Common use of Closing Consideration Clause in Contracts

Closing Consideration. (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

Closing Consideration. (a) The total consideration for the Purchased Assets shall consist of the following: 2.1.1 At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount14,110,000, as adjusted in accordance with pursuant to this Section 2.72.1.1 and Section 6.5 (as adjusted, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: less (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance Deposit (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”Section 2.1.2) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested $1,000,000 United States Dollars previously paid by Buyer for purposes of to Lang ▇▇▇▇▇’s assessment ▇▇▇ LLP, Seller's law firm, to hold in escrow for the benefit of any credit-related impairments Seller, plus interest earned thereon (the “Buyer Prepayment”), which Buyer Prepayment shall be paid by Lang ▇▇▇▇▇▇▇▇ LLP to Seller on the Closing Date (the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or credit-related losses as of accounts designated by Seller by written notice to Buyer given at least two (2) business days prior to the Closing Date. Seller shall sell, convey, assign, transfer and deliver to Buyer an estimated balance sheet of the applicable Reinsurer free Seller as of May 31, 2008 (the “Estimated Balance Sheet”), such balance sheet to be prepared in accordance with GAAP (as defined below). Seller shall determine the “Estimated Net Purchased Assets Value” by subtracting the liabilities shown on the Estimated Balance Sheet that would be Assumed Liabilities (as set forth on Exhibit G) if the transaction were closing on the date of the Estimated Balance Sheet from the assets shown on the Estimated Balance Sheet that would be Purchased Assets (as set forth on Exhibit G) if the transaction were closing on the date of the Estimated Balance Sheet. If the Estimated Net Purchased Assets Value is greater than -0-, the Initial Payment shall be increased by the amount by which the Estimated Net Purchased Assets Value is greater than -0-. If the Estimated Net Purchased Assets Value is less than -0-, the Initial Payment shall be decreased by the amount by which the Estimated Net Purchased Assets Value is less than -0-. (a) At the Closing, Buyer also shall deposit $750,000 (such amount, the “Deposit”) with Stikeman Elliott LLP, as escrow agent (the “Escrow Agent”), which amount shall be held and clear disposed of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title pursuant to the Transferred Investment Assets terms of this Agreement and an escrow agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Agreement shall be executed and delivered by Buyer, Seller and the Escrow Agent at the Closing. $250,000 of the Escrow Fund (as defined below) will be released to Seller on the earlier of (i) the date that all Purchased Receivables (net of any allowance for doubtful accounts on the Audited Financial Statements) have been collected or (ii) the date that Seller and Shareholder have made payment to Buyer of an amount in cash equal to the difference between the Purchased Receivables (net of any allowance for doubtful accounts on the Audited Financial Statements) and the amount collected in respect of such Purchased Receivables in accordance with Section 6.10 hereof. Provided no dispute then exists as to any claim by Buyer of all or a portion of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all Escrow Fund and after giving effect to any additional payments in satisfaction of Seller’s rightsand the Sole Shareholder’s representations, title warranties, covenants and interest theretoobligations under this Agreement, including with respect $250,000 of the remaining Escrow Fund will be released to Seller on the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following one year anniversary of the Closing Date). Provided no dispute then exists as to any claim by Buyer of all or a portion of the Escrow Fund and after giving effect to any additional payments in satisfaction of Seller’s and the Sole Shareholder’s representations, including reasonable attorneys’ feeswarranties, covenants and obligations under this Agreement, the remaining Escrow Fund will be released to Seller on the eighteen month anniversary of the Closing Date and the Escrow Agreement shall thereupon terminate. To the extent a dispute does exist as to a claim or claims on any either of the one year, or eighteen month anniversaries of the Closing Date described above, an amount equal to the amount of such claim or claims will be withheld from such remaining Escrow Fund and will continue to be held in connection accordance with the transfers provisions of assets to this Agreement and the PICA FSS Trust Accounts Escrow Agreement until such claim or the Reinsurers (including claims have been fully resolved. Seller’s obligations under this Agreement shall not be affected by any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.termination

Closing Consideration. (ai) At the Closing, Buyer shall pay subject to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets reduction pursuant to Section 2.12.4(f), ABIOMED shall deliver to the Impella Stockholders an aggregate amount of cash 4,035,544 shares of ABIOMED Common Stock minus the number of shares included in the Escrowed Consideration (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus), minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement which aggregate amount may be increased in accordance with the provisions of Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”2.4(a)(ii). (b) . At the Closing, ABIOMED shall deliver to the Stockholders’ Representative on behalf of each Impella Stockholder, each Impella Stockholder’s portion of the Closing Consideration as set forth on Exhibit A. ABIOMED shall have no obligation to deliver any Impella Stockholder’s portion of the Closing Consideration, the Escrowed Consideration, the Additional Consideration, or the Contingent Consideration unless ABIOMED shall have first received from such Impella Stockholder one or more stock certificates or global stock certificates representing the Impella Outstanding Capital Stock held by such Impella Stockholder, duly endorsed in accordance blank, with any required transfer stamps affixed thereto, provided, however, that if such stock certificates or global stock certificates representing the PICA FSS Reinsurance Agreements: Impella Outstanding Capital Stock held by such Impella Stockholder have been lost or destroyed, such Impella Stockholder may instead provide ABIOMED with written confirmation, reasonably satisfactory to ABIOMED, that: (i) Seller shall transfer for deposit into such Impella Stockholder has not transferred the applicable PICA FSS Trust Account Investment Assets respective shares of Impella Outstanding Capital Stock; (PICAii) that are Authorized Investments selected such Impella Stockholder has not endorsed the respective shares of Impella Outstanding Capital Stock; and valued in accordance with (iii) if located, such Impella Stockholder will immediately hand over such stock certificates or global stock certificates representing the Valuation Methodologies with an aggregate fair market value equal Impella Outstanding Capital Stock. Notwithstanding anything to the Net Initial Reinsurance Settlement Amount for contrary contained in this Agreement, ABIOMED shall have satisfied its obligation to deliver the Closing Consideration and the Escrow Consideration at the Closing if it shall have issued to its transfer agent, American Stock Transfer & Trust Company, an irrevocable instruction to issue the Closing Consideration and Escrow Consideration, setting forth the name and denomination of each stock certificate to be so issued and any applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); providedtransfer legends to be contained thereon, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (and such excess amount with respect transfer agent shall have confirmed to the applicable PICA FSS Reinsurance AgreementImpella Stockholders in writing the receipt of such instruction, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly in a customary form reasonably satisfactory to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account;Impella Stockholders. (ii) The applicable Reinsurer shall transfer aggregate number of shares of ABIOMED Common Stock to be paid to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect Impella Stockholders shall be subject to adjustment as follows: if the average price per share of ABIOMED Common Stock determined in accordance with this paragraph with respect to the transfers contemplated date 18 months after the Closing Date (the “18 Month Date”) is between US$15 and US$18, ABIOMED will pay the Impella Stockholders aggregate additional consideration in an amount equal to (A) the difference between US$18 and such average multiplied by Section 2.3(b)(i(B) the difference between (x) 4.2 million shares and (y) the number of shares of ABIOMED Common Stock comprising the Closing Consideration sold or transferred by any Impella Stockholder during the period between the Closing and the 18 Month Date (the “Additional Consideration”), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each it being understood that any Impella Stockholder having made such PICA FSS Trust Account is equal a sale or transfer will not be entitled to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as any Additional Consideration with respect to such sold shares of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller ABIOMED Common Stock. For purposes of this Section, a sale or transfer of ABIOMED Common Stock by an Impella Stockholder shall credit be deemed to the applicable Modco Account the applicable Separate Account Assets (occur at such time as such terms Impella Stockholder is no longer the record owner of such shares as set forth on ABIOMED’s stockholder records; provided that transfers by an Impella Stockholder to any Permitted Transferee as a gift, partnership distribution or other non-sale related transfer without consideration (a “Permitted Transfer”) shall not be considered a sale or transfer for purposes of this subsection so long as (a) at the time of such Permitted Transfer, ABIOMED and the Stockholders’ Representative are defined given written notice by the Holder stating the name and address of such Permitted Transferee and identifying the Closing Consideration being so transferred, (b) such Permitted Transferee agrees in the PICA FSS Reinsurance Agreements). writing to be bound by this Agreement, and (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days 10 days prior to the anticipated 18 Month Date, the Stockholders’ Representative shall provide ABIOMED with an updated list of all such Permitted Transferees and the number of shares of Closing Consideration then owned by each such Permitted Transferee. ABIOMED will have two months after such 18 Month Date a statement setting forth an allocation to determine whether such Additional Consideration will be paid in cash, ABIOMED Common Stock or both. In the event that ABIOMED elects to pay all or part of the full amount Additional Consideration in ABIOMED Common Stock, the value of such ABIOMED Common Stock shall be deemed to be the Ceding Commission between each average price of the PICA FSS Reinsurance Agreements. ABIOMED Common Stock as calculated in this clause (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assetsii). Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer The average price for purposes of ▇▇▇▇▇’s assessment this clause (ii) will be the average of the daily volume weighted average price per share of ABIOMED Common Stock on the Nasdaq National Market System, based on trading between 9:30 a.m. and 4:00 p.m. Eastern Time, as reported by Bloomberg Financial L.P., on the twenty (20) trading days before such 18 Month Date. During the two weeks prior to and after the 18 Month Date, ABIOMED shall, in good faith, not take, directly or indirectly, any credit-related impairments action intentionally designed to cause or credit-related losses as result in stabilization or manipulation of the price of the ABIOMED Common Stock for the purpose of reducing the Additional Consideration payable hereunder. Within 20 months of the Closing Date. Seller , ABIOMED shall sell, convey, assign, transfer and deliver pay to the applicable Reinsurer free and clear Stockholders’ Representative on behalf of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect each Impella Stockholder each Impella Stockholder’s Pro Rata Share of the PICA FSS Reinsurance Agreements (Additional Consideration; provided, however, that for purposes of this payment, the avoidance Pro Rata Share of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to any Impella Stockholder shall be transferred equal to a PICA FSS Trust Account fraction, the numerator of which is the number of shares of ABIOMED Common Stock held by such Impella Stockholder as of the 18 Month Date, and the denominator of which is the number of shares of ABIOMED Common Stock held by all Impella Stockholders as of the 18 Month Date. In the event that ABIOMED chooses to pay all or a portion of the Additional Consideration in cash, ABIOMED shall be transferred pay such portion of the Additional Consideration by wire transfer in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection accordance with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.Exhibit A.

Closing Consideration. (a) In order to determine the Closing Inventory Amount, representatives of Seller and Buyer shall take a physical inventory of the Inventory as of the Closing Date that are included in the Acquired Assets (the “Physical Inventory”). The Physical Inventory will be recorded in duplicate books, each of which the representatives of Seller and Buyer shall sign. The Inventory shall be valued at the Seller’s latest invoice cost, net of discounts and slow-moving and obsolete Inventory as agreed by Seller and Buyer. The Closing Inventory Amount shall be subject to adjustment pursuant to Section 2.6. (b) Prior to the Closing Date, Buyer and Seller will agree upon a written statement (the “Estimated Closing Statement”) setting forth the calculation of a good faith estimate of the Closing Date Purchase Price (the “Estimated Closing Date Purchase Price”), including all components thereof. At the Closing, Buyer will pay in cash: (i) the Closing Indebtedness payable to the holders of Closing Indebtedness designated in the payoff letters delivered to Buyer pursuant to Section 2.8(a)(iv); (ii) the Escrow Amount to the Escrow Agent, which shall be held by the Escrow Agent and released to the proper Party or Parties upon the terms and conditions set forth in the Escrow Agreement; and (iii) to Seller, the Closing Date Purchase Price, by wire transfer of immediately available funds, pursuant to instructions delivered to Buyer no less than three business days prior to the Closing Date. (c) At the Closing, Buyer Parent shall pay issue to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellersa common stock purchase warrant, in consideration for substantially the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash form attached hereto as Exhibit C (the “Closing ConsiderationWarrant”), to purchase Twenty-two Million (22,000,000) equal to $1,978,151,867 shares (the “Base Purchase PriceWarrant Shares”) plus any Adjusted Statutory Book Value Surplusof common shares, minus any Adjusted Statutory Book Value Deficitno par value per share, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 of Buyer Parent (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase PriceBuyer Parent Common Shares”). (b) At . The Warrant and the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that Warrant Shares are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal collectively referred to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement herein as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets Buyer Securities.” The Warrant shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected exercisable at any time on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days or prior to the anticipated Closing Date a statement setting forth an allocation tenth (10th) anniversary of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as date of the Closing Date for and shall have an exercise price equal to the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in closing price per share of the Transferred Investment Assets. Following Buyer Parent Common Shares, either on the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes trading day immediate prior to the Closing Date (if the Closing occurs prior to the close of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of trading on the NYSE American stock exchange on the Closing Date. Seller shall sell, convey, assign, transfer and deliver to ) or on the applicable Reinsurer free and clear Closing Date (if the Closing occurs after the closing of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under trading on the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit NYSE American stock exchange on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

Closing Consideration. (a) Prior to the Closing Date, Buyer and Seller will agree upon a written statement (the “Estimated Closing Statement”) setting forth the calculation of a good faith estimate of the Closing Date Purchase Price (the “Estimated Closing Date Purchase Price”), including all components thereof. At the Closing, Buyer shall will pay in cash: (i) the Closing Indebtedness payable to Seller or its designee, and Seller or its designee shall receive on behalf the holders of Closing Indebtedness designated in the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets payoff letters delivered to Buyer pursuant to Section 2.12.8(a)(iv); (ii) the Escrow Amount to the Escrow Agent, an amount of cash which shall be held by the Escrow Agent and released to the proper Party or Parties upon the terms and conditions set forth in the Escrow Agreement; and (iii) to Seller, the “Closing Consideration”) equal to $1,978,151,867 (the “Base Date Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficitby wire transfer of immediately available funds, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference pursuant to instructions delivered to Buyer no less than three business days prior to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”)Date. (b) At the Closing, Buyer Parent shall issue to Seller a common stock purchase warrant, in accordance with substantially the PICA FSS Reinsurance Agreements: form attached hereto as Exhibit C (ithe “Warrant”), to purchase Ten Million (10,000,000) Seller shall transfer for deposit into shares (the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment AssetsWarrant Shares”) in accordance with Section 2.3(dof common shares, no par value per share, of Buyer Parent (the “Buyer Parent Common Shares”); provided, if . The Warrant and the Warrant Shares are collectively referred to herein as the “Buyer Securities.” The Warrant shall be exercisable at any time between the Closing Date and the tenth (A10th) the amount anniversary of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as date of the Closing Date for and shall have an exercise price equal to the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in closing price per share of the Transferred Investment Assets. Following Buyer Parent Common Shares, as reported on the ClosingNYSE American stock exchange, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes either on the trading day immediate prior to the Closing Date (if the Closing occurs prior to the close of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of trading on the NYSE American stock exchange on the Closing Date. Seller shall sell, convey, assign, transfer and deliver to ) or on the applicable Reinsurer free and clear Closing Date (if the Closing occurs after the closing of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under trading on the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit NYSE American stock exchange on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

Closing Consideration. (a) At The aggregate consideration to be received by the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, Stockholders in consideration exchange for the purchase of Capital Stock at the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash Closing (the “Closing Consideration”) shall be equal to (i) four hundred fifty million dollars ($1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit450,000,000), plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to (ii) the Estimated Closing Statement in accordance with Section 2.6 Cash, plus (such aggregate iii) the amount, as adjusted if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, less (iv) the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, less (v) Estimated Closing Indebtedness, less (vi) Estimated Closing Transaction Expenses, less (vii) the Retention Escrow Amount, payable in accordance with Section 2.7the form of the Retention Escrow Shares deposited into the Retention Escrow Account at Closing, less (viii) the “Purchase Price”Working Capital Escrow Amount, payable in the form of the Working Capital Escrow Shares deposited into the Working Capital Escrow Account at Closing, less (ix) the Special Indemnity Escrow Amount, payable in the form of the Special Indemnity Escrow Shares deposited into the Special Indemnity Escrow Account at Closing, less (x) the Special Indemnity Escrow Amount (Open Source), payable in the form of the Special Indemnity Escrow Shares (Open Source) deposited into the Special Indemnity Escrow Account (Open Source) at Closing, less (xi) the Secured Convertible Promissory Note Amount, and less (xii) the SAFE Amount. The Closing Consideration shall be paid in shares of Parent Common Stock. The Working Capital Escrow Amount shall be deposited into the Working Capital Escrow Account in the form of the Working Capital Escrow Shares. The Retention Escrow Amount shall be deposited into the Retention Escrow Account in the form of the Retention Escrow Shares. The Special Indemnity Escrow Amount shall be deposited into the Special Indemnity Escrow Account in the form of the Special Indemnity Escrow Shares. The Special Indemnity Escrow Amount (Open Source) shall be deposited into the Special Indemnity Escrow Account (Open Source) in the form of the Special Indemnity Escrow Shares (Open Source). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing, the Company shall deliver to Parent a statement, certified by the chief executive officer of the Company, setting forth (i) the Company’s good faith estimates of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), Closing Cash (the “Estimated Closing Cash”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), together with reasonable supporting documentation, and (ii) a calculation of the Closing Consideration based upon such estimates. Parent shall have the opportunity to review all materials and information used by the Company and their respective Representatives in preparing such estimate and the Company shall make available such personnel as are reasonably necessary to assist Parent in its review of the Closing Date Statement. Such statement, as and to the extent accepted by Parent in its good faith reasonable discretion, is referred to herein as the “Closing Date Statement.” (c) On the date that is five (5) days prior to the Closing, the Company shall deliver to Parent a statement setting (the “Allocation Statement”) that sets forth an allocation a detailed breakdown of all amounts payable at the Closing pursuant to this Article II (and in accordance with the terms of this Agreement), including: (i) the names and addresses of each Stockholder; (ii) the number of shares of Capital Stock held by each Stockholder as of immediately prior to the Effective Time; (iii) the Fully Diluted Share Number; (iv) the Per Share Closing Consideration; (v) the share of each Stockholder, in percentage interest terms, of (v) the Retention Escrow Shares, (w) the Working Capital Escrow Shares, (x) the Special Indemnity Escrow Shares, (y) the Special Indemnity Escrow Shares (Open Source) and (z) any Shortfall Amount; and (vi) the Per Share Merger Consideration for each Stockholder. The Allocation Statement shall be subject to Parent’s review and approval and shall be certified by the chief executive officer of the full amount Company on behalf of the Ceding Commission between each Company as the complete and accurate calculation of the PICA FSS Reinsurance Agreementsall amounts to be paid by Parent to payees pursuant to this Agreement. (d) Seller At Closing, Parent, on behalf of the Company, shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments pay or credit-related losses cause to be paid the Closing Transaction Expenses specified in value as of the Closing Date for Statement. (e) Upon the Transferred Investment Assets Effective Time, Parent shall: (i) deliver, or cause to be delivered, to the Escrow Agent, as soon as practicable after the Effective Time, the (A) the Retention Escrow Shares, which shall be held in a segregated account administered by the Escrow Agent in accordance with this Agreement and reflect any credit- related impairments or credit-related losses the Escrow Agreement (the “Retention Escrow Account”) in value from such process in order to secure the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as obligations of the Closing Date. Seller Stockholders pursuant to Article VIII; (B) Working Capital Escrow Shares, which shall sell, convey, assign, transfer be held in a segregated account administered by the Escrow Agent in accordance with this Agreement and deliver the Escrow Agreement (the “Working Capital Escrow Account”) in order to secure the applicable Reinsurer free and clear obligations of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets Stockholders in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner post-Closing purchase price adjustment set forth in Section 2.9 (Purchase Price Adjustment); (C) the applicable PICA FSS Trust Agreement. All third-party costs Special Indemnity Escrow Shares, which shall be held in a segregated account administered by the Escrow Agent in accordance with this Agreement and the Escrow Agreement (the “Special Indemnity Escrow Account”) in order to secure certain of the obligations of the Stockholders pursuant to Article VIII; and (D) the Special Indemnity Escrow Shares (Open Source), which shall be held in a segregated account administered by the Escrow Agent in accordance with this Agreement and the Escrow Agreement (the “Special Indemnity Escrow Account (Open Source)”) in order to secure certain of the obligations of the Stockholders pursuant to Article VIII; and (ii) deliver, or expenses incurred cause to be delivered, to the Administrator, at least three (whether 3) Business Days prior to, on or following to the Closing Date), including reasonable attorneys’ fees, for further distribution to the Stockholders in connection accordance with the transfers Allocation Statement, the Closing Consideration Shares. (f) The Merger Consideration delivered by or at the direction of assets Parent in exchange for the Stock Certificates in accordance with this Article II shall be deemed to be full payment and satisfaction of all rights pertaining to all shares of Capital Stock. The parties hereto acknowledge and agree that (i) the delivery to the PICA FSS Trust Accounts Stockholders of the Merger Consideration pursuant to this Agreement shall be administered by, and shall be the sole responsibility of, the Company and the Administrator (solely in respect of the Stock Consideration) upon delivery by or at the direction of Parent to the Administrator, as applicable, of the Merger Consideration in accordance with the terms of this Agreement, (ii) Parent shall be entitled to rely on the Allocation Statement in delivering Merger Consideration under this Agreement and neither Parent nor the Surviving Corporation shall be responsible for the calculations or the Reinsurers determinations regarding such calculations in the Allocation Statement and (including iii) after delivering, or causing to be delivered, the Stock Consideration to the Administrator neither Parent, the Company, Merger Sub, the Surviving Corporation nor any re-registrations of their respective Affiliates shall have any liability to any Person for the allocation or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyerdistribution of the Merger Consideration among the Stockholders.

Closing Consideration. (a) At The aggregate consideration to be received by the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, Stockholders in consideration exchange for the purchase of Capital Stock at the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash Closing (the “Closing Consideration”) shall be equal to (i) Fifty Million Dollars ($1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit50,000,000), plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to (ii) the Estimated Closing Statement in accordance with Section 2.6 Cash, plus (such aggregate iii) the amount, as adjusted if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, less (iv) the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, less (v) Estimated Closing Indebtedness, less (vi) Estimated Closing Transaction Expenses, less (vii) the Indemnity Escrow Amount, payable in accordance with Section 2.7the form of the Indemnity Escrow Shares deposited into the Indemnity Escrow Account at Closing, less (viii) the “Purchase Price”)Working Capital Escrow Amount. The Closing Consideration and Working Capital Escrow Amount shall each be paid in cash. The Indemnity Escrow Amount shall comprise the Stock Consideration and be deposited into the Indemnity Escrow Account in the form of the Indemnity Escrow Shares. (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing, the Company shall deliver to Parent a statement, certified by the chief executive officer of the Company, setting forth (i) the Company’s good faith estimates of Closing Net Working Capital (the “Estimated Closing Net Working Capital”), Closing Cash (the “Estimated Closing Cash”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), together with reasonable supporting documentation, and (ii) a calculation of the Closing Consideration based upon such estimates. Parent shall have the opportunity to review all materials and information used by the Company and their respective Representatives in preparing such estimate and the Company shall make available such personnel as are reasonably necessary to assist Parent in its review of the Closing Date Statement. Such statement, as and to the extent accepted by Parent in its good faith reasonable discretion, is referred to herein as the “Closing Date Statement.” (c) On the date that is five (5) days prior to the Closing, the Company shall deliver to Parent a statement setting (the “Allocation Statement”) that sets forth an allocation a detailed breakdown of all amounts payable at the Closing pursuant to this Article II (and in accordance with the terms of this Agreement), including: (i) the names and addresses of each Stockholder; (ii) the number of shares of Capital Stock held by each Stockholder as of immediately prior to the Effective Time; (iii) the Fully Diluted Share Number; (iv) the Per Share Closing Consideration; (v) the share of each Stockholder, in percentage interest terms, of (x) the Indemnity Escrow Shares, (y) the Working Capital Escrow Amount, and (z) any Shortfall Amount. (vi) the Per Share Merger Consideration for each Stockholder. The Allocation Statement shall be subject to Parent’s review and approval and shall be certified by the chief executive officer of the full amount Company on behalf of the Ceding Commission between each Company as the complete and accurate calculation of the PICA FSS Reinsurance Agreementsall amounts to be paid by Parent to payees pursuant to this Agreement. (d) Seller Upon the Effective Time, Parent shall: (i) deliver, or cause to be delivered, to the Escrow Agent, by wire transfer of immediately available funds or as soon as practicable after the Effective Time physical delivery of (as applicable), (A) the Indemnity Escrow Shares, which shall undertake its ordinary course process consistent be held in a segregated account administered by the Escrow Agent in accordance with past practice for determining any credit-related impairments or credit-related losses this Agreement and the Escrow Agreement (the “Indemnity Escrow Account”) in value as order to secure the obligations of the Closing Date for Stockholders pursuant to Article VIII and (B) the Transferred Investment Assets Working Capital Escrow Amount, in cash, which shall be held in a segregated account administered by the Escrow Agent in accordance with this Agreement and reflect any credit- related impairments or credit-related losses the Escrow Agreement (the “Working Capital Escrow Account”) in value from such process in order to secure the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as obligations of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets Stockholders in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner post-Closing purchase price adjustment set forth in Section 2.8 (Purchase Price Adjustment); and (ii) deliver, or cause to be delivered, to the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred Stockholders’ Representative, by wire transfer of immediately available funds to an account designated by the Stockholders’ Representative at least three (whether 3) Business Days prior to, on or following to the Closing Date), including reasonable attorneys’ fees, for further distribution to the Stockholders in connection accordance with the transfers of assets Allocation Statement, an amount in cash equal to the PICA FSS Trust Accounts Closing Consideration. (e) The Merger Consideration delivered by or at the direction of Parent in exchange for the Stock Certificates in accordance with this Article II shall be deemed to be full payment and satisfaction of all rights pertaining to all shares of Capital Stock. The parties hereto acknowledge and agree that (i) the delivery to the Stockholders of the Merger Consideration pursuant to this Agreement shall be administered by, and shall be the sole responsibility of, the Stockholders’ Representative upon delivery by or at the direction of Parent to the Stockholders’ Representative, as applicable, of the Merger Consideration in accordance with the terms of this Agreement, (ii) Parent shall be entitled to rely on the Allocation Statement in delivering Merger Consideration under this Agreement and neither Parent nor the Surviving Corporation shall be responsible for the calculations or the Reinsurers determinations regarding such calculations in the Allocation Statement, and (including iii) after delivering, or causing to be delivered, the Merger Consideration to the Stockholders’ Representative neither Parent, the Company, Merger Sub, the Surviving Corporation nor any re-registrations of their respective Affiliates shall have any liability to any Person for the allocation or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyerdistribution of the Merger Consideration among the Stockholders.

Closing Consideration. (a) At Not later than three Business Days prior to the Closing, Buyer Seller Representative shall pay prepare and deliver to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash Purchaser a written statement (the “Estimated Closing ConsiderationDate Acquisition Statement”) equal setting forth Seller Representative’s good faith estimate of (A) the aggregate Loan UPB Amount (including, with respect to $1,978,151,867 each Loan that is a closed-end loan, each component thereof as of the Calculation Time on the Cut-Off Date for all Loans, (B) the aggregate Loan UPB Purchase Price as of the Calculation Time on the Cut-Off Date for all Loans (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Aggregate Loan UPB Purchase Price”), (C) the aggregate Cost of Carry Fees for all Collection Periods during the Pre-Closing Servicing Period (the “Estimated Aggregate Cost of Carry Fees”), (D) the aggregate Pre-Closing Servicing Fees for all Collection Periods during the Pre-Closing Servicing Period (the “Estimated Aggregate Pre-Closing Servicing Fees”), (E) the Pre-Closing Net Cash Flow Amount (the “Estimated Aggregate Pre-Closing Net Cash Flow Amount”), (F) the aggregate Pre-Closing Fees for all Loans (the “Estimated Aggregate Pre-Closing Fees”), (G) the aggregate Pre-Paid Fees for all Loans (the “Estimated Aggregate Pre-Paid Fees”), and (H) the aggregate Customer Reversal Amounts for all Loans (the “Estimated Aggregate Customer Reversal Amount”). The Estimated Closing Date Acquisition Statement shall be prepared by Seller Representative in good faith, in accordance with the Agreed Upon Calculation Principles consistently applied and on the same basis as the Reference Acquisition Statement and in a manner consistent with the books of account and other financial records of Sellers relating to the Loans. The Estimated Closing Date Acquisition Statement shall be revised prior to Closing to reflect any corrections agreed to by Seller Representative and Purchaser. (b) At Subject to Section 2.03 and the other terms and conditions of this Agreement, in consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets, at the Closing, Purchaser shall pay to Seller Representative, for distribution to Sellers, an amount in accordance with cash equal to the PICA FSS Reinsurance Agreements:following (such amount, the “Closing Cash Consideration”): (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); providedAggregate Loan UPB Purchase Price, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account;plus (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; andAggregate Cost of Carry Fees, plus (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements).Estimated Aggregate Pre-Closing Servicing Fees, plus (civ) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Estimated Aggregate Pre-Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements.Fees, plus (dv) Seller shall undertake its ordinary course process consistent with past practice for determining any creditthe Estimated Aggregate Customer Reversal Amount, less (vi) the Estimated Aggregate Pre-related impairments or creditClosing Net Cash Flow Amount, less (vii) the Estimated Aggregate Pre-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by BuyerPaid Fees.

Closing Consideration. (ai) At On the ClosingClosing Date, Buyer Acquirer shall pay cause to Seller or its designeebe deposited with PNC Bank, and Seller or its designee shall receive on behalf National Association (the “Paying Agent”): the portion of the Affiliate Sellers and Asset Sellers, in consideration for Aggregate Consideration payable at Closing to the purchase of the Shares and the Purchased Assets Company Stockholders (including Cashed Out Common Stockholders) pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit1.4(a), minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”)Cash Holdback Amount. (bii) At As soon as reasonably practicable following the ClosingClosing Date and after the date of delivery to Acquirer or its agent of a properly completed and duly executed Letter of Transmittal, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) Acquirer shall instruct the amount Paying Agent to pay to each Company Preferred Stockholder the portion of the Initial Reinsurance Premium is greater than Aggregate Cash Consideration payable at the Required Balance (as defined Closing to such Company Preferred Stockholder pursuant to Section 1.4(a), minus, in the PICA FSS Reinsurance Agreements) as case of the Effective Time for Company Series A Stockholder’s, such Company Series A Stockholder’s Cash Pro Rata Share of the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) Cash Holdback Amount and (B) Acquirer shall instruct its transfer agent to issue to each Company Preferred Stockholder that is an Accredited Investor the applicable Overfunding Amount is greater than number of shares of Acquirer Common Stock issuable at the applicable portion Closing to such Company Preferred Stockholder pursuant to Section 1.4(a), minus, in the case of the Ceding CommissionCompany Series A Stockholder’s, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, a number of shares of Acquirer Common Stock equal to the amount by which the applicable Overfunding Amount exceeds such portion Company Series A Stockholder’s Stock Pro Rata Share of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; andStock Holdback Amount. (iii) Seller On the Closing Date, Acquirer shall credit transfer by wire transfer of immediately available funds the aggregate amount of unpaid Transactions Expenses and Payoff Amounts payable to third-parties to the Paying Agent for further payment by the Paying Agent to account(s) specified by the intended recipients thereof subject to applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements)withholding tax. (civ) Buyer Acquirer shall promptly (and in any event within two payroll periods following the Effective Time) cause the Phantom Payments to be prepared and delivered to Seller at least five (5) Business Days prior paid to the anticipated Closing Date Company Phantom Holders through Acquirer’s or the Surviving Corporations payroll system in accordance with standard payroll practices subject to all applicable Taxes and withholdings (or, in the case of any Company Phantom Holder who is not a statement setting forth an allocation current or former employee of the full amount of Company or any Company Subsidiary, through the Ceding Commission between each of the PICA FSS Reinsurance AgreementsPaying Agent or its account payable systems); provided that such Phantom Payments to such Company Phantom Holders shall be made only if such Company Phantom Holder shall have delivered a duly executed Phantom Unit Cancellation Agreement. (dv) Seller Acquirer shall undertake promptly (and in any event within two payroll periods following the Effective Time) cause the RSU Payments to be paid to the Company RSU Holders through Acquirer’s or the Surviving Corporations payroll system in accordance with standard payroll practices subject to all applicable Taxes and withholdings (or, in the case of any Company RSU Holder who is not a current or former employee of the Company or any Company Subsidiary, through the Paying Agent or its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of account payable systems); provided that such RSU Payments to such Company RSU Holders shall be made only if such Company RSU Holder shall have delivered a duly executed RSU Cancellation Agreement. (vi) Notwithstanding the foregoing, if the Closing shall occur at a time on the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closingat which wire transfers are not practically capable of being processed, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account Acquirer shall be transferred in permitted to make all such payments on the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, immediately following day on or following the Closing Date), including reasonable attorneys’ fees, in connection with the which wire transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall may be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyerprocessed.

Closing Consideration. (a) At the ClosingEffective Time or in the event the Effective Time is prior to January 2, Buyer 2008, on January 2, 2008 (the "Closing Consideration Payment Date") and subject to the provisions of Article 3 hereof, Parent shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreementsof which: (i) Seller Two Hundred Thousand Dollars ($200,000.00) (the "Holders Representative Reimbursement Amount") shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance be deposited with the Valuation Methodologies with an aggregate fair market value equal Holders Representative, to be held by the Net Initial Reinsurance Settlement Amount Holders Representative for the applicable PICA FSS Reinsurance Agreement as reflected on payment of expenses incurred by the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) Holders Representative in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect performing its duties pursuant to the applicable PICA FSS Reinsurance this Agreement, the “Overfunding Amount”) Escrow Agreement and the LLC Agreement (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account"Reimbursable Expenses"); (ii) An amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The applicable Reinsurer shall transfer Bank of New York (the "Escrow Agent") to be held for a period of one year from the applicable PICA FSS Trust Account Authorized Investments such thatClosing Date pursuant to an Escrow Agreement, after giving effect to substantially in the transfers contemplated by Section 2.3(b)(iform of Exhibit G attached hereto (the "Escrow Agreement"), the aggregate Book Value (as defined and distributed in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statementaccordance therewith; and (iii) Seller shall credit The remainder of the Closing Consideration shall, subject to the applicable Modco Account the applicable Separate Account Assets (as such terms Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days holders of shares of Company Preferred Stock immediately prior to the anticipated Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Date a statement setting forth Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an allocation account in the name of such Participating Holder as provided to Parent by written notice from the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. Holders Representative at least two (d2) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of business days prior to the Closing Date for Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of Holders Representative on the Closing Consideration Payment Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i)* Confidential Treatment Requested. Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection Omitted portions filed with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by BuyerCommission.

Closing Consideration. (a) At the Closing, Buyer shall pay to Seller or its designeemake the following payments (collectively, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up), in each case, determined by reference wire transfer of immediately available funds: (i) Buyer shall pay (on behalf of the Company) the amount of Company Debt owed to the Estimated Closing Statement agent, lenders and/or creditors thereof set forth on, and in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7the instructions set forth in, the “Purchase Price”).Payoff Letters; (bii) At Buyer shall pay (on behalf of the ClosingCompany and the Sellers) to the intended beneficiaries thereof, or to their designated agents or Representatives, the Selling Expenses, to the extent not paid prior to the Closing Date, in accordance with the PICA FSS Reinsurance Agreements: (i) invoices therefor delivered by the Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal Representative to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation Date; provided that any Selling Expenses that are compensatory payments to employees of the full amount Company and its Subsidiaries shall be subject to applicable payroll Taxes and withholdings and paid to such employees by the Company through its payroll; (iii) Buyer shall pay to the Escrow Agent (i) the Adjustment Escrow Amount and (ii) the Earn-out Escrow Amount, in each case, in accordance with the Escrow Agreement; and (iv) Buyer shall pay (on behalf of the Ceding Commission between each of Sellers) to the PICA FSS Reinsurance AgreementsSeller Representative, or to its designated agent or representative, an aggregate cash amount equal to the Unitholder Closing Consideration, in accordance with the payment instructions delivered by the Seller Representative to Buyer at least five (5) Business Days prior to the Closing Date. (db) By execution hereof, each Seller shall undertake hereby (i) expressly acknowledges and agrees (A) that he, she or it understands and consents to the purchase price mechanics set forth herein (including the manner in which his, her or its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as portion of the Closing Date Purchase Price will be calculated by the Seller Representative) and (B) to the deductions from the Estimated Purchase Price for the Transferred Investment Assets items referenced herein, as applicable to such Seller, including the establishment of the Adjustment Escrow Account, the retention of the Adjustment Escrow Amount for such account and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following distribution and use of the Adjustment Escrow Amount pursuant to the terms of this Agreement and the Escrow Agreement and (ii) releases and discharges forever, irrevocably and unconditionally, Buyer and its Affiliates (including, after the Closing, Seller shall provide reasonable documentation reasonably requested the Company and its Subsidiaries) and their respective Representatives from any rights, claims and causes of action relating to or arising from Buyer’s payment of amounts hereunder in accordance with the instructions provided by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as on behalf of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest theretoRepresentative, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account payments pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller 2.4 and fifty percent (50%) by BuyerSection 2.5(d).

Closing Consideration. (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇Buyer’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.