Common use of Closing Payments Clause in Contracts

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicable.

Closing Payments. 2.8.1 At Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall make the following payments (the “Closing Payments”):Buyer will deliver by wire transfer of immediately available funds to: (a) subject to Section 2.6 hereof, each holder of APX Common Shares, APX Series D Warrants, Solar Common Shares or 2GIG Common Shares, the aggregate dollar amount portion of the APX Closing Merger Consideration, Solar Closing Merger Consideration or 2GIG Closing Merger Consideration, as applicable, payable to satisfy any Closing Indebtedness to be paid at the Closing such holder as identified set forth on the Closing CertificatePayments Schedule, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement which amount will be paid by wire transfer of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent immediately available funds in accordance with Section 2.8.1(c)the instructions set forth in the Acknowledgement/Release Letter completed and executed by such holder; (b) subject to Section 2.6 hereof, each holder of APX Series A Preferred Shares or APX Series D Preferred Shares, the aggregate dollar amount payable to satisfy any Selling Expenses such holder pursuant to Section 1.7(a)(iii) or 1.7(a)(iv), as applicable, as set forth on the Persons entitled thereto Closing Payments Schedule, which amount will be paid by wire transfer of immediately available funds in accordance with invoices from the instructions set forth in the Acknowledgement/Release Letter completed and executed by such Persons provided holder; (c) subject to Section 2.6 hereof, each holder of Solar Series B Preferred Shares, the amount payable to such holder of Solar Series B Preferred Shares pursuant to Section 1.7(b)(iv) as set forth on the Closing Payments Schedule, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in the Acknowledgement/Release Letter completed and executed by such holder; (d) each Person listed on the Net Funded Debt Payment Schedule, the amount set forth opposite such Person’s name, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in the Net Funded Debt Payment Schedule; (e) each Person listed on the Transaction Expense Payment Schedule, the amount set forth opposite such Person’s name, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in the Transaction Expense Payment Schedule; (f) Alarm Contracts, LLC and RBS (as defined in the RBS Agreement), on behalf of AP AL LLC, the RBS Repurchase Amount, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth on the Estimated Closing Statement; (g) Riverwoods Capital Fund II, LLC and Riverwoods Capital Fund III, LLC, on behalf of Vivint, Inc., the Riverwoods Repurchase Amount, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth on the Estimated Closing Statement; (h) the Escrow Agent, (i) the APX Escrow Amount, to be held in the APX Escrow Fund, (ii) the Solar Escrow Amount, to be held in the Solar Escrow Fund, (iii) the 2GIG Escrow Amount, to be held in the 2GIG Escrow Fund, (iv) an amount equal to the Purchaser prior aggregate amount of the maximum potential APX Employee Post-Closing Payments listed on the APX Employee Payment Schedule (net of the portion thereof to be allocated to an Escrow Fund or a Representative Fund, as identified on the APX Employee Payment Schedule) (such aggregate amount, the “APX Employee Escrow Amount”), to be held in the APX Employee Escrow Fund, (v) the APX Adjustment Escrow Amount, to be held in the APX Adjustment Escrow Fund, (vi) the Solar Adjustment Escrow Amount, to be held in the Solar Adjustment Escrow Fund, and (vii) the 2GIG Adjustment Escrow Amount, to be held in the 2GIG Adjustment Escrow Fund; (i) the applicable Representative, (i) the APX Representative Expense Amount, to be held in the APX Representative Expense Fund, (ii) the Solar Representative Expense Amount, to be held in the Solar Representative Expense Fund, and (iii) the 2GIG Representative Expense Amount, to be held in the 2GIG Representative Expense Fund; (j) APX, the aggregate amount of the APX Employee Closing Payments as set forth on the APX Employee Payment Schedule, and Buyer will cause the APX Surviving Corporation to, on the first applicable scheduled payroll date following the Closing, pay to each applicable Person set forth thereon the applicable APX Employee Closing Payment as set forth on the APX Employee Payment Schedule; (k) Solar Sub, the aggregate amount of the Solar Sub Employee Closing Payments as set forth on the Solar Sub Employee Payment Schedule, and Buyer will cause Solar Sub to, on the first scheduled payroll date following the Closing, pay to each Person set forth thereon the applicable Solar Sub Employee Closing Payment as set forth on the Solar Sub Employee Payment Schedule; and (cl) the Adjustment Escrow Amount2GIG, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each aggregate amount of the 2GIG Employee Closing Payments shall be made in the amounts and to the Persons as set forth in on the Allocation 2GIG Employee Payment Schedule. With respect to distributions made or to be made at or in connection with , and Buyer will cause 2GIG to, on the first scheduled payroll date following the Closing, pay to each Person set forth thereon the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity applicable 2GIG Employee Closing Payment as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely set forth on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicable2GIG Sub Employee Payment Schedule.

Closing Payments. 2.8.1 (a) At the Closing, Buyer shall pay, or cause to be paid, on behalf of the Purchaser Company, to the accounts designated in the Payoff Letter, by wire transfer of immediately available funds, an amount equal to the Funded Debt as of the Closing Date (or such other amount as set forth in the Payoff Letter) owing to the applicable lender parties in accordance with the Payoff Letter. The Company shall make deliver the following payments (Payoff Letter to Buyer on or prior to the “Closing Payments”):second Business Day prior to the Closing. (ab) At the aggregate dollar amount to satisfy any Closing Indebtedness Closing, Buyer shall pay, or cause to be paid paid, to each Pre-Closing Holder (only if such Pre-Closing Holder has duly completed, executed and delivered to Buyer a Letter of Transmittal at least two (2) Business Days prior to the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”Date), to the applicable obligees identified in, and account designated in accordance withsuch Pre-Closing Holder’s Letter of Transmittal, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment portion of the Geneia Closing Payoff Amount directly Date Company Unit Consideration allocated to Geneia and (ii) such Pre-Closing Holder as set forth in the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; andDistribution Waterfall. (c) At the Adjustment Escrow Closing, Buyer shall pay, or cause to be paid, to the Company the UAR Payment Amount. The Surviving Company shall thereafter pay to each Pre-Closing Holder its portion of the UAR Payment Amount set forth next to such Pre-Closing Holder’s name in the Distribution Waterfall and via the Surviving Company’s normal payroll practices following the Closing, subject to applicable withholding Taxes. (d) At the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount Closing, Buyer shall deliver, or cause to be delivered, to the Escrow Agent via Agent, by wire transfer to an account designated by of immediately available funds, the Escrow Amount for the Escrow Agent to be deposited hold (the “Escrow Account”) and to disburse solely in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance accordance with the terms of this Agreement, each of Agreement and an escrow agreement to be executed at the Closing Payments shall be made by Buyer, the Escrow Agent and the Holder Representative in substantially the amounts and to form attached hereto as Annex D (the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with “Escrow Agreement”). (e) At the Closing, the Company Buyer shall pay, or cause to be responsible for instructing the Payments Administrator and the Surviving Entity as paid, to the distribution Holder Representative, by wire transfer of such amounts then deposited. Purchaserimmediately available funds to an account designated in writing by the Holder Representative at least one (1) Business Day prior to the Closing Date, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after Holder Representative Holdback Amount. (f) At the Closing, Purchaserpursuant to Section 3.2(c), Buyer shall cause the Payments Administrator and Company to deliver to Buyer the number of membership interests in the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement Company equal to the Payments Administrator number of membership units of Merger Sub issued and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect outstanding and held by Buyer immediately prior to the distribution of Effective Time. (g) At the Closing, Buyer shall or shall cause the Company to pay, all Estimated Closing Transaction Expenses to the parties owed such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableamounts.

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make pay the following payments Estimated Transaction Consideration as follows (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at Escrow Amount deposited by wire transfer of immediately available funds into the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), Escrow Account established pursuant to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment terms of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c)Agreement; (b) the aggregate dollar amount to satisfy any Indebtedness to be paid at the Closing (the “Closing Indebtedness Payments”) to the applicable lenders identified in, and in accordance with, the pay‑off letters (the “Pay‑Off Letters”) provided to the Purchaser prior to the Closing, which Pay‑Off Letters shall be in a commercially reasonable form satisfactory to the Purchaser and indicate that such lenders have agreed to release immediately all Liens relating to the properties and assets of the Companies upon receipt of the amounts indicated in such Pay‑Off Letters (other than any such Liens which relate to Indebtedness which shall not be paid at the Closing, which shall be Permitted Liens set forth on Schedule 6.1), provided that the Companies may use available cash to pay such Closing Indebtedness Payments on or prior to Closing in lieu of payment from the Estimated Transaction Consideration; (c) the aggregate dollar amount to satisfy any Selling Expenses that remain unpaid at Closing to the Persons entitled thereto in accordance with invoices or other relevant documentation from such Persons provided to the Purchaser prior to the Closing, provided that the Companies may use available cash to pay such Selling Expenses on or prior to Closing in lieu of payment from the Estimated Transaction Consideration; and (cd) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount balance to the Escrow Agent via Shareholders in cash by wire transfer of immediately available funds to an account accounts designated in writing to the Purchaser by the Escrow Agent Shareholders’ Representative prior to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made payable in accordance with the Allocation Schedule Certificate of Incorporation of FTW Holdings as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement follows: (A) first, to the Payments Administrator and holders of FTW Holdings’ Class A Common Stock according to their pro rata percentages as set forth on Schedule 2.1 until each such holder has received $1,330 per share (if there are insufficient funds to pay the Surviving Entity as provided hereinholders of the Class A Common Stock $1,330 per share, Purchaser then the payment shall have fulfilled its obligations with respect to such payment. Neither Purchaser be allocated among the holders of the Class A Common Stock on a pro rata basis), (including indirectly through the Surviving EntityB) nor the Payments Administrator shall have any liability whatsoever with respect second, to the distribution holders of the FTW Holdings’ Class B Common Stock according to their pro rata percentages as set forth on Schedule 3.4.1 until each such payments holder has received $10 per share (if there are insufficient funds to pay the holders of the Class B Common Stock $10 per share, then the payment shall be allocated among the Equityholders holders of the Class B Common Stock on a pro rata basis), and Geneia (C) the balance shall be paid to the holders of the Class A Common Stock and Class B Common Stock on a pro rata basis in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation percentages set forth on Schedule or any updates thereof from the Equityholders’ Representative, as applicable2.1.

Closing Payments. 2.8.1 (a) At the Closing, Purchaser shall, or shall cause the Purchaser shall make Merger Sub to pay on behalf of the following payments Company, to such accounts designated in any Payoff Letter with respect to the Credit Facility delivered at least two (2) Business Days prior to Closing, the “Closing Payments”):amount(s) set forth therein. (ab) At the Closing, Purchaser shall, or shall cause the Merger Sub to, pay out of the Closing Date Class A Merger Consideration to the Paying Agent, by wire transfer of immediately available funds, an amount equal to the sum of (i) the aggregate dollar amount Aggregate Common Stock Closing Payment Amount plus (ii) the Aggregate Preferred Stock Closing Payment Amount payable to satisfy any the Stockholders entitled to a portion of such amount, as set forth in the Pre-Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”)Statement, to the applicable obligees identified in, and in accordance with, account designated to Purchaser by the pay-off letters Paying Agent no later than two (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith2) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser Business Days prior to the Closing; provided. (c) At the Closing, howeverPurchaser shall, that or shall cause the Geneia Long Term Indebtedness shall be satisfied Merger Sub to, pay the Class B Merger Consideration and the Class C Merger Consideration, in each case, by (i) the payment wire transfer of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amountimmediately available funds, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); accounts designated to Purchaser by the Company no later than two (b2) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser Business Days prior to the Closing; and. (cd) At the Adjustment Escrow AmountClosing, Purchaser shall, or shall cause the Geneia Deferred Payoff Escrow Amount and Merger Sub to, pay out of the Indemnity Escrow Amount Closing Date Class A Merger Consideration to the Escrow Agent via Company, by wire transfer of immediately available funds, an amount equal to the Aggregate Option Closing Payment Amount payable to the Optionholders entitled to a portion of such amount, as set forth in the Pre-Closing Statement to an account designated by the Company to Purchaser no later than two (2) Business Days prior to the Closing Date. (e) At the Closing, Purchaser shall pay, or shall cause the Surviving Company to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the account(s) designated by the Company on the Pre-Closing Statement. (f) At the Closing, Purchaser shall, or shall cause the Merger Sub to, deposit out of the Closing Date Class A Merger Consideration, by wire transfer of immediately available funds, an amount equal to the Adjustment Escrow Agent Amount, to be deposited in separate accounts as provided held in the Adjustment Escrow Agreement; and 2.8.2 Subject to compliance Account in accordance with the terms of this the Escrow Agreement. (g) At the Closing, each Purchaser shall, or shall cause the Merger Sub to, transfer, out of the Closing Payments shall be made in the amounts and Date Class A Merger Consideration, by wire transfer of immediately available funds, an amount equal to the Persons Stockholder Representative Expense Amount, to the Stockholder Representative Expense Account as set forth in designated by the Allocation Schedule. With respect to distributions made or Stockholder Representative on the Pre- Closing Statement, to be made at or held, used and disbursed by the Stockholder Representative in connection accordance with the terms of Section 11.15. (h) At the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as transfer, by wire transfer of immediately available funds, an amount equal to the distribution of such amounts then deposited. PurchaserSpecial Escrow Amount, to the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect theretoSpecial Escrow Account, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closingheld, Purchaser, the Payments Administrator used and the Surviving Entity may rely on the updated Allocation Schedule provided disbursed by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableof Article 10.

Closing Payments. 2.8.1 At Subject to the Closingterms and conditions of this Agreement, at the Purchaser shall make the following payments (the “Closing Payments”):Time: (a) the aggregate dollar amount to satisfy any Closing Indebtedness Purchasers shall pay (or cause to be paid at by advancing funds to FB) the Closing as identified on the Closing Certificateamount that is necessary to repay and retire any outstanding Company Debt, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), by wire transfer of immediately available funds to the applicable obligees identified in, and lenders or other creditors of the Company as set forth in accordance with, the pay-off applicable payoff letters (including delivered by the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable Sellers’ Representative to the Purchaser provided to the Purchaser Purchasers no later than one Business Day prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c)Date; (b) the aggregate dollar Purchasers shall pay (or cause to be paid by advancing funds to FB) the amount that is necessary to satisfy any Selling pay the Transactions Expenses in full by wire transfer of immediately available funds to such accounts and in such amounts as designated in writing by the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser Sellers’ Representative prior to the Closing; and; (c) the Adjustment Escrow Amount, Purchasers shall pay (or cause to be paid) the Geneia Deferred Payoff Preliminary Purchase Price as follows: (i) the Escrow Amount and the Indemnity Escrow Amount shall be paid by wire transfer of immediately available funds to the Escrow Agent via wire transfer to an account designated by for deposit into the Escrow Agent to be deposited in separate accounts as provided in the Escrow AgreementAccount; and 2.8.2 Subject to compliance with (ii) the terms of this Agreement, each remainder of the Closing Payments Preliminary Purchase Price shall be made in the amounts and paid to the Persons Sellers’ Representative, in his capacity as set forth in paying agent (for the Allocation Schedule. With respect to distributions made or to be made at or in connection with benefit of the ClosingSeller Parties), allocated among the Company shall be responsible for instructing Seller Parties as the Payments Administrator and the Surviving Entity as Sellers’ Representative may advise prior to the distribution Closing Date, by wire transfer of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all immediately available funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after instructions received from the Closing, PurchaserSellers’ Representative; (d) immediately upon receipt of the Preliminary Purchase Price, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the EquityholdersSellers’ Representative shall pay to Hi-Crush the amount of $15,000,000 in exchange for distributions and shall have no responsibility or liability with respect theretothe Issued Units, provided that the distributions are made by wire transfer of immediately available funds in accordance with instructions received from Hi-Crush; and (e) FB shall assign its right to receive the Allocation Schedule Contingent Consideration, as updated by part of the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement Distribution, to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the EquityholdersSellers’ Representative, in his capacity as applicablepaying agent (for the benefit of the Seller Parties), allocated among the Seller Parties as the Sellers’ Representative may advise prior to the Closing Date.

Closing Payments. 2.8.1 (a) The completion of the Standby Purchase (the “Closing”) shall take place at the offices of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP in New York, New York, on the date on which all of the conditions to the occurrence of the Effective Date (other than the condition of receipt of payment from the Standby Purchasers of the Purchase Price in respect of their Standby Purchase) have been satisfied or waived and all of the conditions set forth under Sections 6 and 7 have been satisfied or waived by the Company or the Standby Purchasers (as applicable), or at such other location or on such other date as may be mutually agreed by the Company and the Standby Purchasers (the day on which the Closing takes place being the “Closing Date”). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date and all documents and instruments will be deemed to have been delivered simultaneously at such time. (b) At the Closing, each Standby Purchaser hereby agrees, severally, but not jointly, to pay the Company the aggregate Subscription Price for its Standby Percentage of the Standby Purchase Shares to be purchased by such Standby Purchaser shall make the following payments hereunder (the “Closing Payments”): (a) aggregate of such payments by all of the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectivelyStandby Purchasers, the “Closing Indebtedness PaymentsPurchase Price”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer of immediately available funds to an account designated by the Escrow Agent Company at least three Business Days prior to the scheduled Closing Date. (c) At the Closing, upon receipt in full of the aggregate Subscription Price for each Standby Purchaser’s Standby Percentage of the Standby Purchase Shares to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, purchased by each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the ClosingStandby Purchaser hereunder, the Company shall deliver to such Standby Purchaser (or its designees) stock certificates or evidence of book-entry record ownership representing the Standby Purchase Shares to be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of issued by the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Standby Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have pursuant to this Agreement, free and clear of any liability whatsoever with respect to the distribution of Liens, except Liens created by or otherwise resulting from actions by such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableStandby Purchaser.

Closing Payments. 2.8.1 (a) At the Closing, Buyer will deliver, or cause to be delivered, an amount in cash equal to: (i) the Purchaser shall make Estimated Purchase Price minus (ii) the following payments Adjustment Escrow Deposit Amount minus (iii) the Receivables Escrow Deposit Amount minus (iv) the Representative Expense Fund (the “Closing PaymentsPayment”):) to Sellers, in accordance with their respective Closing Percentages, by wire transfer of immediately available funds in accordance with the Seller Payment Instructions. Each Seller agrees that (A) Buyer shall be entitled to rely on the Seller Payment Instructions in making payments under this Section 1.03, Section 1.04 and any other payments to Sellers pursuant to this Agreement, and (B) Buyer shall not be responsible for the calculations or the determinations regarding such calculations in the Seller Payment Instructions. (ab) At the aggregate dollar amount to satisfy any Closing Indebtedness Closing, Buyer will deliver, or cause to be paid at the Closing as identified on the Closing Certificatedelivered, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); by wire transfer of immediately available funds the (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (cx) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Deposit Amount and the Indemnity (y) Receivables Escrow Amount Deposit Amount, to the Escrow Agent via wire transfer to an account separate escrow accounts designated by the Escrow Agent no later than five (5) Business Days prior to be deposited in separate accounts as provided in the Closing Date (the “Escrow Agreement; and 2.8.2 Subject Accounts”) and established pursuant to compliance with the terms of this Agreement, each an escrow agreement to be dated as of the Closing Payments Date and in the form attached as Exhibit C (the “Escrow Agreement”), among Buyer, Seller Representative and the Escrow Agent. The Escrow Agent shall (i) maintain the Adjustment Escrow Funds separately from other funds held by the Escrow Agent (including the Receivables Escrow Funds) in the Adjustment Escrow Account, and (ii) maintain the Receivables Escrow Funds separately from other funds held by the Escrow Agent (including the Adjustment Escrow Funds) in the Receivables Escrow Account, and such Receivables Escrow Funds shall be made in the Buyer’s sole and exclusive source of recovery for any amounts and owing to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with Buyer or, following the Closing, the Company shall or its Subsidiaries pursuant to Section 10.06. (c) At the Closing, Buyer will pay, or cause to be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaserpaid, the Payments Administrator and the Surviving Entity may rely on such instructions behalf of the Company and shall have no responsibility or liability with respect theretoits Subsidiaries, provided, that such Company instructions are followed and all Estimated Transaction Expenses in cash by wire transfer of immediately available funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated applicable Transaction Expenses Invoices. (d) At the Closing, Buyer will pay, or cause to be paid, to the Seller Representative, on behalf of Sellers, the Representative Expense Fund in cash by wire transfer of immediately available funds to the accounts designated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement Company at least five (5) Business Days prior to the Payments Administrator and Closing Date. (e) At the Surviving Entity as provided hereinClosing, Purchaser shall have fulfilled its obligations with respect Buyer will pay, or cause to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect be paid, to the distribution each holder of such payments among the Equityholders and Geneia Payoff Indebtedness in cash by wire transfer of immediately available funds in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableapplicable Payoff Letters.

Closing Payments. 2.8.1 Subject to the full satisfaction (or waiver in accordance with ARTICLE VIII) of the closing conditions set forth in ARTICLE VIII (other than the conditions that by their nature only can be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the Closing, Buyer will make the payments set forth below: (a) At the Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) the aggregate dollar Buyer will deliver an amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), equal to the applicable obligees identified in, and in accordance with, Estimated Purchase Price minus the pay-off letters (including the agreement Adjustment Escrow Deposit Amount to Seller by wire transfer of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable immediately available funds to the Purchaser provided to the Purchaser account designated by Seller no later than two (2) Business Days prior to the Closing Date. (b) At the Closing; provided, however, that Buyer will deliver the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Deposit Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to be deposited in separate accounts as provided in the Closing Date (the “Adjustment Escrow Agreement; and 2.8.2 Subject Account”) and established pursuant to compliance with the terms of this Agreement, each an escrow agreement to be dated as of the Closing Payments shall be made Date and substantially in the form attached as Exhibit A (the “Adjustment Escrow Agreement”), among Buyer, Seller and the Escrow Agent. The Adjustment Escrow Account will be maintained separately from other funds held by the Escrow Agent and will be Buyer’s sole and exclusive source of recovery for any amounts and owing to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with Buyer or, following the Closing, the Company shall be responsible for instructing or its Subsidiaries under Section 1.04. (c) At the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. PurchaserClosing, the Payments Administrator and the Surviving Entity may rely Buyer will pay, on such instructions behalf of the Company and shall have no responsibility or liability with respect theretoits Subsidiaries, provided, that all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated in invoices delivered by the Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect at least two (2) Business Days prior to distributions to be made after the Closing Date. (d) At the Closing, PurchaserBuyer will pay, on behalf of the Payments Administrator Company and its Subsidiaries, all amounts required to be paid under the Surviving Entity may rely on payoff letters delivered pursuant to Section 6.08 in order to fully discharge the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement Indebtedness owed to the Payments Administrator and the Surviving Entity as provided hereinPersons thereunder, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect by wire transfer of immediately available funds to the distribution of accounts designated in such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicablepayoff letters.

Closing Payments. 2.8.1 At Contemporaneously with the Closingfiling of the Certificate of Merger, the Purchaser shall make pay or cause to be paid the following amounts by wire transfers of immediately available funds, which payments (shall not, in the “Closing Payments”):aggregate, exceed the Adjusted Total Merger Consideration: (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), each Preferred Stockholder holding a Stock Certificate that immediately prior to the applicable obligees identified in, Effective Time represented Outstanding Preferred Shares and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable who has delivered to the Purchaser provided to the Purchaser a completed and duly executed Letter of Transmittal and such Stock Certificate prior to the Closing; provided, however, that an amount equal to the Geneia Long Term Indebtedness shall be satisfied by product of (i) the payment number of the Geneia Closing Payoff Amount directly to Geneia and Outstanding Preferred Shares previously represented by such Stock Certificate, multiplied by (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c)Preferred Stock Per Share Total Merger Consideration for each such share; (b) the aggregate dollar amount to satisfy any Selling Expenses each Common Stockholder holding a Stock Certificate that immediately prior to the Persons entitled thereto in accordance with invoices from such Persons provided Effective Time represented Outstanding Common Shares and who has delivered to the Purchaser a completed and duly executed Letter of Transmittal and such Stock Certificate prior to the Closing, an amount equal to the product of (i) the number of Outstanding Common Shares previously represented by such Stock Certificate, multiplied by (ii) the Common Stock Per Share Merger Consideration; and (c) to each Optionholder who has delivered to the Adjustment Escrow AmountPurchaser a completed and duly executed Option Surrender Agreement prior to the Closing, an amount equal to the aggregate Option Consideration for the Outstanding In-the-Money Option Shares surrendered pursuant to the Option Surrender Agreement. Not later than three (3) Business Days prior to Closing, the Geneia Deferred Payoff Escrow Amount Company shall provide a detailed schedule (inclusive of wire instructions) as to all payments required at Closing under this Section 2.11. In addition to the Common Stock Per Share Merger Consideration and the Indemnity Escrow Amount Preferred Stock Per Share Merger Consideration payable under this Section 2.11, the holders of the Shares and Options may become entitled to the Escrow Agent via wire transfer to an account designated Additional Per Share Merger Consideration in accordance with Section 11.12. Any such Additional Per Share Merger Consideration shall be paid by the Escrow Agent to be deposited holders of the Shares and Options entitled thereto in separate accounts as provided in accordance with Section 11.12 and the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicable.

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with At the Closing, the Company shall (i) pay, or cause to be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaserpaid, the Payments Administrator and Company Indebtedness, (ii) except as otherwise agreed in writing among the Surviving Entity may rely on such instructions of Parent, the Company and shall have no responsibility any holder (each, a "Unit Holder") of a phantom stock unit (a "Unit") issued under the Phantom Stock Plan, pay to the Disbursement Agent for distribution to the Unit Holders the aggregate amount owed on the Closing Date under each vested and unvested Unit that is outstanding immediately prior to the Effective Time (the "Phantom Deferred Compensation"), (iii) pay, or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions cause to be made after paid, the aggregate amount owed under the Company's value creation pool (the "Other Deferred Compensation" and together with the Phantom Deferred Compensation, the "Deferred Compensation") and (iv) pay, or cause to be paid, all fees and expenses incurred by the Company in connection with the transactions contemplated by this Agreement including without limitation the fees payable to Mor▇▇▇ ▇▇a▇▇▇▇ & Co. Incorporated (the "Closing Fees" and, collectively with the Company Indebtedness and the Deferred Compensation, the "Closing Date Payments"). The amount of the Closing Date Payments shall be transferred on the Closing Date from Parent to the Company on behalf of and for the benefit of the Common Stockholders or, at the Representatives' option, Parent shall satisfy the Company's obligations set forth in this Section 2.5 by paying such amounts directly to the recipients thereof on the Closing Date. Not less than two (2) Business Days prior to the Closing, Purchaserthe Company shall deliver to Parent a statement (the "Closing Payment Statement") setting forth the amount of the Closing Date Payments. (b) At the Closing, Parent shall deposit cash in the Payments Administrator and amount of Fifteen Million Dollars ($15,000,000) (the Surviving Entity may rely on "Escrow Amount") in an escrow account to be maintained with Wilmington Trust Company (the updated Allocation Schedule provided "Escrow Agent"), which shall be held in connection with (i) any potential payments to Parent by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required Common Stockholders pursuant to Section 2.7 of it under this Agreement and (ii) any potential reimbursement of Parent from the Escrow Fund pursuant to the Payments Administrator and the Surviving Entity as provided herein, Purchaser Section 9.1 of this Agreement. The Escrow Amount shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with be held under the terms hereof, provided such payments were actually disbursed of an escrow agreement (the "Escrow Agreement") substantially in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableform of Exhibit 2 attached hereto.

Closing Payments. 2.8.1 (a) Schedule 2.3(a) (the “Payments Schedule”) sets forth: (i) the Outstanding Debt (the “Debt Payment Schedule”) owed to each Person listed on such Debt Payment Schedule (A) to be paid as of the Closing, together with wire transfer instructions for each such Person, and (B) to remain outstanding; (ii) the amount necessary to fully discharge the Transaction Expenses (the “Transaction Expenses Schedule”), together with wire transfer instructions for each Person who is owed payment therefor; (iii) the NWMI Sellers’ good faith calculations of the NWMI Net Working Capital and the NWMI NWC Adjustment; and (iv) Valley Seller’s good faith calculations of the Valley Net Working Capital and the Valley NWC Adjustment. (b) At the Closing, the Purchaser Holdco shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness pay or cause to be paid at the Closing as identified on the Closing Certificateto NWMI Corbel Seller, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), an amount in cash equal to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow NWMI Corbel Cash Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar which amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via will be paid by wire transfer of immediately available funds to an account designated by the Escrow Agent to be deposited NWMI Manager Seller in separate accounts as provided in the Escrow Agreement; andwriting. 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with (c) At the Closing, Holdco shall cause Newco to pay or cause to be paid by wire transfer of immediately available funds to: (i) each Person listed on the Company shall Debt Payment Schedule with respect to which Outstanding Debt is to be responsible for instructing the Payments Administrator and the Surviving Entity as repaid, an amount in cash equal to the distribution of amount set forth opposite such amounts then deposited. PurchaserPerson’s name on the Debt Payment Schedule, the Payments Administrator and the Surviving Entity may rely on such instructions behalf of the Company Acquired Companies and shall have no responsibility or liability with respect theretoSellers, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to which amount will be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made paid in accordance with the Allocation instructions set forth on the Debt Payment Schedule as updated by and the Equityholders’ Representative applicable payoff letters delivered pursuant to Section 2.5(a)(vii); (ii) each Person listed on the Transaction Expenses Schedule, an amount in cash equal to the amount set forth opposite such Person’s name on the Transaction Expenses Schedule, on behalf of the Acquired Companies and all funds are actually disbursed Sellers, which amount will be paid in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement the instructions set forth on the Transaction Expenses Schedule; (iii) the Escrow Agent, an amount in cash equal to the Payments Administrator sum of (A) the Valley Escrow Amount, which amount will be paid by wire transfer of immediately available funds in accordance with the wire transfer instructions of the Escrow Agent and held in the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia Valley Escrow Account in accordance with the terms hereofof the Escrow Agreement plus (B) the NWMI Manager Escrow Amount, provided such payments were actually disbursed which amount will be paid by wire transfer of immediately available funds in accordance with the Allocation Schedule or any updates thereof from wire transfer instructions of the Equityholders’ RepresentativeEscrow Agent and held in the NWMI Manager Escrow Account in accordance with the terms of the Escrow Agreement; (iv) NWMI Manager Seller, as applicablean amount in cash equal to the NWMI Manager Cash Amount (calculated based on the Payments Schedule) less the NWMI Manager Escrow Amount, which amount will be paid by wire transfer of immediately available funds to an account designated by NWMI Manager Seller in writing; and (v) Valley Seller, an amount in cash equal to the Valley Cash Amount (calculated based on the Payments Schedule) less the Valley Escrow Amount, which amount will be paid by wire transfer of immediately available funds to an account designated by Valley Seller in writing.

Closing Payments. 2.8.1 (a) At the Closing, the Purchaser shall make pay to Seller, in exchange for the following payments Purchased Equity, an amount (the “Closing PaymentsPayment”): (a) equal to the aggregate dollar amount to satisfy any Closing Indebtedness total of the Purchase Price less the Escrow Amount less 50% of the Escrow Fees less Transaction Expenses, such Transaction Expenses to be paid at evidenced by written invoices with respect thereto, dated as of the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement Date or within a reasonable period of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser time prior to the Closing Date and including the aggregate amount fully to discharge such obligations as of the Closing Date (the “Invoices”). (b) No later than one (1) Business Day prior to the Closing Date, Seller will deliver to Purchaser a schedule of the Transaction Expenses supported by the Invoices and including wire instructions for Seller and those Persons to whom the Transaction Expenses will be paid. (c) Upon the terms and subject to the conditions of this Agreement, at the Closing; provided, howeverPurchaser shall pay, that by wire transfer of immediately available funds in accordance with the Geneia Long Term Indebtedness shall be satisfied wire instructions provided by Seller pursuant to Section 2.2(b) above, the following: (i) the payment of Closing Payment, to Seller, to the Geneia Closing Payoff Amount directly to Geneia and account designated by Seller; (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount Fees and Indemnity Escrow Amount to the Escrow Agent Agent, in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses each case, to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent and, in the latter case to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made held or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereofof the Escrow Agreement and Section 10.8(b); and (iii) cash in the amounts required to pay the Transaction Expenses in full as of the Closing, provided such payments were actually disbursed in accordance with the Allocation Schedule or Invoices, to the accounts designated by each Person to whom such expenses are to be paid. (d) The Escrow Funds will be governed by the Escrow Agreement. The Escrow Amount (and any updates thereof from interest thereon) will be held in escrow for a period of twelve (12) months following the Equityholders’ RepresentativeClosing for the purpose of addressing Seller’s indemnification obligations to Purchaser under Article X hereof, as applicableincluding without limitation the special indemnity in Section 10.2(a)(v).

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) At or promptly following the aggregate dollar amount to satisfy Effective Time, but in any Closing Indebtedness event within one (1) business day following the Effective Time, Parent shall make (or shall cause to be paid at made) the Closing as identified following payments: (i) on behalf of the Closing CertificateCompany, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”)by wire transfer of immediately available funds, to the applicable obligees identified inaccount designated in writing by the Transaction Expense Recipient and Indebtedness Recipient who has delivered a Payoff Letter, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable an amount equal to the Purchaser provided Transaction Expenses or Indebtedness owing to the Purchaser prior to the Closing; providedsuch Transaction Expense Recipient or Indebtedness Recipient, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreementapplicable, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect Payment Spreadsheet; (ii) to distributions made the Company or its payroll agent as appropriate to be made at or process such payments through the Company’s normal payroll procedure, the MIP Closing Payment as set forth in connection with the ClosingPayment Spreadsheet, which the Company shall cause to be responsible for instructing the Payments Administrator and the Surviving Entity as promptly paid through its normal payroll procedures to the distribution of Persons receiving such amounts then deposited. Purchaser, payments as set forth in the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect Payment Spreadsheet; (iii) to distributions each Effective Time Holder who has delivered to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement Parent at least one (1) business day prior to the Payments Administrator Closing a fully executed Letter of Transmittal and the Surviving Entity as provided hereinCompany Stock Certificates, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser Effective Time Holder’s shares of Series AA Preferred Stock, by wire transfer of immediately available funds, to such accounts designated in writing by each such Effective Time Holder, an amount equal to, less any applicable withholding, the sum of: (including indirectly through A) (i) the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect number of shares of Series AA Preferred Stock held by such Effective Time Holder immediately prior to the distribution Effective Time, multiplied by (ii) the Per Share Amount. (b) Parent shall retain the portion of such payments among the Equityholders Transaction Expenses and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ RepresentativeIndebtedness payable to Transaction Expense Recipients and Indebtedness Recipients, as applicable, who fail to deliver fully executed Payoff Letters prior to the Effective Time. After the Effective Time, following the delivery of applicable Payoff Letters, Parent shall, as promptly as practicable, pay the applicable Transaction Expenses to such Transaction Expense Recipients and Indebtedness to such Indebtedness Recipients by check or wire transfer of immediately available funds. (c) If any Effective Time Holder fails to deliver a fully executed Letter of Transmittal and Company Stock Certificates in respect of his Series AA Preferred Stock at least one (1) business day prior to the Closing, Parent shall retain the aggregate Per Share Amount payable to such Effective Time Holder. After the Effective Time and following the delivery of Letters of Transmittal and Company Stock Certificates as applicable, Parent shall, as promptly as practicable but in any event within ten (10) business days following such delivery, pay the applicable aggregate Per Share Amount (less any applicable withholding), to such Effective Time Holder, by check or wire transfer of immediately available funds.

Closing Payments. 2.8.1 (a) At the Closing, the Purchaser Parent shall make the following payments (the “Closing Payments”):deliver or cause to be delivered, or pay or cause to be paid, as applicable: (ai) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser Company Common Stockholder holding a Certificate that immediately prior to the Closing; providedEffective Time represented Outstanding Shares, howeverpromptly upon receipt by Parent of a completed and duly executed Letter of Transmittal and applicable Certificate, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amounta Parent Stock Certificate, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts name and to the Persons denomination as set forth in the Allocation Schedule. With Merger Consideration Certificate, representing the Merger Consideration; and (ii) to each Company Restricted Stockholder, a Restricted Stock Transition Document. (b) Each of the Surviving Entity and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Company Stockholder pursuant to this Article 2 any amounts as the Surviving Entity or Parent, as the case may be, is required to deduct and withhold with respect to distributions payment under any provision of federal, state or local income Tax law. If the Surviving Entity or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholders in respect of which the Surviving Entity or the Parent, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on the consideration payable to Company Stockholders pursuant to this Article 2 upon the delivery of Certificates. (c) Parent will, within five (5) Business Days after the 270th day following the Closing Date, return to the Surviving Entity any portion of the consideration remaining to be made at paid to Company Stockholders pursuant to this Article 2 who have not yet surrendered their Certificates or in connection with perfected their rights of appraisal, as the Closingcase may be, the and any other funds which are to be distributed to Company Stockholders. Any Company Stockholders shall thereafter be responsible for instructing the Payments Administrator entitled to look only to Parent and the Surviving Entity as to for payment of their claims for the distribution of such amounts then deposited. Purchaserconsideration set forth in Sections 2.6, the Payments Administrator 2.7 and the Surviving Entity may rely on such instructions of the Company and in this Section 2.11, without interest thereon. (d) If any Certificate shall have no responsibility been lost, stolen or liability with respect theretodestroyed, provided, upon the making of an affidavit of that fact by the Person claiming such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions Certificate to be lost, stolen or destroyed and, if required by Parent, an indemnity against any claim that may be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of against it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser Certificate, the Parent will issue in exchange for such lost, stolen or destroyed Certificate the consideration otherwise payable pursuant to this Article 2. (including indirectly through e) Any Parent Stock Certificates delivered or shares of Parent Restricted Stock paid for the Surviving Entity) nor benefit of a Company Stockholder that are attributable to a Dissenting Share shall be available to pay the Payments Administrator shall have any liability whatsoever with respect to the distribution fair value of such payments among Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableDGCL.

Closing Payments. 2.8.1 At the Closing, the Purchaser Parent shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness pay or cause to be paid at the Closing as identified on following amounts: (i) Parent shall pay or cause to be paid to each payee under the Closing CertificateLoan Agreements, including to an account designated by such payee in writing, the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness amount of Debt specified in such payee’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) Parent shall deposit or cause to be deposited the Escrow Amount, the Supplemental Escrow Amount, the ▇▇▇▇▇▇▇ Escrow Amount and the Mexico Lawsuit Escrow Amount with the Escrow Agent; (iii) Parent shall pay or cause to be paid to the Representative the Representative Holdback; (iv) Parent shall pay or cause to be paid 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 4.1 (collectively, the sum of such payments for all payees of Company Transaction Costs being hereinafter referred to as the “Paid Company Transaction Costs”); (v) Parent shall pay or cause to be paid, in a single lump sum payment, to each employee who is employed by the Company as of 5:00 p.m. on the date immediately preceding the Closing Date, the amount of the Employee Retention Payments set forth opposite such employee’s name on Company Disclosure Schedule 1.1 in the column entitled “Closing Indebtedness PaymentsRetention Payment Amount”), net of any applicable withholding Taxes; (vi) Parent shall pay or cause to be paid to each Stockholder that delivers a completed and duly executed a letter of transmittal in the form attached hereto as Exhibit E (each, a “Letter of Transmittal”) and all applicable obligees identified in, and in accordance with, the pay-off letters Certificates for cancellation to Parent at least two (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith2) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser Business Days prior to the ClosingClosing Date, an amount to be set forth on the Closing Capitalization Schedule equal to the sum of: (A) such Stockholder’s Applicable Percentage of the Closing Common Merger Consideration; providedplus (B) with respect to each such Stockholder holding Outstanding Series A Preferred Shares, howeverthe product of the Series A Liquidation Preference multiplied by the number of Outstanding Series A Preferred Shares held by such Stockholder; plus (C) with respect to each such Stockholder holding Outstanding Series B Preferred Shares, the product of the Series B Liquidation Preference multiplied by the number of Outstanding Series B Preferred Shares held by such Stockholder; and (vii) Parent shall pay or cause to be paid to each Optionholder that delivers a completed and duly executed Option Surrender Agreement in the Geneia Long Term Indebtedness form attached hereto as Exhibit F (each, an “Option Surrender Agreement”) to Parent prior to the Closing Date, an amount to be set forth on the Closing Capitalization Schedule equal to such Optionholder’s Applicable Percentage of the Closing Common Merger Consideration. All of the forgoing payments shall be satisfied made by (iwire transfer of immediately available funds, except for those payment identified in Sections 2.10(a)(v) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) vii), which shall be delivered by Parent to Payroll Agent and distributed to such recipients by the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Payroll Agent in accordance with Section 2.8.1(c2.10(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicable.

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount Not less than five (5) Business Days prior to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing CertificateDate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness Seller shall deliver to Buyer (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewithx) a written statement in form and substance reasonably acceptable to Buyer and signed by the Purchaser provided to Chief Financial Officer of the Purchaser prior to Seller (the Closing; provided, however, that “Closing Estimated Statement”) setting forth the Geneia Long Term Indebtedness shall be satisfied by (i) the payment estimated Working Capital as of the Geneia date of the Closing Payoff Amount directly Date (the “Estimated Working Capital”), (ii) (A) the amount, if any, by which the Estimated Working Capital is greater than the Working Capital Target (a “Closing Date Working Capital Surplus”), or (B) the amount, if any, by which the Working Capital Target is greater than the Estimated Working Capital (a “Closing Date Working Capital Deficiency”), (iii) the amount of Indebtedness of Seller, (iv) the amount of the Transaction Expenses, and (v) the resulting estimated Closing Payment (the “Estimated Closing Payment”) based on the estimates described in clauses (i) – (iv). The “Closing Payment” shall be a U.S. Dollar amount equal to Geneia the Purchase Price, plus the Closing Date Working Capital Surplus, if any, or minus the Closing Date Working Capital Deficiency, if any (as applicable), minus the Indebtedness of Seller, minus the Transaction Expenses. The Closing Estimated Statement, and each component thereof, shall be prepared in good faith and in a manner consistent with the Working Capital Principles and the applicable definitions of this Agreement and methodologies contained therein. The Closing Estimated Statement shall contain reasonably detailed support for each calculation set forth therein. After delivery of the Closing Estimated Statement, the Seller shall, and shall cause its officers and representatives to, (i) provide reasonable access to the Buyer and its representatives to the books and records and work papers used in the preparation of the Closing Estimated Statement and (ii) cooperate with and assist the payment Buyer and its representatives in connection with their review of the Geneia Deferred Payoff Escrow AmountClosing Estimated Statement and the materials described in clause (i), Adjustment Escrow Amount including (without limitation) making available their senior management employees, accountants and Indemnity Escrow Amount other personnel who were involved in the preparation of the Closing Estimated Statement. Seller shall consider in good faith any revisions Buyer proposes in writing to the Escrow Agent Closing Estimated Statement and make appropriate revisions agreed to by Seller to the Closing Estimated Statement in accordance with Section 2.8.1(c);its good faith determination; provided, that each Party acknowledges and agrees that ▇▇▇▇▇’s proposal of revisions or failure to propose any revisions to the Closing Estimated Statement shall not be deemed to waive or otherwise impair any rights of Buyer pursuant to this Agreement. (b) the aggregate dollar amount to satisfy any Selling Expenses Subject to the Persons entitled thereto delivery of the items set forth in Section 11.2(d), at the Closing, Buyer shall pay, or cause to be paid, the Purchase Price as follows: (i) to each holder of Indebtedness of Seller pursuant to the Payoff Letters, the amount required to repay in full all Indebtedness owed to each such holder on the Closing Date, in cash by wire transfer of immediately available funds in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as instructions set forth in the Allocation Schedule. With respect applicable Payoff Letters; (ii) to distributions made or each creditor of Transaction Expenses described in subparts (a) through (c) and subpart (f) within the definition of Transaction Expenses the amount required to be made at or pay in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as full all Transaction Expenses owed to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely creditor on the updated Allocation Schedule provided Closing Date, in cash by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made wire transfer of immediately available funds in accordance with the Allocation Schedule as updated by wire instructions set forth in the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement applicable Invoice; (iii) to Seller, the amount attributable to the Payments Administrator and Transaction Expenses described in subparts (d) through (e) within the Surviving Entity as provided hereindefinition of Transaction Expenses; (iv) to Seller, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect aggregate amount equal to the distribution Estimated Closing Payment. The Estimated Closing Payment shall be payable, in cash by wire transfer of such payments among the Equityholders and Geneia immediately available funds in accordance with the terms hereof, provided such payments were actually disbursed wire instructions delivered by Seller to Buyer in accordance with writing at least two (2) Business Days prior to the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableClosing Date.

Closing Payments. 2.8.1 At (a) The completion of the Closing, the Purchaser shall make the following payments Standby Purchase (the “Closing”) shall take place at the offices of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP in New York, New York, on the date on which all of the conditions to the occurrence of the Effective Date (other than the condition of receipt of payment from the Standby Purchasers of the Purchase Price in respect of the Standby Purchase) have been satisfied or waived and all of the conditions set forth under Sections 6 and 7 have been satisfied or waived by the Company or the Standby Purchasers (as applicable), or at such other location or on such other date as may be mutually agreed by the Company and the Standby Purchasers (the day on which the Closing Paymentstakes place being the “Closing Date”): (a) the aggregate dollar amount to satisfy any ). The Closing Indebtedness shall be deemed to be paid at the Closing as identified effective on the Closing CertificateDate and all documents and instruments related to the Closing will be deemed to have been delivered simultaneously on the Closing Date. The completion of the Post Effective Standby Purchase (the “Post Effective Closing”) shall take place at the offices of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP in New York, including New York within five Business Days after the Geneia Short Term Indebtedness Standby Purchasers’ receipt of the notification pursuant to Section 2.1(d) or at such other location or on such other date as may be mutually agreed by the Company and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c);Standby Purchasers. (b) At each of the Closing and the Post Effective Closing, each Standby Purchaser hereby agrees, severally, but not jointly, to pay the Company the aggregate dollar amount Subscription Price for its Standby Percentage of the Standby Purchase Shares or Post Effective Standby Purchase Shares, as applicable, to satisfy any Selling Expenses to be purchased by such Standby Purchaser hereunder (the Persons entitled thereto in accordance with invoices from aggregate of such Persons provided to payments by all of the Purchaser prior to the Closing; and (c) the Adjustment Escrow AmountStandby Purchasers, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via “Purchase Price”) by wire transfer of immediately available funds to an account designated by the Escrow Agent Company at least three Business Days prior to be deposited in separate accounts as provided in the Escrow Agreement; andscheduled payment date. 2.8.2 Subject to compliance with the terms of this Agreement, (c) At each of the Closing Payments shall be made and the Post Effective Closing, upon receipt in full of the amounts and to aggregate Subscription Price for each Standby Purchaser’s Standby Percentage of the Persons as set forth in the Allocation Schedule. With respect to distributions made Standby Purchase Shares or Post Effective Standby Purchase Shares to be made at or in connection with purchased, as the Closingcase may be, by each Standby Purchaser hereunder, the Company shall deliver to such Standby Purchaser (or its designees) stock certificates or evidence of book-entry record ownership representing the Standby Purchase Shares or Post Effective Standby Purchase Shares, as the case may be, to be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of issued by the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Standby Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have pursuant to this Agreement, free and clear of any liability whatsoever with respect to the distribution of Liens, except Liens created by or otherwise resulting from actions by such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableStandby Purchaser.”

Closing Payments. 2.8.1 At In consideration of the Closingsale of the Partnership Interests and the Transferred Contracts contemplated hereby, Buyer shall at the Purchaser shall make the following payments Closing (i) deposit $1,000,000 (the “Closing PaymentsPurchase Price Adjustment Escrow Amount”): ) into escrow (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness PaymentsPurchase Price Adjustment Escrow”) with The Bank of New York, as escrow agent, or, if The Bank of New York shall not agree to serve as escrow agent, to such other bank or trust company as may be mutually agreed by Buyer and Nexus Health Systems (the “Escrow Agent”) (the “Purchase Price Adjustment Escrow Fund”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) deposit $4,900,000 (the payment of the Geneia Deferred Payoff “Indemnity Escrow Amount, Adjustment Escrow Amount ” and Indemnity Escrow Amount to together with the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Purchase Price Adjustment Escrow Amount, the Geneia Deferred Payoff “Escrow Amount”) into escrow (the “Indemnity Escrow”) with the Escrow Agent (the “Indemnity Escrow Fund” and together with Purchase Price Adjustment Escrow Fund, the “Escrow Funds”), (iii) pay Nexus Health Systems, as agent for all the Sellers, by wire transfer of immediately available funds to an account designated by Nexus Health Systems in writing at least two (2) Business Days prior to the Closing Date, an amount equal to the Closing Date Purchase Price and (iv) reimburse Sellers for TK Expenses paid by Sellers, the Company or the Company Subsidiaries on or prior to the Closing. The Purchase Price Adjustment Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms and conditions of this Agreement and the escrow agreement in substantially the form attached as Exhibit C (the “Escrow Agreement”). The amounts held in the Escrow Funds shall be available to satisfy any payment required to be made pursuant to Section 2.4 below and any indemnification claims of Buyer Indemnitees made pursuant hereto (subject to the limitations set forth in Section 12.4 hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicable).

Closing Payments. 2.8.1 (a) At the Closing, in full payment for the Acquired Units, Purchaser shall make will pay to, or on behalf of, the following payments Sellers, by wire transfer of immediately available funds, the Closing Purchase Price, minus (i) the Indemnity Escrow Amount by wire transfer of immediately available funds to an escrow account (the “Closing PaymentsIndemnity Escrow Account”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at established by the Closing as identified on the Closing CertificatePurchaser with United Bank, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness a state banking association (collectively, the “Closing Indebtedness PaymentsEscrow Agent”), to be held by the applicable obligees identified inEscrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”), (ii) the Working Capital Escrow Amount by wire transfer of immediately available funds to an escrow account (the “Working Capital Escrow Account”) to be established by the Purchaser with the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement, (iii) the BCA Earnout Escrow Amount by wire transfer of immediately available funds to an escrow account (the “BCA Earnout Escrow Account”) to be established by the Purchaser with the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and in accordance with(iv) the Seller Representative Fund; provided, that, solely with respect to Sellers who are makers of Seller Subscription Note(s), each such Seller’s respective portion of the paySeller Subscription Notes Pay-off letters (including Amount shall be withheld from such Seller’s portion of the agreement Closing Purchase Price in full repayment of each such lenderSeller’s Seller Subscription Note(s), upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable the Company shall distribute the Seller Subscription Notes Pay-off Amount to the Sellers in accordance with the Consideration Waterfall. (b) At the Closing, Purchaser provided will pay to the Purchaser prior to Company (or, in the case of the Estimated Indebtedness Amount or Estimated Company Party Transaction Expenses, such other party as directed by the Company in the Flow of Funds Memorandum), and the Company will pay at Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by : (i) the payment Estimated Indebtedness Amount as set forth in any payoff letters in respect of such Estimated Indebtedness Amount, if any; (ii) the Redemption Payment Amount to be made to each of the Geneia Preferred Unit Holders and the Junior Preferred Unit Holders; (iii) the amount of the unpaid Estimated Company Party Transaction Expenses, if any; and (iv) the Closing Payoff Bonus Payments (together with the Company’s share of required withholding Taxes). (c) At the Closing, Purchaser also will pay to (i) the Escrow Agent the Indemnity Escrow Amount, the Working Capital Escrow Amount directly and the BCA Earnout Escrow Amount, plus any fees due to Geneia the Escrow Agent under the Escrow Agreement; it being understood that one-half of any such fees shall be a Company Party Transaction Expense and (ii) the payment of Seller Representative the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Seller Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableFund.

Closing Payments. 2.8.1 (a) At the Closing, Buyer will, or will cause Merger Sub to, deposit with the Purchaser shall make the following payments (the “Closing Payments”): (a) Paying Agent the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at Common Stock Payments, the aggregate Closing Preferred Stock Payments and the aggregate portion of the Closing Option Payments payable to the Non-Employee Optionholders, in each case, as identified on set forth in the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”)Allocation Schedule by wire transfer of immediately available funds, to the applicable obligees identified in, and in accordance with, account designated by the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c);Paying Agent. (b) At the Closing, Buyer will, or will cause Merger Sub to, deliver the aggregate dollar amount to satisfy any Selling Expenses portion of the Closing Option Payments payable to the Persons entitled thereto Employee Optionholders, as set forth in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow AmountClosing Allocation Schedule, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via by wire transfer of immediately available funds, to an account designated by the Company at least three (3) Business Days prior to the Closing Date. As soon as administratively practicable following the Closing, the Surviving Corporation will distribute to the Employee Optionholders, through a special payroll of the Company, their respective Closing Option Payments, subject to any applicable Tax withholding pursuant to Section 1.11. Such Closing Option Payments will be distributed no later than five (5) Business Days following the Closing so long as the Company has taken all actions required to effectuate such distribution on such schedule as of immediately prior to the Effective Time. After the Closing, Buyer shall cause the Surviving Corporation to make payment(s) to the appropriate Governmental Body or other authorities of any amounts withheld from payment to the Optionholders in accordance with Section 1.11. (c) At the Closing, Buyer will, or will cause Merger Sub to, deliver the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds, to the escrow account designated by the Escrow Agent (the “Adjustment Escrow Account”) and established pursuant to the terms of an escrow agreement, to be deposited dated as of the Closing Date and in separate accounts as provided in a form reasonably acceptable to the Company, the Securityholders’ Representative and Buyer (the “Escrow Agreement”), among Buyer, the Securityholders’ Representative and the Escrow Agreement; andAgent. The Parties shall cause the Adjustment Escrow Account to be maintained separately from other funds held by the Escrow Agent. The Adjustment Escrow Account will be Buyer’s and Merger Sub’s sole and exclusive source of recovery for any amounts owing to Buyer, Merger Sub or, following the Closing, the Surviving Corporation, pursuant to Section 1.08 and shall be released in accordance with the terms thereof. 2.8.2 Subject (d) At the Closing, Buyer will pay, or will cause Merger Sub to compliance pay, to the Securityholders’ Representative, the Representative Holdback Amount, by wire transfer of immediately available funds to an account designated by the Securityholders’ Representative at least three (3) Business Days prior to the Closing Date. (e) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiary, all Estimated Transaction Expenses then due and payable (other than any items set forth in subsection (b) of the definition of Transaction Expenses, which amounts the Surviving Corporation will distribute in accordance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and applicable governing arrangements) to the such Persons as they are owed as set forth in the Allocation Schedule. With respect Estimated Closing Statement by wire transfer of immediately available funds to distributions made an account or to be made at or in connection with the Closing, accounts designated by the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as at least three (3) Business Days prior to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableClosing Date.

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make the following payments (the “Closing Payments”):without setoff, deduction or counterclaim: (a) the aggregate dollar amount to satisfy any Closing Indebtedness Buyer will deliver (or Buyer Parent will cause to be paid at the Closing as identified on the Closing Certificatedelivered) to Paying Agent, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), by wire transfer of immediately available funds to the applicable obligees identified inaccount or accounts designated in writing by Paying Agent, and an amount in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness cash equal to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment portion of the Geneia Estimated Closing Payoff Amount directly Cash Consideration payable to Geneia Unitholders (other than Blockers) and Blocker Sellers minus (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Deposit Amount and Indemnity Escrow Amount to minus (iii) the Escrow Agent in accordance with Section 2.8.1(c);Seller Representative Expense Amount. (b) the aggregate dollar amount Buyer will deliver (or Buyer Parent will cause to satisfy any Selling Expenses be delivered) to Escrow Agent, by wire transfer of immediately available funds to the Persons entitled thereto account designated in accordance with invoices from such Persons provided writing by Escrow Agent, an amount in cash equal to the Purchaser prior Adjustment Escrow Deposit for deposit into a separate escrow account (the “Adjustment Escrow Account”) established pursuant to the Closing; andterms of an escrow agreement (in customary form and mutually agreed by Buyer, the Company and Escrow Agent, acting reasonably and in good-faith) by and among ▇▇▇▇▇, Seller Representative, and Escrow Agent (the “Escrow Agreement”). (c) the Adjustment Escrow AmountBuyer will deliver (or Buyer Parent will cause to be delivered) to Seller Representative, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount by wire transfer of immediately available funds to the Escrow Agent via account or accounts designated in writing by Seller Representative, an amount in cash equal to the Seller Representative Expense Amount. (d) Buyer will deliver (or Buyer Parent will cause to be delivered) to the intended beneficiaries thereof (as identified in the Payoff Letters, if applicable, or as otherwise identified in writing by the Company (which may include amounts payable to the Company for processing through payroll)), by wire transfer of immediately available funds to an the account or accounts designated in writing by the Escrow Agent Company, (i) any and all amounts required in order to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each fully discharge and terminate all applicable monetary obligations and liabilities of the Closing Payments shall be made in the amounts and Company Group pursuant to the Persons Credit Facility (as set forth in the Allocation Schedule. With respect applicable Payoff Letter), (ii) any and all Company Expenses, and (iii) any and all other liabilities included in the computation of the Estimated Closing Indebtedness, which by their terms or pursuant to distributions made or this Agreement are required to be made at paid on the Closing Date. (e) For the avoidance of doubt, Buyer may satisfy all or any portion of any of the payments or deposits in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions foregoing clauses (a) through (d) by utilizing readily available bank account cash of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableGroup.

Closing Payments. 2.8.1 (a) At least two business days prior to the ClosingClosing Date, the Company shall deliver to Purchaser shall make the following payments a statement (the “Pre-Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness PaymentsStatement”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable satisfactory to Purchaser, setting forth the Purchaser provided to Company’s good faith determination of the Purchaser Purchase Price, including the amounts as of immediately prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment Closing of the Geneia Company Closing Payoff Amount directly to Geneia and (ii) the payment Debt, all accrued but unpaid Taxes of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount Company and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c);Seller Transaction Expenses. (b) the aggregate dollar amount to satisfy any Selling Expenses Subject to the Persons entitled thereto satisfaction of all of the conditions set forth in accordance with invoices from such Persons provided to the Purchaser prior to Section 2.2, at the Closing; and (c) , Purchaser shall pay the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons Purchase Price as set forth in the Allocation Schedule. With respect Pre-Closing Statement to distributions made Seller or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity such other Persons as indicated below: (i) an amount equal to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions sum of the Company Closing Debt, all accrued but unpaid Taxes and the Seller Transaction Expenses set forth on the Pre-Closing Statement shall have no responsibility or liability with respect theretobe withheld by Purchaser and used by Purchaser to pay, providedon behalf of the Company, that (A) such Company instructions are followed Closing Debt and all funds are actually disbursed Seller Transaction Expenses in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator payment instructions (and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution Company Closing Debt, as set forth in a Payoff Letter) delivered by the Company to Purchaser before the Closing or, if not before the Closing, as soon as reasonably practicable thereafter and (B) such accrued but unpaid Taxes in accordance with applicable Law; (ii) an amount equal to $3,912,000 (the “Escrow Amount”) shall be deposited into an escrow account (the “Escrow Account”) with ▇▇▇▇▇ Fargo Bank, National Association (together with its successors and permitted assigns, the “Escrow Agent”) for and on behalf of such payments Seller, to be invested and distributed by the Escrow Agent pursuant to the terms and conditions of an escrow agreement to be entered into as of the Closing by and among Purchaser, Seller and the Equityholders and Geneia Escrow Agent (as amended, modified or supplemented from time to time in accordance with the terms hereofthereof, provided such payments were actually disbursed the “Escrow Agreement”), which shall serve as security for Seller’s performance of the indemnification and other agreements, covenants and obligations of Seller under this Agreement, any Related Agreement or otherwise; and (iii) the remainder of the Purchase Price shall be delivered to Seller by wire transfer of immediately available funds to the bank account or accounts designated in accordance with writing by Seller (which designation shall occur at least two business days prior to the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableClosing Date).

Closing Payments. 2.8.1 (a) At the Closing, Parent shall pay or shall cause to be paid, on behalf of the Purchaser Company, to the accounts designated in any Payoff Letters (which such Payoff Letters shall be delivered by the Company at the Closing), by wire transfer of immediately available funds, an amount equal to that portion of the Company Debt owing to the lender parties to the Credit Facility in accordance with the applicable Payoff Letter. At the Closing, (i) Parent shall pay or cause to be paid, on behalf of the Reporting Subsidiary, to the Trustee and/or a depositary under the Reporting Subsidiary Senior Notes Tender Offer, as applicable, funds in an amount equal to (x) the Reporting Subsidiary Senior Notes Tender Amount (if the Company elects to make the following payments Reporting Subsidiary Senior Notes Tender Offer pursuant to Section 6.14), and (y) an amount necessary for the “Closing Payments”): Reporting Subsidiary to redeem all of the Reporting Subsidiary Senior Notes on the redemption date (a) the aggregate dollar amount after giving effect to satisfy any Closing Indebtedness to be paid at the Closing as identified purchases of Reporting Subsidiary Senior Notes on the Closing CertificateDate pursuant to the Reporting Subsidiary Senior Notes Tender Offer, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”if applicable), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) with respect to any Reporting Subsidiary Senior Notes that will remain outstanding after the payment Closing Date, the Reporting Subsidiary shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Reporting Subsidiary shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Reporting Subsidiary Indenture to each holder of the Geneia Deferred Payoff Escrow Amountoutstanding Reporting Subsidiary Senior Notes, Adjustment Escrow Amount stating that the Reporting Subsidiary intends to irrevocably call all of the outstanding Reporting Subsidiary Senior Notes for redemption, on a redemption date no later than thirty (30) days after the Closing, and Indemnity Escrow Amount to (B) an officer’s certificate of the Escrow Agent Reporting Subsidiary and opinion of counsel, in each case in accordance with Section 2.8.1(c);11.01 of the Reporting Subsidiary Indenture, to effect the satisfaction and discharge of the Reporting Subsidiary Senior Notes in accordance with the Reporting Subsidiary Indenture. (b) At the aggregate dollar amount Closing, Parent shall pay, or cause to satisfy any Selling Expenses be paid, with respect to each Company Stockholder who shall have delivered to the Persons entitled thereto in accordance with invoices from such Persons provided Company (and the Company shall deliver to the Purchaser Parent), at least two (2) Business Days prior to the Closing; andClosing Date a completed letter of transmittal substantially in the form of Exhibit B hereto (“Letter of Transmittal”) and certificate(s) representing the Common Shares (other than the Rollover Shares and subject to Section 3.5(g) (Lost Certificates)) held by such Company Stockholder, an amount equal to the product of the number of Common Shares (other than the Rollover Shares) held by such Company Stockholder and the Closing Date Per Share Cash Merger Consideration, which amount shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in such Company Stockholder’s Letter of Transmittal. (c) At the Adjustment Closing, Parent shall pay, or cause to be paid, to the Company, for the benefit of and for payment to each Company Optionholder in accordance with normal payroll practices, by wire transfer of immediately available funds to one or more accounts designated by the Company to Parent at 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 the next regularly scheduled payroll date) following the Closing, Parent shall cause the Surviving Corporation to pay to the Company Optionholders, in consideration of the cancellation of each In-the-Money Option held by such Company Optionholder immediately prior to the Effective Time, the applicable In-the-Money Option Cancellation Payment, less any required withholding Taxes and without interest thereon. (d) At the Closing, Parent shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the portion of the Estimated Company Transaction Expenses Amount (together with the Initial Transaction Expenses) to the applicable recipients thereof as set forth on the Estimated Closing Statement; provided that any recipient of such payment in excess of $100,000 shall have delivered a final invoice to the Company; provided, further, that the Performance Transaction Bonus shall be deposited by Parent in accordance with Section 3.5(i) (Closing Payments) and distributed in accordance with Section 3.8(b) (Post-Closing Matters). (e) At the Closing, Parent shall deliver, or cause to be delivered, to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by for the Escrow Agent to be deposited hold in separate accounts as provided in an account (the “Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts Account”) and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia disburse solely in accordance with the terms hereofof an escrow agreement to be executed at the Closing by Parent, the Escrow Agent and the Representative in the form attached hereto as Exhibit C (the “Escrow Agreement”). (f) 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 Representative at least two (2) Business Days prior to the Closing Date, the Representative Holdback Amount with the Representative. The Representative Holdback Amount will be used to pay costs, fees and expenses incurred by or for the benefit of the Company Securityholders on or after the Closing Date and shall be paid or distributed at the direction of the Representative as provided such payments were actually disbursed in the Letter of Transmittal and in accordance with Section 10.15 (Representative). (g) In the Allocation Schedule event that any certificates representing Common Shares have been lost, stolen or destroyed, upon the making of a customary affidavit of that fact by the Company Stockholder claiming such certificate to be lost, stolen or destroyed, the Surviving Corporation will pay, in exchange for the Common Shares represented by such lost, stolen or destroyed certificate, the Final Per Share Merger Consideration and all other amounts otherwise payable hereunder. (h) Any remaining cash unclaimed by holders of Common Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any updates thereof from Governmental Authority shall, to the Equityholders’ Representativeextent permitted by applicable Law, as applicablebecome the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (i) 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 Company at least two (2) Business Days prior to the Closing Date, $1,000,000 in respect of the Performance Transaction Bonus, if any, which amount shall subsequently be distributable by the Surviving Corporation in accordance with Section 3.8(b) (Post-Closing Matters).

Closing Payments. 2.8.1 (a) At the Closing, Buyer shall deliver or cause to be delivered to Seller an aggregate amount in cash equal to the Purchaser Estimated Purchase Price (less the Adjustment Escrow Deposit Amount), by wire transfer of immediately available funds to the account or accounts designated in writing by Seller at least three (3) Business Days prior to the Closing Date. (b) At the Closing, Buyer shall make deliver or cause to be delivered, by wire transfer of immediately available funds, an aggregate amount equal to the following payments Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Closing PaymentsAdjustment 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. (ac) At the aggregate dollar Closing, Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds, (i) an amount equal to satisfy any Closing Indebtedness the Company Expenses set forth in a letter from each party entitled to be paid at in respect of the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness Company Expenses (collectively, the “Closing Indebtedness PaymentsInvoices”)) delivered to Buyer at least two (2) Business Days prior to Closing, in each case to the applicable obligees Persons identified inon, and in accordance with, the pay-off letters Invoices and (ii) an amount of cash equal to the payment obligations 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 (including the agreement payment obligations that are identified in the Payoff Letters, drafts of which will be delivered to Buyer at least three (3) Business Days prior to Closing, in each case to the Persons identified on, and in accordance with the Payoff Letters); provided, that any such lender, upon satisfaction Company Expenses or such other liabilities that in full such case constitute compensatory payments to employees of the Company Entities shall be paid by Buyer to the applicable Company Entity at the Closing for further distribution to such employees through the payroll systems of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewithCompany Entity. (d) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser At least three (3) Business Days prior to the Closing; providedanticipated Closing Date, howeverSeller shall prepare and deliver to Buyer, that a spreadsheet setting forth all of the Geneia Long Term Indebtedness shall be satisfied by following information: (i) the payment names of all participants in the Geneia Closing Payoff Amount directly to Geneia Phantom Plan; and (ii) the payment calculation of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount amount payable to each such participant under the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or Phantom Plan in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided transactions contemplated by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to as calculated from the Payments Administrator and the Surviving Entity as provided hereinEstimated Closing Statement, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereofthereof, provided such payments were actually disbursed which spreadsheet shall be updated as necessary to reflect changes to the Estimated Closing Statement in accordance with the Allocation Schedule or last sentence of Section 1.05(a). Buyer shall be entitled to rely on the accuracy of the information with respect to the Phantom Plan set forth in such spreadsheet in all respects, and Buyer’s and the Company Entities’ obligation to make any updates thereof from payments pursuant to such Phantom Plan shall be deemed fulfilled to the Equityholders’ Representative, as applicableextent such payments are made in accordance therewith.

Closing Payments. 2.8.1 (a) At the Closing, Purchaser will, or will cause Merger Sub to, deposit with the Purchaser shall make the following payments (the “Closing Payments”): (a) Exchange Agent the aggregate dollar amount Closing Common Stock Payment payable to satisfy any Closing Indebtedness to be paid at the Company Shareholders as set forth in the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), Statement by wire transfer of immediately available funds to the applicable obligees identified in, and in accordance with, account designated by the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the ClosingExchange Agent; provided, however, that the Geneia Long Term Indebtedness with respect to holders of Company Restricted Shares, such Closing Common Stock Payments shall be satisfied by instead be disbursed in accordance with the Alternative Payment Procedure. (ib) At the payment of Closing, Purchaser will, or will cause Merger Sub to, deliver the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses by wire transfer of immediately available funds to the Persons entitled thereto in accordance with invoices from such Persons provided Adjustment Escrow Account to the secure any Shortfall Amount owed to Purchaser prior pursuant to the Closing; andSection 1.7. (c) At the Adjustment Escrow AmountClosing, Purchaser will, or will cause Merger Sub to, deliver the Geneia Deferred Payoff Indemnification Escrow Amount and the Indemnity Losses Escrow Amount to the Escrow Agent via by wire transfer of immediately available funds to an account designated by the Indemnification Escrow Agent Account to secure any indemnification obligations of the Company Indemnifying Parties pursuant to Section 8.1. (d) At the Closing, Purchaser will pay, or will cause Merger Sub to pay, on behalf of the Company Group, all amounts required to be deposited paid under the Payoff Letters delivered pursuant to Section 6.2(w) in separate accounts as provided in order to fully discharge the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such Payoff Letters and the Closing Statement. (e) At the Closing, Purchaser will pay, or will cause Merger Sub to pay, to the account of the Surviving Corporation, for the benefit of and further payment by the Surviving Corporation to the Transaction-Related Payments Recipients, an amount equal to the Aggregate Transaction-Related Payments Amount, as set forth on the Closing Statement and the Compensation Acknowledgement and Release Agreements. On the next regularly scheduled payroll date of the Surviving Corporation, the Surviving Corporation will distribute to the Transaction-Related Payments Recipients their respective Transaction-Related Payments, subject to any applicable Tax withholding pursuant to Section 1.10. (f) At the Closing, Purchaser will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to the accounts set forth in the Allocation Schedule. With respect to distributions made Closing Statement. (g) At Closing Purchaser will, or to be made at or in connection with will cause Merger Sub to, deliver the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as Shareholder Representative Expense Amount to the distribution Shareholder Rep Escrow Agent by wire transfer of such amounts then deposited. Purchaser, immediately available funds to the Payments Administrator and Shareholder Representative Expense Escrow Account for use by the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed Shareholder Representative in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableSection 8.11.

Closing Payments. 2.8.1 (a) At the Closing, Buyer will, or will cause Merger Sub to, deposit with the Purchaser shall make the following payments (the “Closing Payments”): (a) Paying Agent the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), Stock Payments payable to the applicable obligees identified in, and Stockholders as set forth in accordance with, the pay-off letters (including the agreement Estimated Closing Statement by wire transfer of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable immediately available funds to the Purchaser provided to account designated by the Purchaser Paying Agent no later than two (2) Business Days prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c);Date. (b) At the Closing, Buyer will, or will cause Merger Sub to, deliver the aggregate dollar amount to satisfy any Selling Expenses Closing Option Payments payable to the Persons entitled thereto Optionholders, as set forth in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow AmountEstimated Closing Statement, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via by wire transfer of immediately available funds to an account designated by the Escrow Agent Company at least two (2) Business Days prior to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation ScheduleDate. With respect to distributions made or to be made at or in connection with No later than three (3) Business Days following the Closing, the Company will distribute to the Optionholders through a special payroll of the Company, their respective Closing Option Payments, subject to any applicable Tax withholding pursuant to Section 1.10. After the Closing, Buyer shall be responsible for instructing the Payments Administrator and cause the Surviving Entity as Corporation to make payment to the distribution appropriate taxing authority or authorities of such any amounts then deposited. Purchaser, withheld from payment to the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed Optionholders in accordance with such instructions. With respect to distributions to be made after Section 1.10. (c) At the Closing, PurchaserBuyer will, or will cause Merger Sub to, deliver the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (the “Adjustment Escrow Account”) and established pursuant to the terms of an escrow agreement to be dated as of the Closing Date and substantially in the form attached as Exhibit C (the “Adjustment Escrow Agreement”), among Buyer, the Payments Administrator Representative and the Surviving Entity may rely on the updated Allocation Schedule provided Escrow Agent. The Adjustment Escrow Account will be maintained separately from other funds held by the Equityholders’ Representative Escrow Agent and will be Buyer’s and Merger Sub’s sole and exclusive source of recovery for distributions any amounts owing to Buyer, Merger Sub or, following the Closing, the Surviving Corporation pursuant to Section 1.08 and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia be released in accordance with the terms hereofthereof. (d) At the Closing, provided such payments were actually disbursed in accordance with Buyer will pay, or will cause Merger Sub to pay, to the Allocation Schedule or any updates thereof from the Equityholders’ Representative, the Representative Holdback Amount, by wire transfer of immediately available funds to an account designated by the Representative at least two (2) Business Days prior to the Closing Date. (e) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses to such Persons as applicablethey are owed by wire transfer of immediately available funds to accounts designated by the Company at least two (2) Business Days prior to the Closing Date. (f) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 5.10 (the “Payoff Letters”) at least two (2) Business Days prior to the Closing Date in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such Payoff Letters.

Closing Payments. 2.8.1 (a) At the Closing: (i) only if a Debt Merger Notice has been timely delivered and if the Debt Financing is funded in full as of the date that the Closing is required to occur pursuant to Section 2.1, then immediately following the Debt Merger, the Purchaser Company shall make distribute to the following payments (Sellers an aggregate amount equal to the “Closing Payments”):Cash Distribution Amount based on each Seller’s Pro Rata Portion, by wire transfer of immediately available funds to the account or accounts set forth in the Payment Spreadsheet; (aii) Buyer shall pay to the Sellers an aggregate dollar amount equal to satisfy the Funded Closing Consideration, by wire transfer of immediately available funds to the account or accounts set forth in the Payment Spreadsheet; (iii) immediately following the Debt Merger if the Debt Financing is funded in full as of the date that the Closing is required to occur pursuant to Section 2.1, the Company shall pay, or if the Debt Financing is not so funded, Buyer shall pay in accordance with the Payment Spreadsheet, to the Company’s lenders and other creditors referred to in the Estimated Company Closing Statement (as defined below), cash in amounts set forth in the Estimated Company Closing Statement with respect to any Closing Indebtedness for Borrowed Money to be paid off at Closing, in each case in accordance with the applicable Payoff Letter; (iv) immediately following the Debt Merger if the Debt Financing is funded in full as of the date that the Closing is required to occur pursuant to Section 2.1, the Company shall pay, or if the Debt Financing is not so funded, Buyer shall pay in accordance with the Payment Spreadsheet, to the payees of Company Transaction Expenses which are being paid as of the Closing as identified on contemplated by the Estimated Company Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, Statement and in accordance withwith the Payment Spreadsheet (each as defined below), cash in amounts set forth in the pay-off letters (including the agreement Payment Spreadsheet by wire transfer of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable immediately available funds to the Purchaser provided respective accounts set forth in the Payment Spreadsheet; and (v) Buyer shall pay to the Purchaser prior Sellers’ Representative the Sellers’ Representative Holdback Amount by wire transfer of immediately available funds to the Closing; provided, however, that account or accounts set forth on the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c);Payment Spreadsheet. (b) The Sellers and the aggregate dollar amount Buyer agree that the amounts referred to satisfy in Sections 1.7(a)(i), 1.7(a)(ii) and 2.4(f) and any Selling Expenses other amounts due or owing to the Persons entitled thereto in accordance with invoices from such Persons provided Sellers under this Agreement shall be paid to the Purchaser prior to applicable Seller based on such Seller’s pro rata portion of the Closing; and Transferred Securities as identified on Exhibit A (cthe “Pro Rata Portion”) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to Payment Spreadsheet. Each Seller and the Escrow Agent via wire transfer to an account designated Buyer agrees that any amount due or owing by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of Sellers under this Agreement, each of the Closing Payments shall including under Section 2.4(f), will be made in on a several (and not joint) basis based on each Seller’s Pro Rata Portion. For the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closingavoidance of doubt, the Company foregoing sentence shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed not limit in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableway TAO Parent’s Shortfall Guaranty.

Closing Payments. 2.8.1 At (a) As soon as reasonably practicable following the Closing, but in no event later than one (1) Business Day following the Purchaser Closing, Parent shall make transfer, by wire transfer of immediately available funds to the following payments (the “Closing Payments”): (a) Paying Agent for exchange in accordance with this Article II, the aggregate dollar amount Per Share Closing Consideration as set forth on the Allocation Schedule delivered pursuant to satisfy any Closing Indebtedness to be paid Section 5.3 and payable at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment Company Stockholders who are Accredited Stockholders and Unaccredited Stockholders, in each case, pursuant to Section 2.1(a) in consideration for their shares of Company Capital Stock outstanding as of immediately prior to the Effective Time, excluding, in each case, the portion of the Geneia Per Share Closing Payoff Amount directly Consideration required to Geneia be reported on IRS Form W-2 as ordinary (wage) income of such Company Stockholder in respect of each Disqualified Common Share held thereby, (ii) the Company Vested Optionholders holding Non-Employee Options pursuant to Section 2.1(b) in consideration for such Vested Company Options outstanding as of immediately prior to the Effective Time and (iii) the Company Warrantholders pursuant to Section 2.1(c) in consideration for the vested Company Warrants outstanding as of immediately prior to the Effective Time, excluding in each case, the portion of the Escrow Cash and the Expense Fund applicable to such payments. (b) As soon as reasonably practicable following the Closing, but in no event later than one (1) Business Day following the Closing, Parent, or the Paying Agent on behalf of Parent, shall pay, by wire transfer of immediately available funds, to the Surviving Corporation that aggregate portion of the Total Merger Consideration payable at Closing (i) that is required to be reported on IRS Forms W-2 as ordinary (wage) income in respect of all Disqualified Common Shares, (ii) in respect of Vested Company Options that are Employee Options held by Company Vested Optionholders that are Non-Continuing Employees pursuant to Section 2.1(b)(i) and (iii) in respect of Vested Company Options that are Employee Options held by Company Vested Optionholders that are Continuing Employees pursuant to Section 2.1(b)(ii) in consideration for such Vested Company Options outstanding as of immediately prior to the Effective Time. (c) Parent shall cause the Surviving Corporation to promptly pay, through the payroll processing system of the applicable Acquired Company in accordance with standard payroll practices net of any applicable Tax withholding and deductions, (i) to each Company Stockholder the portion of the Per Share Closing Consideration required to be reported on IRS Form W-2 as ordinary (wage) income of such Company Stockholder in respect of each Disqualified Common Share held thereby, and (ii) to each Company Vested Optionholder that is a (A) Non-Continuing Employee (solely with respect to Employee Options) the payment portion of the Geneia Deferred Payoff Escrow AmountTotal Merger Consideration payable to such holders pursuant to Section 2.1(b)(i) and (B) Continuing Employee (solely with respect to Employee Options) the portion of the Total Merger {N4442029.10} 255288355 v23 Consideration payable to such holder pursuant to Section 2.1(b)(ii), Adjustment Escrow Amount and Indemnity Escrow Amount to in each case as set forth opposite such holder’s name in the Escrow Agent in accordance with Section 2.8.1(c);Allocation Schedule. (bd) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to As soon as reasonably practicable following the Closing; and , but in no event later than one (c1) Business Day following the Adjustment Escrow AmountClosing, Parent, or the Geneia Deferred Payoff Escrow Amount Paying Agent on behalf of Parent, shall pay, by wire transfer of immediately available funds, on behalf of the Company and the Indemnity Escrow Amount Company Indemnitors, as the case may be, and as accounted for in the calculation of Total Merger Consideration, (i) to each lender designated by the Escrow Agent via wire transfer Company on the Allocation Schedule, to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject applicable Payoff Letter, the amount of Indebtedness due at Closing to compliance with such lender and (ii) all Transaction Expenses payable to an advisor or other service provider to the terms of this AgreementCompany (other than any Employee, each director or officer) that remain outstanding as of the Closing Payments shall be made to such account or accounts as are designated in the amounts applicable Invoices and to by the Persons as set forth Company in the Allocation Schedule. With respect . (e) No interest will be paid or will accrue for the benefit of the Company Security Holders or the Company’s lenders, service providers or other creditors on any Total Merger Consideration or any other amounts payable under this Agreement. (f) Notwithstanding anything contained in this Agreement to distributions made or to be made at or the contrary, all costs, fees and expenses of the Paying Agent in connection with the Closing, provision of its services pursuant to this Agreement and the Company transactions contemplated hereby shall be responsible for instructing the Payments Administrator borne and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided payable by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableParent.

Closing Payments. 2.8.1 (a) At the Closing, Buyer will, or will cause Merger Sub to, deposit with the Purchaser shall make the following payments (the “Closing Payments”): (a) Paying Agent the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Class A Common Unit Payment and Closing as identified on the Closing CertificateClass B Unit Payment, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), payable to the applicable obligees identified inClass A Common Unitholders and Class B Unitholders, and respectively, as set forth in accordance with, the pay-off letters (including the agreement Estimated Closing Statement by wire transfer of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable immediately available funds to the Purchaser provided to account designated by the Purchaser Paying Agent no later than two (2) Business Days prior to the Closing Date. (b) At the Closing; provided, howeverBuyer will, that or will cause Merger Sub to, deliver to the Geneia Long Term Indebtedness shall be satisfied by Escrow Agent (i) the payment of the Geneia Closing Payoff Purchase Price Adjustment Escrow Deposit Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Pride Utility Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount in each case, by wire transfer of immediately available funds to a separate escrow account designated by the Escrow Agent in accordance with Section 2.8.1(c); no later than two (b2) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser Business Days prior to the Closing; andClosing Date (the account to which the Purchase Price Adjustment Escrow Deposit Amount is funded, the "Purchase Price Adjustment Escrow Account" and the account to which the Pride Utility Escrow Amount is funded, the "Pride Utility Escrow Account") and established pursuant to the terms of the escrow agreement to be dated as of the Closing Date and substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), by and among Buyer, the Representative and the Escrow Agent. (c) At the Adjustment Escrow Closing, Buyer will pay, or will cause Merger Sub to pay, to the Representative, the Representative Holdback Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via by wire transfer of immediately available funds to an account designated by the Escrow Agent Representative at least two (2) Business Days prior to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with Date. (d) At the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as Buyer will pay, or will cause Merger Sub to the distribution of such amounts then deposited. Purchaserpay, the Payments Administrator and the Surviving Entity may rely on such instructions behalf of the Company and shall have no responsibility or liability with respect theretoits Subsidiaries, provided, that all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect at least two (2) Business Days prior to distributions to be made after the Closing Date. (e) At the Closing, PurchaserBuyer will pay, or will cause Merger Sub to pay, on behalf of the Payments Administrator Company and its Subsidiaries, all amounts required to be paid under the Surviving Entity may rely on payoff letters delivered pursuant to Section 5.08 to fully discharge the updated Allocation Schedule provided Indebtedness owed to the Persons thereunder, as described therein, by wire transfer of immediately available funds to the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made accounts designated in such payoff letters. (f) In accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement paying agent agreement to be dated on or prior to the Payments Administrator Closing Date and substantially in the Surviving Entity form of Exhibit D attached hereto (the "Paying Agent Agreement"), the Paying Agent will act as provided hereinthe Representative's agent in delivering to each Class A Common Unitholder and Class B Unitholder its respective Closing Class A Common Unit Payment or Closing Class B Unit Payment, Purchaser shall have fulfilled its obligations as applicable, as well as any amounts owed to such Class A Common Unitholders or Class B Unitholders pursuant to Section 1.07(e). At or after the Effective Time, upon delivery by a Class A Common Unitholder or Class B Unitholder of a duly executed letter of transmittal substantially in the form of Exhibit E attached hereto (the "Letter of Transmittal") to the Paying Agent, (i) the Paying Agent will pay each such Class A Common Unitholder or Class B Unitholder the Closing Class A Common Unit Payment or Closing Class B Unit Payment to which such Class A Common Unitholder or Class B Unitholder is entitled under Section 1.05 as set forth on the Estimated Closing Statement and (ii) each Class A Common Unitholder and Class B Unitholder will be irrevocably entitled to receive the portion of any amount payable under Section 1.07(e) with respect to such paymentClass A Common Units or Class B Units held by such Class A Common Unitholder or Class B Unitholder immediately prior to the Effective Time. Neither Purchaser The Closing Class A Common Unit Payment or Closing Class B Unit Payment payable to a Class A Common Unitholder or Class B Unitholder will be made by wire transfer of immediately available funds to an account designated in writing by such Class A Common Unitholder or Class B Unitholder in the Letter of Transmittal, unless alternative arrangements are specified by such holder in the Letter of Transmittal, to the extent permitted by the Letter of Transmittal. Each such Class A Common Unitholder or Class B Unitholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement prior to the Closing Date will be paid his, her or its applicable Closing Class A Common Unit Payment or Closing Class B Unit Payment on the same Business Day as the Effective Time, or as soon as possible thereafter. Each such Class A Common Unitholder or Class B Unitholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement on or after the Closing Date will be paid his, her or its applicable Closing Class A Common Unit Payment or Closing Class B Unit Payment as soon as possible after delivery thereof is made (but in any event no later than two (2) Business Days after the date such delivery thereof is made). (g) At any time that is more than one (1) year after the Effective Time, Buyer may cause the Paying Agent to pay over to the Surviving Company any portion of the Closing Class A Common Unit Payment or Closing Class B Unit Payment that had been delivered to the Paying Agent (including indirectly through any interest received thereon) and that has not been disbursed to Class A Common Unitholders or Class B Unitholders as of such date (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving EntityCompany, all former Class A Common Unitholders and Class B Unitholders will be entitled to look only to the Surviving Company (subject to any applicable abandoned property, escheat and other similar Laws) nor the Payments Administrator shall have any liability whatsoever as general creditors thereof with respect to the distribution cash payable pursuant to this Agreement. None of such payments among the Equityholders and Geneia Surviving Company, Buyer, Merger Sub, the Representative or the Paying Agent will be liable to any Person in accordance with respect of amounts paid to a Governmental Body to the terms hereofextent required under any applicable abandoned property, provided such payments were actually disbursed in accordance with the Allocation Schedule escheat or any updates thereof from the Equityholders’ Representative, as applicablesimilar Law.

Closing Payments. 2.8.1 At On the ClosingClosing Date, Buyer Parent (on behalf of the Purchaser Buyers) shall make or cause to be made the following payments (payments, each by wire transfer of immediately available funds to the “accounts set forth next to each recipient’s name on the Estimated Closing Payments”):Statement: (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified inSeller or its designees, and an amount in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable cash equal to the Purchaser provided to Closing Purchase Price minus the Purchaser prior to Payoff Amounts minus the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c)Seller Transaction Expenses; (b) on behalf of the aggregate dollar applicable Seller Party or Target Company, to each applicable holder of Indebtedness of Seller Parties secured by a Lien (other than a Permitted Lien) on the Purchased Equity or the assets of a Target Company set forth in Section 2.3(b) of the Disclosure Schedule (the “Payoff Indebtedness”), the amount to satisfy any Selling Expenses in cash equal to the Persons entitled thereto payoff amount due for such Indebtedness to such lender as set forth in accordance a customary payoff letter with invoices from respect to such Persons Indebtedness as provided by Seller Parent prior to Closing (such amounts, collectively, the “Payoff Amounts”); (c) on behalf of the applicable Seller Party to each Person identified on the Estimated Closing Statement, the amount of the Estimated Seller Transaction Expenses set forth opposite such Person’s name on the Estimated Closing Statement; provided that to the Purchaser prior extent any such Estimated Seller Transaction Expenses are considered compensation for services performed by a service provider of a Seller Party, such amounts shall be paid to Seller Parent, which will then cause such amounts to be paid to the Closingapplicable Person through payroll (subject to all required withholding); (d) on behalf of the Target Companies, to each Person identified on the Estimated Closing Statement, the amount of the Estimated Company Transaction Expenses set forth opposite such Person’s name on the Estimated Closing Statement; provided that to the extent any such Estimated Company Transaction Expenses are considered compensation for services performed by a service provider of a Seller Party or a Target Company, such amounts shall be paid to such Seller Party or such Target Company, which will then cause such amounts to the applicable Person through payroll (subject to all required withholding); and (ce) on behalf of the Adjustment Escrow AmountTarget Companies, to each Person (if any) identified on the Estimated Closing Statement, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each amount of the Closing Payments shall be made in the amounts and to the Persons as Estimated Company Indebtedness (excluding any Accrued Tax Amount) set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of opposite such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely Person’s name on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableEstimated Closing Statement.

Closing Payments. 2.8.1 At On the ClosingClosing Date, immediately prior to the Purchaser Merger Effective Time, Parent shall make deposit, or cause to be deposited, with the following payments Paying Agent, pursuant to the terms of a Paying Agent Agreement to be entered into by Parent and the Holders Representative with the Paying Agent, in substantially the form attached hereto as Exhibit L (the “Closing PaymentsPaying Agent Agreement”):), by wire transfer of immediately available funds to an account designated in writing by the Company or the Paying Agent (the “Settlement Fund”) for distribution to the Participating Holders (other than with respect to In-the-Money Options held by current or former employees, which are paid as set forth in Section 2.3.4(f)) in accordance with the terms of this Agreement, cash in an amount equal to: (a) the aggregate dollar amount to satisfy any Estimated Closing Indebtedness Merger Consideration; minus (b) the Aggregate Exchange Value, which shall be paid or caused to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), by Parent prior to the applicable obligees identified inMerger Effective Time, pursuant to, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the ClosingFounder Exchange Agreement; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; andminus (c) the Adjustment Escrow Amount, which shall be paid or caused to be paid by Parent at or prior to the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount Merger Effective Time to the Escrow Agent via by wire transfer to of immediately available funds for deposit in an escrow account designated by (the “Adjustment Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this AgreementAccount”), each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereofof the Escrow Agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”); minus (d) the Indemnity Escrow Amount, provided such payments were actually disbursed which shall be paid or caused to be paid by Parent at or prior to the Merger Effective Time to the Escrow Agent by wire transfer of immediately available funds for deposit in an escrow account (the “Indemnity Escrow Account”), in accordance with the Allocation Schedule terms of the Escrow Agreement; minus (e) the Holders Representative Expense Reserve, which shall be paid or any updates thereof from caused to be paid by Parent at or prior to the Equityholders’ RepresentativeMerger Effective Time to the Holders Representative by wire transfer of immediately available funds; minus (f) the portion of the Aggregate Option Consideration payable in respect of all outstanding In-the-Money Options held by current or former employees (the designated account for which shall be an account that permits the Surviving Corporation to make the payments set forth in Section 2.3.6 and effect the related tax withholding), as applicablewhich shall be paid by Parent (or cause to be paid by Parent) at the Applicable Time through the Surviving Corporation’s payroll system to each applicable Holder of In-the-Money Options that is a current or former employee who has delivered to the Paying Agent a duly and validly executed and completed Letter of Transmittal, in accordance with Section 2.3.6. For purposes of this clause (e), “Applicable Time” shall mean, with respect to a Holder of In-the-Money Options, (i) the Closing Date if such Holder has delivered a duly and validly executed Letter of Transmittal prior to the Closing Date, or (ii) if delivered after the Closing Date, the next practicable payroll date of the Surviving Corporation.

Closing Payments. 2.8.1 (i) Prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent. At the ClosingEffective Time, Parent shall deposit or cause to be deposited with the Exchange Agent (i) certificates representing the number of shares of Parent Common Stock sufficient to deliver, and Parent shall instruct the Exchange Agent to deliver, the Purchaser shall make Base Aggregate Stock Consideration minus the following payments shares of Parent Common Stock included in the Escrow Amount and (ii) an amount of cash equal to the “Closing Payments”):Estimated Adjusted Cash Consideration minus the cash portion of the Escrow Amount by wire transfer of immediately available funds. (aii) As soon as practicable following the aggregate dollar amount Closing Date, Parent or the Exchange Agent shall mail the Letter of Transmittal to satisfy any Closing Indebtedness to be paid each Company Securityholder at the Closing as identified address set forth opposite each such Company Securityholder’s name on the Closing Spreadsheet. (iii) Upon surrender of the Company Stock Certificates or Company Warrants representing their respective shares of Company Capital Stock for cancellation to Parent or the Exchange Agent, together with the Letter of Transmittal and the Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate or underlying such Company Warrant have been converted pursuant to Section 2.7 less the Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock including shares underlying any Company Warrant, based upon such holder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a). Upon the surrender of any such Company Stock Certificate, including the Geneia Short Term Indebtedness and Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Geneia Long Term Indebebtedness Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable in exchange for shares of Company Capital Stock (collectivelywithout interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7. (iv) As soon as reasonably practicable following the determination of the Final Adjusted Cash Consideration pursuant to Section 2.10, if the Final Adjusted Cash Consideration is less than the Estimated Adjusted Cash Consideration (such amount, the “Closing Indebtedness PaymentsShortfall Amount”), then Parent and the Stockholder’s Representative shall instruct the Escrow Agent to promptly release the Shortfall Amount from the Escrow Fund. As soon as reasonably practicable following the determination of the Final Adjusted Cash Consideration pursuant to Section 2.10, if the Final Adjusted Cash Consideration is greater than the Estimated Adjusted Cash Consideration (such amount, the “Excess Amount”), then Parent shall deposit an amount of cash equal to the applicable obligees identified in, and Excess Amount with the Exchange Agent for distribution to the Company Securityholders in accordance with, the pay-off letters with their Pro Rata Portions. (including the agreement of each such lender, upon satisfaction v) Notwithstanding anything in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable this Agreement to the Purchaser provided contrary, to the Purchaser prior to the Closing; provided, however, extent that the Geneia Long Term Indebtedness shall be satisfied by either (i) the payment of the Geneia Closing Payoff Excess Amount directly pursuant to Geneia and Section 2.9(b)(iv) or (ii) any payment resulting from the payment Estimated Adjusted Cash Consideration or the Base Aggregate Cash Consideration being in excess of Sixty-Two Million Dollars ($62,000,000) would result (absent this provision) in the cash portion of the Geneia Deferred Payoff Escrow AmountMerger Consideration (excluding, Adjustment Escrow Amount and Indemnity Escrow Amount to for the Escrow Agent in accordance with purposes of this Section 2.8.1(c2.9(v); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Deferred Merger Consideration) payable by Parent pursuant to this Agreement comprising more than sixty percent (60%) of the total consideration paid in the Merger (as determined pursuant to Treasury Regulations Section 1.368-1T(e)(2)), Parent shall substitute a sufficient number of shares of Parent Common Stock (valued at the per share closing price as of the date prior to the date hereof) for cash to satisfy its obligations under Sections 2.9(b)(iv) and any payment resulting from the Estimated Adjusted Cash Consideration or the Base Adjusted Cash Consideration being in excess of Sixty-Two Million Dollars ($62,000,000)) as applicable. (vi) From and after the Effective Time, Parent shall be permitted to instruct the Exchange Agent to pay any holder of Company Options not exercised prior to the Effective Time the Merger Consideration into which the shares of Company Capital Stock underlying such Company Options could have been converted as of immediately prior to the Effective Time had such Company Option been exercised (such amount, the “Option Consideration”) less (A) the exercise price of such Company Options, less (B) the Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock, based on such holder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent via wire transfer on such holder’s behalf pursuant to an account designated Section 2.9(a). The Option Consideration of a Company Option less the exercise price of such Company Option is referred to herein as the “Optionholder’s Portion of the Merger Consideration”. If any Company Option expires prior to the end of the Escrow Period without having been exercised, then the Optionholder’s Portion of the Merger Consideration with respect to their Company Options outstanding and unexercised as of immediately prior to the Effective Time shall be distributed to the Company Stockholders by the Escrow Exchange Agent to be deposited in separate accounts as provided in at the end of the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made Period in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed distribution procedures set forth in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableSection 8.7(b).

Closing Payments. 2.8.1 At the The Buyer shall pay at Closing, Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000) of the Purchaser shall make Purchase Price as follows, and in accordance with the following payment instructions for such payments (as set forth in the “Closing Payments”):Funds Flow Memo: (a) the aggregate dollar amount to satisfy any Closing Company Expenses as listed on the Company Expense/Indebtedness to Certificate shall be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c)Persons entitled thereto; (b) the aggregate dollar amount to satisfy any Selling Expenses Indebtedness of the Company as listed on the Company Expense/Indebtedness Certificate shall be paid to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; andthereto; (c) an amount equal to the Adjustment Escrow Amountaggregate gross amount payable to the Appreciation Rights Holders at Closing under the Appreciation Rights Closure Agreements, in connection with the cancellation of all Appreciation Rights held by the Appreciation Rights Holders, as indicated on the Closing Funds Flow Memo (such aggregate amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount “Appreciation Rights Closing Payment”) shall be paid to the Escrow Agent via wire transfer Company (it being agreed that as soon as practicable thereafter, the Member Representative and Buyer shall cause the Company to pay to each Appreciation Rights Holder an account designated by the Escrow Agent to be deposited amount in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance accordance with the terms of this Agreement, each such Appreciation Rights Holder’s allocable share of the Appreciation Rights Closing Payments shall be made in the amounts and to the Persons Payment as set forth in the Allocation Schedule. With respect Closing Funds Flow Memo (for payments made to distributions made or to be made at or in connection with the Closingany Appreciation Rights Holder, the Company allocable share owed to such Appreciation Rights Holder shall be responsible for instructing determined using the Payments Administrator and percentage set forth beside such Appreciation Rights Holder’s name in the Surviving Entity as to the distribution column of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule titled “Percentage”), less any amounts required to be withheld therefrom as updated contemplated by Section 2.6); and (d) an amount equal to Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000), less the Equityholderssum of the amounts provided for in the preceding clauses of this Section 2.3.2 (the “Sellers’ Representative and all funds are actually disbursed Closing Payment”) shall be paid to Sellers as set forth in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableClosing Funds Flow Memo.

Closing Payments. 2.8.1 At least three (3) Business Days prior to the Closing Date or such earlier time as required by the Title Company, Seller shall deliver to the Title Company and Buyer, in form and substance satisfactory to Buyer and the Title Company, a statement directing the distribution of the Closing Payment Amount at Closing (the “Funds Flow Statement”), including (i) any Seller Transaction Expenses, (ii) the outstanding balance of each Credit Facility as of the Closing Date, as reflected in the Payoff Letters, (iii) all Known Accounts Payable and Known Excluded Liabilities to be paid at Closing and the Accounts Payable Holdback Amount, (iv) the Noncompete Consideration, (v) the Indemnity Holdback Amount, (vi) the Warranty Holdback Amount, (vii) all other amounts to be paid out at Closing, and (viii) wire transfer instructions for each payment directed in the Funds Flow Statement. For the avoidance of doubt, the Title Company and Buyer shall be entitled to rely on the amounts, allocations and instructions set forth in the Funds Flow Statement without further investigation or inquiry. At the Closing, the Purchaser Title Company shall make the following payments (by wire transfer of immediately available funds to the “Closing Payments”):accounts designated in the Funds Flow Statement: (ai) to each Person to whom such amounts are due, the aggregate dollar amount Seller Transaction Expenses, in full satisfaction of all obligations of Seller arising at or prior to satisfy any Closing Indebtedness to be paid at the Closing in connection with the transactions contemplated hereby; (ii) to each respective financial institution or lender, the outstanding balance of each Credit Facility as identified on reflected in such lender’s Payoff Letter, in full satisfaction of all obligations of Seller under each such Credit Facility; (iii) to each Person to whom such amounts are due, all Known Accounts Payable and all Known Excluded Liabilities, in full satisfaction of the Closing Certificatesame; (iv) to each Seller Principal, including Ten Thousand Dollars ($10,000) individually (in the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectivelyaggregate, the “Closing Indebtedness PaymentsNoncompete Consideration”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (cv) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an Seller (in a single account designated by Seller), an amount equal to (A) the Escrow Agent to be deposited in separate accounts as provided in Closing Payment Amount, less (B) the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each sum of the Closing Payments shall be made amounts set forth in Sections 2(i)(i)-2(i)(iv), less (C) the amounts Indemnity Holdback Amount, and to less (D) the Persons Warranty Holdback Amount, as set forth in the Allocation Schedule. With respect to distributions made Funds Flow Statement, as adjusted for any credits, debits, or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed prorations in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableSection 7(n).

Closing Payments. 2.8.1 At the ClosingClosing and immediately following the Effective Time: (i) (A) with respect to each Equityholder who holds Company Capital Stock that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates representing such Company Capital Stock (collectively, such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) in the form attached hereto as Exhibit C, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to the Equityholders’ Representative for subsequent distribution to each holder of Company Capital Stock, the Purchaser portion of the Purchase Price-To Owners at Closing set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall, or shall make cause the following payments (Surviving Corporation to, pay and distribute to the “Equityholders’ Representative for subsequent distribution to each Optionholder the portion of the Purchase Price-To Owners at Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid to such Optionholders at the Closing as identified set forth on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each Date Allocation Schedule opposite such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and holder’s name. (ii) Parent shall, or shall cause the payment of Surviving Corporation to, deliver the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity General Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c)pursuant to the Escrow Agreement; (biii) Parent shall, or shall cause the aggregate dollar amount to satisfy any Selling Expenses to Surviving Corporation to, deliver the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Certain Matters Escrow Amount to the Escrow Agent via wire transfer pursuant to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and; 2.8.2 Subject to compliance with (iv) Parent shall, or shall cause the terms of this AgreementSurviving Corporation to, each of the Closing Payments shall be made in the amounts and pay to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closingapplicable parties, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions behalf of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaserits Subsidiaries, the Payments Administrator amount of the Unpaid Company Transaction Expenses, if any, to the account or accounts of such parties designated by the Company prior to the Closing Date by means of a wire transfer of immediately available funds (which amounts and payees shall be evidenced by written invoices for the full amount of each such payee’s Company Transaction Expenses, which invoice shall provide that, upon payment of such invoice, all amounts due to such payee by the Company and its Subsidiaries shall be paid in full); (v) Parent shall, or shall cause the Surviving Entity may rely Corporation to, pay to the appropriate persons, on behalf of the updated Allocation Schedule provided Company and its Subsidiaries, the Indebtedness Payment to the account or accounts of such parties designated by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement Company prior to the Payments Administrator and the Surviving Entity as provided hereinClosing Date by means of a wire transfer of immediately available funds (and, Purchaser shall have fulfilled its obligations with respect to each Person who is the beneficiary or the holder of any Encumbrance on any asset owned by the Company or any of its Subsidiaries, such payment. Neither Purchaser Person shall have delivered a payoff letter in the form and substance reasonably satisfactory to Parent, which such letter shall include that upon payment in full of the applicable Debt securing such Encumbrance such Person shall release and terminate all such Encumbrances); and (including indirectly through vi) Parent shall, or shall cause the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect Corporation to, pay to the distribution appropriate persons, on behalf of the Company and its Subsidiaries, the Change in Control Payments (except any portion thereof to be paid to the Escrow Agent immediately following the Effective Time as directed by the Company prior to the Closing Date), to the account or accounts of such payments among parties designated by the Equityholders and Geneia in accordance with Company prior to the terms hereofClosing Date, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableby means of a wire transfer of immediately available funds.

Closing Payments. 2.8.1 At the Closing, the Purchaser Buyer shall make or cause to be made, by wire transfer of immediately available funds, the following payments (the each such payment, a “Closing PaymentsPayment”):) and, as applicable, Buyer and Seller shall take the following actions: (a) payment to the account(s) designated by Seller of an aggregate dollar cash amount equal to satisfy any Closing Indebtedness to be paid at (A) the Closing as identified on the Closing CertificateBase Purchase Price, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness plus (collectivelyB) whether positive or negative, the Estimated Adjustment Amount, minus (C) the Escrow Amount (the “Estimated Closing Indebtedness PaymentsPurchase Price”), to the applicable obligees identified in, and in accordance with, the pay-off letters minus (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (iD) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Initial Escrow Release Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses Buyer and Seller shall deliver joint written instructions to the Persons entitled thereto Escrow Agent to release to Seller from the Escrow Account an amount equal to the Escrow Deposit plus all interest and earnings thereon, minus the Escrow Amount (the “Initial Escrow Release Amount”) by wire transfer of immediately available funds to the account designated by Seller (for avoidance of doubt, the Escrow Amount shall be retained in the Escrow Account to be released in accordance with invoices from such Persons provided to the Purchaser prior to the ClosingSection 1.4); and (c) payment on behalf of the Adjustment Escrow AmountCompany, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer payees thereof (or the Company with respect to an account designated by the Escrow Agent Transaction Expenses that are compensatory in nature, in which case such amounts are to be deposited paid through the Company’s payroll system as soon as practicable following the Closing Date (and in separate accounts as provided no event later than the next regularly scheduled payroll run of the Company following the Closing Date)) of an aggregate cash amount equal to the amount of all (i) Estimated Closing Date Indebtedness of the type identified in item (i) of the definition of “Indebtedness,” in the Escrow Agreement; and 2.8.2 Subject amounts and to compliance with recipients per formal payoff letters pursuant to Section 2.2(b), and (ii) Estimated Closing Transaction Expenses per invoices and wire support provided to Buyer at least three (3) Business Days prior to the terms of this Agreement, each Closing Date. Each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect Pre-Closing Statement delivered pursuant to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicableSection 1.4.

Closing Payments. 2.8.1 At the (a) Prior to Closing, the Purchaser Company shall make cause the following payments (agent for the lenders under the Debt Agreements to prepare and deliver to the Company a “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness payoff letter” or similar document (collectively, the “Payoff Letters”) specifying the aggregate amount of the Company’s monetary obligations (including principal, accrued interest, fees and expenses) that will be outstanding as of (and after giving effect to) the Closing Indebtedness Paymentsunder the Debt Agreements (the “Debt Repayment Amount”). At the Closing, Buyer shall (i) pay the Debt Repayment Amount in the manner provided in the Payoff Letters and (ii) cause all of the outstanding letters of credit issued on behalf of the Company to be fully cash collateralized or shall furnish such letters of credit or other substitute credit support arrangements as the applicable obligees identified in, and in accordance withbeneficiaries of such letters of credit may reasonably request. (b) At least two Business Days prior to Closing, the pay-off letters Company shall deliver to Buyer a certificate (including the agreement of each such lender“Merger Consideration Certificate”) duly certified by the Company’s chief financial officer, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by as accurately setting forth: (i) the payment names of each Unitholder of the Geneia Closing Payoff Amount directly Company immediately prior to Geneia the Effective Time, the number and class of Units held by each such Unitholder, and the aggregate Per Unit Merger Consideration payable to such Unitholder pursuant to Section 3.1(b) in respect of such Units; and (ii) the payment manner in which Per Unit Merger Consideration has been calculated (including supporting calculations presented in reasonable detail together with any applicable underlying documentation reasonably requested by Buyer) for the determination of each of (A) the Geneia Deferred Payoff Escrow Aggregate Merger Consideration, (B) the Unreturned Class A Priority Amount, Adjustment Escrow (C) the Unreturned Class B Priority Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (bD) the aggregate dollar amount Per Unit Residual Merger Consideration. The Class A Unitholder and the Class B Unitholders shall have the right to satisfy any Selling Expenses review and comment on the Merger Consideration Certificate prior to its delivery by the Persons entitled thereto Company to Buyer. Buyer and the Company shall work together in accordance with invoices from such Persons provided to the Purchaser good faith prior to the Closing; and (c) Closing in order to correct any manifest error that may appear on the Adjustment Escrow Amount, face of the Geneia Deferred Payoff Escrow Amount Merger Consideration Certificate. If there are any changes between the date of delivery of the Merger Consideration Certificate and the Indemnity Escrow Amount Closing in respect of items that are to be determined as of or immediately prior to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the ClosingEffective Time, the Company shall deliver to Buyer at the Closing an updated Merger Consideration Certificate that reflects any such changes. At the Closing, Buyer shall, or shall cause the Surviving Company to, remit to each Unitholder identified in the Merger Consideration Certificate the amount identified therein as payable to such Unitholder pursuant to Section 3.1(b) in respect of such Unitholder’s Units, which amounts shall be responsible payable by wire transfer of immediately available funds on the Closing Date to the account designated for instructing such Unitholder in the Payments Administrator Merger Consideration Certificate (or if an account is not designated for such Unitholder in the Merger Consideration Certificate, by check). Buyer shall be entitled to rely on the Merger Consideration Certificate for remittance amounts and instructions, it being understood that the aggregate amount to be remitted to Unitholders by Buyer pursuant to the Merger Consideration Certificate shall in no event exceed the Aggregate Merger Consideration. Parent, Buyer and the Surviving Entity Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Units such amounts as may be required to be deducted or withheld therefrom under the distribution Code or under any provision of state, local or foreign Tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, the amount of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and consideration shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and be treated for all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it purposes under this Agreement as having been paid to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall Person to whom such consideration would otherwise have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, as applicablebeen paid.

Closing Payments. 2.8.1 At (i) Not less than two (2) business days prior to the Closing, the Purchaser Company shall make the following payments deliver to Parent a reasonably detailed statement (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified based on the Closing Certificatebalance sheet and other financial statements of the Company and its Subsidiaries as of October 31, including 2016, plus all known changes and adjustments occurring since October 31, 2016) setting forth the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement Company’s good faith estimates of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia Date Net Working Capital (“Estimated Closing Date Net Working Capital”), and (ii) the payment Transaction Expenses (the “Estimated Transaction Expenses”). (ii) Such statement (the “Estimated Closing Statement”) also shall set forth the amount of the Geneia Deferred Payoff Escrow Closing Date Indebtedness, if applicable. The Estimated Closing Statement shall be certified by the Seller and shall be accompanied by such supporting documentation as Parent shall reasonably request. The Company shall make its Representatives available to Parent during the two (2) business days referenced in the first sentence of subsection (a)(i) to respond to any questions or requests that Parent may have with respect to the Estimated Closing Statement. (iii) For purposes of this Agreement, the “Estimated Purchase Price” shall be a cash payment equal to the Base Amount, Adjustment plus (i) the amount by which the Estimated Closing Date Net Working Capital exceeds the Closing Date Net Working Capital Target, if applicable, minus (ii) the amount by which the Closing Date Net Working Capital Target exceeds the Estimated Closing Date Net Working Capital, if applicable, minus (iii) the Closing Date Indebtedness, and minus (iv) the Estimated Transaction Expenses. (iv) At the Closing, Parent shall pay to the Seller, by wire transfer of immediately available funds into accounts designated in writing by the Seller not less than three (3) business days prior to the Closing Date, (i) the Estimated Purchase Price, minus (ii) the Escrow Amount and Indemnity Escrow Amount (the “Adjusted Estimated Purchase Price”). (v) Subject to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses receipt of customary payoff letters, to the Persons entitled thereto in accordance with invoices from extent the Company has not previously made such Persons provided to the Purchaser payment on or prior to the Closing; and , at the Closing, (ci) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount Parent shall cause wire transfers of immediately available funds to the Escrow Agent via wire transfer be made to an account designated by the Escrow Agent Bank Lender under the Loan Agreement at least two (2) Business Days prior to be deposited the Closing Date, in separate accounts as provided in an amount equal to the Escrow Agreement; and 2.8.2 Subject to compliance with total Indebtedness under the terms of this Loan Agreement, each of the Closing Payments shall be made in the together with all other amounts then due and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or payable thereunder in connection with the Closing, termination thereof and (ii) at the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions direction of the Company and Seller, Parent shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all cause wire transfers of immediately available funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after to one or more accounts designated by the Closing, Purchaser, Sellers at least two (2) business days prior to the Payments Administrator and Closing Date in payment of the Surviving Entity may rely Transaction Expenses that are reflected on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser Estimated Closing Statement (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect that may be due and owing to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereof, provided such payments were actually disbursed in accordance with the Allocation Schedule or any updates thereof from the Equityholders’ Representative, Lazard (as applicabledefined hereinafter)).

Closing Payments. 2.8.1 At (i) As of the Closing, the Purchaser Sellers shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness have paid, or caused to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectivelypaid, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and Company Transaction Expenses; (ii) the payment As of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall have paid, or caused to be responsible for instructing paid, the Payments Administrator Indebtedness Amount; (iii) Buyer shall issue and deliver to Sellers and Optionholders evidence in book-entry form of the Surviving Entity as Closing Stock Consideration, with customary restrictive legends; (iv) Buyer shall pay to Sellers and Optionholders an amount equal to the distribution Estimated Closing Cash Payment, which will be paid to Sellers by wire transfer of such amounts then depositedimmediately available funds to the account(s) designated by Sellers in accordance with the Payment Schedule, and to Optionholders through the payroll system of Buyer or the Company. Purchaser, The percentage of the Payments Administrator Estimated Closing Cash Payment payable to each individual Seller and the Surviving Entity may rely Optionholder shall be determined based on such instructions Seller or Optionholder’s Pro Rata Share; (v) Buyer shall pay to the Escrow Agent an amount in cash equal to the Escrow Amount for deposit into a separate escrow account (the “Escrow Account”), to be used, in the case of the Indemnification Escrow, as security and a source of payment for the obligations of Sellers pursuant to the terms of this Agreement; and (vi) Buyer shall pay to the Seller Representative $200,000 (the “Expense Fund”), which will be held by the Seller Representative as agent and for the benefit of Sellers in a segregated client account and which will be used for (a) the purpose of paying the fees and expenses incurred, or that may in the future be incurred, by the Seller Representative on behalf of the Company and shall have no responsibility Sellers in connection with the consummation of the transactions contemplated hereby or liability with respect theretootherwise in its capacity as the Seller Representative, provided(b) for the purposes of paying directly, that such or reimbursing the Seller Representative for, any third party expenses pursuant to this Agreement (c) paying any Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made tax obligations payable by the Sellers under this Agreement after the ClosingClosing or (d) as otherwise determined by the Seller Representative. The Seller Representative will hold the Expense Fund separate from its corporate or personal funds and will not voluntarily make it available to its creditors in the event of bankruptcy. Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Seller Representative any ownership right that they may otherwise have had in any such interest or earnings. The Seller Representative is not providing any investment supervision, Purchaserrecommendations or advice and will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the completion of the Seller Representative’s responsibilities, the Payments Administrator and Seller Representative will deliver the Surviving Entity may rely on remaining balance of the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made Expense Fund to Sellers in accordance with the Allocation Schedule Payment Schedule. For tax purposes, the Expense Fund will be treated as updated having been received and voluntarily set aside by the Equityholders’ Sellers at Closing. The Seller Representative and all funds are actually disbursed is not acting as a withholding agent or in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia similar capacity in accordance connection with the terms hereofExpense Fund, provided such payments were actually disbursed in accordance with the Allocation Schedule and has no tax reporting or any updates thereof from the Equityholders’ Representative, income distribution obligations hereunder except as applicablerequired by applicable Law.

Closing Payments. 2.8.1 (a) On or prior to the date hereof, the Sellers shall have prepared and delivered to the Buyer a statement (the “Closing Statement”) containing an estimate of the Purchase Price as of the Effective Time (the “Estimated Purchase Price”), which Closing Statement shall include schedules setting forth estimates of the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and the Transaction Expenses, in each case, as of the Effective Time. (b) At the Closing, the Purchaser shall make the following payments shall be made: (i) The Buyer shall deliver to the Sellers, by wire transfer of immediately available funds to the bank account or accounts as shall be designated in writing by the Sellers, an amount equal to the Estimated Purchase Price, less the Indemnification Escrow Amount (the “Closing Payments”): (a) Estimated Purchase Price, less the aggregate dollar amount Indemnification Escrow Amount shall be referred to satisfy any Closing Indebtedness to be paid at the Closing herein as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Sellers’ Closing Indebtedness PaymentsPayment”), to which amount shall be allocated among the applicable obligees identified inSellers in the manner set forth in Exhibit 2.3 attached hereto, and in accordance withwith the understanding that the corresponding allocated portions of the Minority ▇▇▇▇▇ DM Purchase Price, the pay-off letters Majority JHDM Purchase Price and the Minority JHDM Purchase Price shall be paid directly by the Buyer to JI (including for the agreement benefit of each such lenderof JI and JIH, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and as applicable). (ii) The Buyer shall deliver the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Indemnification Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to for deposit into an escrow account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely on the updated Allocation Schedule provided by the Equityholders’ Representative for distributions and shall have no responsibility or liability with respect thereto, provided that the distributions are made in accordance with the Allocation Schedule as updated by the Equityholders’ Representative and all funds are actually disbursed in accordance with such instructions. Upon Purchaser making each aggregate payment required of it under this Agreement to the Payments Administrator and the Surviving Entity as provided herein, Purchaser shall have fulfilled its obligations with respect to such payment. Neither Purchaser (including indirectly through the Surviving Entity) nor the Payments Administrator shall have any liability whatsoever with respect to the distribution of such payments among the Equityholders and Geneia in accordance with the terms hereofand conditions of the Indemnification Escrow Agreement. (iii) The Buyer shall, provided on behalf of the Target Companies, deliver to each holder of Closing Indebtedness identified on the Closing Statement, by wire transfer of immediately available funds to such payments were actually disbursed bank account as shall be designated in accordance with the Allocation Schedule or any updates thereof from payoff letter for each such holder as described in Section 3.2(k), below, the Equityholders’ Representativeamount reflected in such payoff letter. (iv) The Buyer shall, on behalf of the Sellers and the Target Companies, deliver to each party owed Transaction Expenses identified on the Closing Statement, by wire transfer of immediately available funds to such bank account as applicableshall be designated in writing by such party, the amount set forth opposite such party’s name on the Closing Statement.