expense Fund. Each distribution of cash made from the CIT Loan Agreement otherwise agree Representative Expense Fund to amend the CIT Loan Agreement such that no amounts are due under Participating Securityholders shall be made in proportion to the CIT Loan Agreement in connection with the consummation respective Pro Rata Fractions of the transactions contemplated hereby)Participating Securityholders at the time of such distribution. (iii) At the Effective Time, Parent shall deliver the Aggregate Closing Share Consideration to the Paying and Exchange Agent. Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying and Exchange Agent to the Company Stockholders. Earnings from such investments shall be the sole and exclusive property of Parent or the Surviving Corporation, and no part of such earnings shall accrue to the benefit of the Company Stockholders. (yiv) At the Effective Time, Parent shall deliver the Aggregate Closing Option Consideration to the Surviving Corporation. As soon as practicable following the Effective Time, but in no event later than the first full payroll cycle following the Effective Time, Parent shall cause the Surviving Corporation to pay to each Person who is owed a portion of Vested Optionholder the Closing Transaction Expenses, applicable Option Consideration as specified set forth in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.)Securityholder Schedule. Any amounts remaining payable to any of the Persons The payments described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto preceding sentence shall be obligations of effected through the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingCorporation’s payroll or accounts payable processes.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver on behalf of (or cause to be delivered) to the Company Paying Agent the Closing Cash Consideration by wire transfer of immediately available funds to the account designated in the Payment Schedule for such purpose such that the Paying Agent can make the payments pursuant to Section 2.07(b) on the Closing Date (xsubject to timely receipt of the required documentation in accordance with Section 2.07(b)). (ii) At the Closing, Buyer shall deliver (or cause to be delivered) to CIT Northbridge Credit LLC as agent for the lenders under Paying Agent, such that the CIT Loan AgreementPaying Agent can make payment to the Escrow Agent, an amount equal to the lesser Adjustment Escrow Amount by wire transfer of immediately available funds to the account designated by the Escrow Agent (the “Adjustment Escrow Account”). (iii) At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent, such that the Paying Agent can make payment to the Sellers’ Representative, the Sellers’ Representative Expense Fund, by wire transfer of immediately available funds to the account designated in the Payment Schedule for such purpose. (iv) At the Closing, Buyer shall deliver (or cause to be delivered) to the Paying Agent, such that the Paying Agent can make on behalf of the Available Closing Expense Amount Company payment of all amounts required to be paid under (A) the Payoff Letters delivered pursuant to Section 6.07 in order to fully discharge the Covered Indebtedness thereunder and (b) Invoices delivered pursuant to Section 6.07 in order to fully discharge the amounts owed to Persons thereunder, in each case, by wire transfer of immediately available funds to the account designated in such Payoff Letters and Invoices. (v) As promptly as practicable after the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for but in any event on the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated herebyClosing Date), upon the terms and subject to the conditions contained herein (yincluding the execution and delivery by the Lock-Up Holders of a Lock-Up Agreement and delivery of Investor Questionnaires and duly completed letters of transmittal), Parent will instruct its transfer agent to cause the Stock Consideration to be accepted into The Depository Trust Company and to be issued (in uncertificated book-entry form) to each Person who Seller that is owed a portion of an Accredited Investor in accordance with the instructions set forth in the Payment Schedule. (vi) On the Closing Transaction ExpensesDate, as specified Buyer will initiate (or cause to be initiated) wire transfer(s) of immediately available funds to the account designated in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of Payment Schedule for the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described payment set forth in the foregoing clause (yi) in excess of such that the amounts funded by Parent Paying Agent can make the payments pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2Section 2.07(b) Business Days prior to on the Closing Date (i) the Company shall obtain and provide subject to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon timely receipt of the amount indicated required documentation in such payoff letter accordance with Section 2.07(b)). On the Closing Date, Buyer will initiate (or cause to be initiated) wire transfer(s) of immediately available funds to the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list Paying Agent for purposes of making each of the Closing Transaction Expenses owed by payments set forth in the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof foregoing clauses (the “Transaction Expenses Payoff Instructions”ii)-(iv). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstanding.|US-DOCS\159043691.20||

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (ai) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of On the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the ClosingDate, Parent shall deliver on behalf of payment to the Company Payment Agent by wire transfer of immediately available funds an amount equal to the Initial Amount payable to (xA) Company Stockholders pursuant to CIT Northbridge Credit LLC Section 1.7(a) in exchange for all shares of Company Capital Stock and (B) holders of Company Warrants pursuant to Section 1.8(d) in exchange for all Company Warrants, in each case, in accordance with the Final Allocation Certificate. (ii) On the Closing Date, Parent shall deliver payment by wire transfer of immediately available funds to the Company, which the Company shall forward to its designee payroll service provider as agent for the lenders under the CIT Loan Agreementappropriate, an amount equal to the lesser aggregate amount of the Available Aggregate Consideration payable to each Vested Optionholder (with the exception of any Vested Optionholder who was granted Company Options as an independent contractor of Company) for payment to such Vested Optionholder (less any applicable withholding or other Taxes, or other amounts as required to be withheld) in the Company’s next payroll through the Company’s or Parent’s standard payroll procedures. Such payments shall be in accordance with the Final Allocation Certificate. (iii) On the Closing Expense Amount Date, Parent shall deliver payment to the Payment Agent by wire transfer of immediately available funds an amount equal to the aggregate amount of the Aggregate Consideration payable to each Vested Optionholder that was granted Company Options as an independent contractor of the Company for payment to such Vested Optionholder (less any applicable withholding or other Taxes, or other amounts as required to be withheld) in accordance with the Final Allocation Certificate. (iv) On the Closing Date, and subject to and in accordance with the provisions of this Agreement, Parent shall deliver payment to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow Amount, for deposit in the Indemnification Escrow Fund and the Adjustment Escrow Amount, for deposit in the Adjustment Escrow Fund. Each Company Holder shall be deemed to have contributed such Company Holder’s Pro-Rata Portion of the Indemnification Escrow Amount to the Indemnification Escrow Fund and the Adjustment Escrow Amount to the Adjustment Escrow Fund. (v) On the Closing Debt Amount (unless Parent Date, and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree subject to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement and in connection accordance with the consummation provisions of this Agreement, Parent shall deliver payment to the transactions contemplated hereby), and (y) to each Person who is owed a portion Stockholder Agent by wire transfer of immediately available funds the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense AmountStockholder Agent Fund, subject to a maximum and in accordance with Section 9.13(c). Each Company Holder shall be deemed to have contributed such Company Holder’s Pro-Rata Portion of the GDC Cap Amount Stockholder Agent Fund. (in vi) On the Closing Date, Parent shall deliver payment, directly or through the Payment Agent, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder or third party of outstanding Closing Indebtedness (including with respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPto unpaid Company Transaction Expenses) and as set forth on the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CapitalClosing Payment Certificate, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less pay off letters have been delivered to Parent no later than two three (23) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the amounts thereunder to remain outstandingDate.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of or cause to be delivered the Company following: 3.4.1. to an account designated in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreementfunds, an amount equal to the lesser of aggregate amount required to be paid with respect to the Available Closing Expense Amount Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)any Dissenting Shares, and (y) to each Person who is owed a portion of the Closing Transaction Expensesprovided, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by that Parent pursuant hereto shall be obligations of entitled to, and to instruct the Surviving Corporation Payments Administrator to, deduct and shall be paid withhold from the aggregate Per Share Consideration payable at Closing to the extent obligors of Available Cashthe promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement; 3.4.2. No less than two (2) Business Days to an account designated in writing by the Company prior to the Closing Date (i) Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company shall obtain and provide to Parent a payoff letter such Optionholders in customary form and which shall contemplate accordance with Section 3.2.4, but not later than five (5) Business Days following the termination and release of all Encumbrances relating Closing Date; 3.4.3. to an account designed in writing by the Payments Administrator prior to the CIT Loan Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the 2011 Agreement upon receipt (as directed by the 2011 Seller Representative); 3.4.4. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement; 3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing; 3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the amount indicated in such payoff letter (Escrow Agreement and to be disbursed by the “Debt Payoff Letter”), and (ii) Escrow Agent pursuant to the Company shall provide to Parent documentation setting forth an itemized list terms of the Closing Transaction Expenses owed Escrow Agreement and this Agreement; and 3.4.7. to an account designated in writing by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment Equityholder Representative prior to the CIT Loan Agreement Closing Date, by wire transfer of immediately available funds, an amount equal to permit the amounts thereunder Representative Fund Amount, to remain outstandingbe held and disbursed by the Equityholder Representative in accordance with this Agreement.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent Buyer shall deliver pay (or cause to be paid) the Closing Date Closing Cash Consideration as follows: (i) on behalf of the Company Company, the Closing Debt set forth on Schedule 1.2(b)(i) (the “Repaid Indebtedness”) to all holders of such Repaid Indebtedness, in the amounts owed to each such holder thereof as set forth in the applicable Payoff Letter, for purposes of satisfying in full such Repaid Indebtedness, to the accounts designated in the applicable Payoff Letter with respect thereto; (ii) on behalf of Sellers and the Company, the unpaid Transaction Expenses set forth on Schedule 1.2(b)(ii) to all service providers of such unpaid Transaction Expenses, in the amounts owned to each service provider thereof and as set forth and agreed to by Sellers’ Representative and Buyer pursuant to the Funds Flow Memorandum, for purposes of satisfying in full such unpaid Transaction Expenses, to the accounts designated on the Funds Flow Memorandum; (iii) to the Escrow Agent, the Escrow Amount paid in cash by wire transfer of immediately available funds per the terms of the Escrow Agreement; (xiv) to CIT Northbridge Credit LLC as agent the Escrow Agent, the Escrow Agent’s fee with respect to the Escrow Agreement; (v) to the R&W Policy insurer, the R&W Fees; and (vi) to Sellers’ Representative, for the lenders under the CIT Loan Agreementdistribution to Sellers in accordance with their Pro Rata Percentages, an aggregate amount equal to the lesser sum of the Available (A) Closing Expense Amount and Date Closing Cash Consideration (B) minus the Closing Debt Escrow Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby)collectively, and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff LetterClosing Amount”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any paid in cash or other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment immediately available funds to the CIT Loan Agreement to permit accounts and in the amounts thereunder to remain outstandingset forth on the Funds Flow Memorandum.