Common use of Closing Date Payments Clause in Contracts

Closing Date Payments. (a) At least two (2) Business Days prior to the Closing, the Active Equityholders shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent of the Purchaser, and which shall be certified by a duly authorized officer of each Company as the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). (b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate the Closing (subject to the other terms and conditions contained herein). (c) On the Closing Date, to satisfy its obligation to pay the Transaction Consideration, Purchaser shall: (i) pay to the Companies, in accordance with Schedule 2 attached hereto, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by the Seller Parties’ Representative, which shall be equal to the following in the aggregate (collectively, the “Closing Cash Consideration”): (A) the Additional Consideration Amount (subject to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount of the Seller Transaction Expenses and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (ii) pay the amount of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association (the “2014 Bond Trustee”), in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Letter, the Redemption Amount from the Transaction Consideration (the “Redemption Funding”); and (iv) pay the Seller Transaction Expenses and the Change of Control Payments from the Transaction Consideration pursuant to written instructions provided by the Seller Parties’ Representative.

Closing Date Payments. (1) At Closing, the Purchaser will direct the Paying Agent to pay to the Vendors: (a) At least two an amount equal to the Cash Consideration Amount, less Estimated Closing Indebtedness, less Estimated Transaction Expenses, less the Estimated Working Capital Deficit, if any, plus the Estimated Working Capital Excess, if any, plus the Estimated Closing Cash, less the Adjustment Escrow Amount, and less 50% of the Indemnity Escrow Amount, which payment shall be made to the Paying Agent for distribution to the Vendors in accordance with the Paying Agent Agreement; and (b) the Consideration Share Amount, less 50% of the Indemnity Escrow Amount, which amount the Purchaser shall pay by way of the issuance of the Consideration Shares to the Vendors in accordance with each Vendor's Pro Rata Share and registration instructions, each as set out in Exhibit A, having an aggregate value of the Consideration Share Amount, to be held by the Escrow Agent in escrow in accordance with the Escrow Agreement and Section 3.3. (2) Business Days prior to the At Closing, the Active Equityholders Purchaser shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent of the Purchaser, and which shall be certified by a duly authorized officer of each Company as the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately lend to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”)Target Entity, and (ii) on a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”)non-interest bearing, which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Datedemand basis, Purchaser shall notify the Seller Parties’ Representative of any objections an amount equal to the Estimated Net Working Capital and Closing Indebtedness set out in the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objectionsEstimated Statement, and the obligation of Target Entity hereby irrevocably directs the Purchaser to consummate pay to each Payoff Creditor all amounts necessary to discharge fully the transactions contemplated hereby will be subject then outstanding Indebtedness of the Target Entity owed to Purchaser’s agreement such Payoff Creditor, in the amounts and in accordance with the instructions set forth in the applicable Payout Letter and the Payment Direction. (3) At Closing, the Purchaser shall lend to the Companies’ determination Target Entity, on a non-interest bearing, demand basis, an amount equal to the Estimated Transaction Expenses set out in the Estimated Statement, and calculation the Target Entity hereby irrevocably directs the Purchaser to pay to each Person who is owed Transaction Expenses the amount of the Estimated Net Working Capital Transaction Expenses owed to such Person, in the amounts and in accordance with the Closing Date Indebtedness Schedule instructions set forth in the Paying Agent Agreement. (including all components thereof4) At Closing, the Purchaser shall pay the Vendors' Transaction Expenses to each Person who is owed Vendors' Transaction Expenses as directed by the Vendors' Representative (which, for certainty, shall be paid from the cash portion of the Purchase Price owing to such Vendor). (5) At Closing, the Purchaser shall pay or cause to be paid, on behalf of the Vendors, to the Escrow Agent the amount of: (a) 50% of the Indemnity Escrow Amount, to be paid in cash and held by the Escrow Agent in escrow in accordance with the Escrow Agreement; and (b) In the event that the total Indebtedness for Borrowed Money as 50% of the Closing Date (net Indemnity Escrow Amount, which amount the Purchaser shall pay by way of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate the Closing (subject issuance to the other terms and conditions contained herein)Escrow Agent of the Escrow Shares having an aggregate value of 50% of the Indemnity Escrow Amount, to be held by the Escrow Agent in accordance with the Escrow Agreement. (c6) On At Closing, the Closing Date, Purchaser shall pay or cause to satisfy be paid on its obligation to pay the Transaction Consideration, Purchaser shall: (i) pay behalf to the Companies, in accordance with Schedule 2 attached hereto, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by the Seller Parties’ Representative, which shall be equal to the following in the aggregate (collectively, the “Closing Cash Consideration”): (A) the Additional Consideration Amount (subject to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) Escrow Agent the amount of the Seller Transaction Expenses and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (ii) pay the amount of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association (the “2014 Bond Trustee”), Adjustment Escrow Amount in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Letter, terms of the Redemption Amount from the Transaction Consideration (the “Redemption Funding”); and (iv) pay the Seller Transaction Expenses and the Change of Control Payments from the Transaction Consideration pursuant to written instructions provided by the Seller Parties’ RepresentativeEscrow Agreement.

Closing Date Payments. (a) At least two (2) No later than three Business Days prior to the ClosingClosing Date, the Active Equityholders Company shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent of the Purchaser, and which shall be certified by a duly authorized officer of each Company as the total Indebtedness for Borrowed Money as of Carnivale the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately Allocation Schedule. Carnivale shall be entitled to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of rely conclusively on the Closing Date (Allocation Schedule, and, as between the “Estimated Net Working Capital”)Sellers, which shall not exceed $** without on the written consent of one hand, and Carnivale, on the Purchaser and which shall be certified other hand, any amounts delivered by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Carnivale to any Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection accordance with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Allocation Schedule (including shall be deemed for all components thereof). Prior purposes to have been delivered to the Closing Date, Purchaser shall notify the applicable Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation full satisfaction of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof)obligations of Carnivale under this Section 1. (b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate the Closing (subject to the other terms and conditions contained herein). (c) On the Closing Date, Carnivale shall cause to satisfy its obligation be issued (in electronic book entry form) to pay the Transaction Consideration, Purchaser shall: (i) pay to the Companies, in accordance with Schedule 2 attached hereto, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by the Seller Parties’ Representative, which shall be equal to the following in the aggregate (collectively, the “Closing Cash Consideration”): (A) the Additional Consideration Amount (subject to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount of the Seller Transaction Expenses and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (ii) pay the amount of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association (the “2014 Bond Trustee”)each Seller, in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ LetterClosing Date Allocation Schedule, a number of shares of Carnivale Common Stock equal to the product (rounded down to the nearest whole number) of (i) the Aggregate Closing Consideration, multiplied by (ii) such Seller’s Pro Rata Percentage, as set forth in the Closing Date Allocation Schedule. (c) If any Company Ordinary Shares immediately prior to the Closing are unvested or are subject to a repurchase option or the risk of forfeiture under any applicable restricted stock purchase agreement or other agreement with the Company, then the shares of Carnivale Common Stock issued in exchange for such Company Ordinary Shares will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Carnivale Common Stock shall accordingly be marked with appropriate legends. (d) No fractional shares of Carnivale Common Stock shall be issued in connection with the Transaction, and no certificates or scrip for any such fractional shares shall be issued. (e) All Company Options outstanding immediately prior to the Closing under the Company Plan shall be treated in accordance with Section 5.4. (f) If, between the date of this Agreement and the Closing, the Redemption Amount from issued Company Shares or the Transaction Consideration (outstanding shares of Carnivale Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change, the “Redemption Funding”)Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the parties hereto the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; and (iv) pay provided, however, that nothing herein will be construed to permit the Seller Transaction Expenses and the Change of Control Payments from the Transaction Consideration pursuant Company or Carnivale to written instructions provided take any action with respect to Company Shares or Carnivale Common Stock, respectively, that is prohibited or not expressly permitted by the Seller Parties’ Representativeterms of this Agreement.

Closing Date Payments. (a) At least two (2) Business Days prior to the Closing, the Active Equityholders The Merger Consideration shall cause the Companies’ independent auditor to prepare and deliver to Purchaser be paid by Acquiror by Wire Transfer as follows: (i) Schedule 1.2(ato the Paying Agent, on behalf of the holders of Options, Warrants and Target Stock, the aggregate amount of the Merger Consideration, which amount includes the Hold-Back Amount, less the amount of the Escrow Amount; and (ii) to the Escrow Agent on behalf of the Preferred Stockholders and the Management Stockholders (collectively, the “Indemnifying Stockholders”), $27,000,000 (the “Escrow Amount”) (the Escrow Amount, plus any interest paid on such amount, are herein referred to as the “Escrow Fund”) for the purpose of which securing (A) the total amount reflected thereon shall not exceed $** without the written consent indemnification obligations of the PurchaserIndemnifying Stockholders set forth in this agreement, (B) payment of the Post-Closing Acquisition Expenses, if any, (C) the Net Consideration Adjustment, if any, to the extent it exceeds the Hold-Back Amount, and (D) payments pursuant to Article VIII. The Escrow Amount, which shall be certified comprised of amounts of Merger Consideration allocable to the Indemnifying Stockholders as set forth in Appendix 3.3 and Appendix 3.4, shall be held by a duly authorized officer of each Company the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as the total Indebtedness for Borrowed Money as two separate trust funds. The Escrow Fund comprised of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of the Closing Date Merger Consideration set forth in Appendix 3.3 (the “Estimated Net Working CapitalStockholder Trust Fund”), which ) shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement any lien, attachment, trustee process or any judicial process of any creditor of any party and shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Escrow Agreement. The Escrow Fund comprised of the Merger Consideration set forth in Appendix 3.4 (the “Management Escrow”) shall be held in a “rabbi trust,” subject to the Companies’ determination claims of Acquiror’s creditors in the event of Acquiror’s insolvency, according to “rabbi trust” terms substantially similar to those approved by the IRS in Rev. Proc. 92-64, and calculation shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Estimated Net Working Capital Escrow Agreement. The Management Escrow shall be structured so that the Management Stockholders are not subject to income tax on the Escrow Amount until distributions are made to the Management Stockholders from the Management Escrow. All interest and other income earned on the Escrow Amount in the Stockholder Trust Fund through the Final Escrow Release Date will become part of the Stockholder Trust Fund and any portion of such interest and other income remaining in the Stockholder Trust Fund will be allocated to the Indemnifying Stockholders in proportion to the Merger Consideration set forth in Appendix 3.3 on the Final Escrow Release Date and released to the Stockholder Representative for disbursement to the Indemnifying Stockholders in accordance with Section 10.6. All interest and other income earned on the Escrow Amount in the Management Escrow through the Final Escrow Release Date will become part of the Management Escrow and any portion of such interest and other income remaining in the Management Escrow will be allocated to the Management Stockholders in proportion to the Merger Consideration set forth in Appendix 3.4 on the Final Escrow Release Date and released to the Stockholder Representative for disbursement to the Management Stockholders in accordance with Section 10.6. Acquiror shall have the right to receive a distribution from each of the Management Escrow and the Closing Date Indebtedness Schedule (including all components thereof). (b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount Stockholder Trust Fund on a periodic basis in an amount equal to such excess Indebtedness for Borrowed Moneythirty-seven percent of the interest and other income earned on the Management Escrow and the Stockholder Trust Fund, respectively. Acquiror is intended to be, and consummate shall be treated as, the Closing (subject owner for Tax purposes of all of the Merger Consideration held in the Escrow Fund and all of the items of income, deductions and credits attributable to the other terms Merger Consideration and conditions contained hereinshall be liable for and pay all Taxes with respect to such amounts. In satisfaction of the payment of any Post-Closing Acquisition Expenses by Acquiror or the Surviving Corporation (in excess of any amounts accrued therefor on the Final Closing Balance Sheet). (c) On , Acquiror and the Stockholder Representative shall deliver joint written instructions to the Escrow Agent within two Business Days from the date on which notice of any Post-Closing DateAcquisition Expenses is received by Acquiror or the Surviving Corporation, to satisfy its obligation instructing the Escrow Agent to pay the Transaction Consideration, Purchaser shall: (i) pay to the Companies, in accordance with Schedule 2 attached hereto, Acquiror by Wire Transfer within two Business Days of receipt of such instructions an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by the Seller Parties’ Representative, which shall be equal to the following in the aggregate (collectively, the “Post-Closing Cash Consideration”): (A) the Additional Consideration Amount (subject to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount of the Seller Transaction Acquisition Expenses and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (ii) pay the amount of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association (the “2014 Bond Trustee”), in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Letter, the Redemption Amount from the Transaction Consideration (the “Redemption Funding”); and (iv) pay the Seller Transaction Expenses and the Change of Control Payments from the Transaction Consideration pursuant to written instructions provided by the Seller Parties’ RepresentativeEscrow Fund.

Closing Date Payments. (a) At least two (2) Business Days prior to the Closing, the Active Equityholders shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent of the Purchaser, and which shall be certified by a duly authorized officer of each Company as the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). (b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate the Closing (subject to the other terms and conditions contained herein). (c) On the Closing Date, to satisfy its obligation to pay the Transaction Consideration, Purchaser shall: (i) pay Ceding Company shall deliver to the Companies, in accordance with Schedule 2 attached hereto, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by the Seller Parties’ Representative, which shall be equal to the following Reinsurer a closing statement in the aggregate form of Schedule I (collectively, the “Closing Cash ConsiderationStatement”): (A) the Additional Consideration Amount (subject to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount of the Seller Transaction Expenses and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (ii) pay On the amount of all Indebtedness for Borrowed Money (other than with respect Closing Date, the Ceding Company shall initiate the transfer to the 2014 Bonds) from Trust Account on behalf of the Transaction Consideration as provided in Reinsurer of the Loan Payoff Letters;Transferred Assets. (iii) pay to U.S. Bank National Association (On the “2014 Bond Trustee”), in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ LetterClosing Date, the Redemption Amount from Ceding Company shall transfer to the Transaction Consideration (Reinsurer cash equal to the net amount due the Ceding Company as set forth in “Redemption Funding”); andLine Item 13 - Total Net Cash Settlement to/(from) RGA” of the Closing Statement. (iv) pay the Seller Transaction Expenses The Ceding Company and the Change Reinsurer agree that the Closing Date IMR Amount shall be calculated by the Ceding Company and ceded to and held by the Reinsurer, and the Ceding Company shall have no obligation to maintain any net Interest Maintenance Reserve related to any IMR Amounts. If this Agreement is terminated in accordance with Section 9.3 or Section 9.4, then the Ceding Company shall maintain the remaining Unamortized IMR Amount, calculated from and after the Recapture Date. (v) Notwithstanding the provisions of Control Payments clause (ii) above, the Parties agree that to the extent that it is not practical to transfer any one or more of the Transferred Assets to the Trust Account on the Closing Date, the Ceding Company shall transfer such assets to the Trust Account as soon as practical thereafter, and the Parties shall cooperate in good faith to cause the transfer of such Transferred Assets at the earliest practical time; provided, that the Reinsurer shall have no obligation to fund the Trust Account to the extent of any deficiency due to the Ceding Company’s failure to transfer any one or more of the Transferred Assets to the Trust Account on the Closing Date pursuant to clause (ii) above until such time such Transferred Assets or cash equal to the Fair Market Value of such Transferred Assets as of the Effective Date are transferred by the Ceding Company to the Trust Account; provided, further, that all Transferred Assets required to be transferred to the Trust Account pursuant to clause (ii) above (or cash in an amount equal to the Fair Market Value of such Transferred Assets as of the Effective Date) must be transferred to the Trust Account no later than the fifth (5th) Business Day after the Closing Date. (vi) If more than ten percent (10%) of the aggregate Fair Market Value of the Transferred Assets required to be transferred on the Closing Date in accordance with clause (ii) above is transferred to the Trust Account on any date following the second (2nd) Business Day after the Closing Date (any such assets, the “Delayed Settlement Assets”) and the Ceding Company does not transfer cash in an amount of such excess by such date, then the Parties shall work in good faith to adjust the Ceding Commission applicable to any such Delayed Settlement Assets consistent with “PPA Items 2(b)” and “PPA Item 2(d)” as set forth in the Closing Statement, reflecting an adjustment for the period from the Transaction Consideration pursuant to written instructions provided by Closing Date through the Seller Parties’ Representativedate of settlement of such asset.

Closing Date Payments. At the Closing, Parent shall make the following payments: (ai) At to the account of each Person specified in the Payoff Letters, on behalf of the Surviving Corporation, an amount equal to the Indebtedness owing to such Person as set forth in the payoff letters delivered to Parent pursuant to Section 2.02(a)(iii); (ii) to an account designated by the Escrow Agent, an amount equal to the Holdback Amount, which shall be held by the Escrow Agent pursuant to the Escrow Agreement; (iii) to the account of each holder of Company Common Stock (each, a “Stockholder”) (excluding holders of Dissenting Shares) with respect to each share of Company Common Stock outstanding immediately prior to the Effective Time for which a Certificate and the related Letter of Transmittal has been properly surrendered to the Company as specified therein at least two (2) Business Days prior to the ClosingClosing Date, an amount equal to (A) the Active Equityholders shall cause Closing Merger Consideration Per Share, multiplied by (B) the Companies’ independent auditor number of shares of Company Common Stock held by such Stockholder immediately prior to prepare and deliver the Effective Time; (iv) to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent of the Purchaser, and which shall be certified by a duly authorized officer account of each holder of Company Warrants (each, a “Warrantholder”) in respect of each share of Company Common Stock underlying each of such Warrantholder’s Company Warrants for which a Letter of Transmittal has been properly delivered to the Company as the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior specified therein prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). (b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate (A) the Closing Warrant Consideration Per Share, multiplied by (subject B) the number of shares of Company Common Stock underlying such Warrantholder’s Company Warrants immediately prior to the other terms and conditions contained herein).Effective Time; (cv) On to an account designated by the Company, for distribution by the Company to each holder of Vested Company Stock Options (each, an “Optionholder”) in respect of each share of Company Common Stock underlying each of such Optionholder’s Vested Company Stock Options for which a Letter of Transmittal has been properly delivered to the Company as specified therein prior to the Closing Date, an amount equal to satisfy its obligation (A) the Closing Option Consideration Per Share, multiplied by (B) the number of shares of Company Common Stock subject to pay such Optionholder’s Vested Company Stock Options outstanding immediately prior to the Transaction Consideration, Purchaser shall:Effective Time; (ivi) pay to an account designated by the Companies, in accordance with Schedule 2 attached heretoCompany, an amount in cash, payable by wire transfer of immediately available funds equal to the account(s) specified in writing by the Seller Parties’ RepresentativeTransaction Bonus Amount, which shall be equal distributed by the Company to the following in the aggregate (collectively, the “Closing Cash Consideration”): (A) the Additional Consideration Amount (subject each Person to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital whom any Transaction Bonus is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount of the Seller Transaction Expenses and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (ii) pay the amount of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association (the “2014 Bond Trustee”), payable in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ LetterTransaction Bonus due to such Person; (vii) to the account of each Person to whom the Notified Transaction Expenses is owned, an amount equal to the Redemption Amount from the Notified Transaction Consideration (the “Redemption Funding”)Expenses owing to such Person; and (viii) to an account designated by the Surviving Corporation, to be held in trust for the benefit of the Security Holders who are not receiving payment pursuant to clause (iii), (iv) pay or (v), as applicable, of this Section 2.02(c) at the Seller Transaction Expenses and Closing, an amount equal to the Change consideration that would have been payable to such Security Holders had they received payment of Control Payments from the Transaction Consideration such consideration pursuant to written instructions provided by clauses (iii), (iv) or (v), as applicable, of this Section 2.02(c) (the Seller Parties’ Representative“Exchange Fund”).

Closing Date Payments. At the Closing, Buyer shall (i) pay and deliver to Seller, by wire transfer in Good Funds, the Purchase Price less (a) At least two the Deposit (2) Business Days prior to the Closing, the Active Equityholders shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(ainterest accrued thereon), of which (b) the total amount reflected thereon shall not exceed $** without Working Capital Escrow Amount (as defined below) and (c) the written consent of the Purchaser, and which shall be certified by a duly authorized officer of each Company Purchase Price Reduction Escrow Amount (as the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”defined below), and (ii) a good faith estimate instruct the Deposit Escrow Agent in writing to deliver the Deposit (and any interest accrued thereon) to Seller, by wire transfer of Good Funds, (iii) pay and deliver in trust to JPMorgan Chase Bank or other similar escrow agent mutually acceptable by written agreement executed by Buyer and Seller (the Net "Working Capital as of the Closing Date Escrow Agent") an escrow (the “Estimated Net Working Capital”), which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net "Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). (bAdjustment Escrow Account") In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to Six Million Dollars and No Cents ($6,000,000) (the "Working Capital Escrow Amount") in Good Funds pursuant to an escrow agreement among Buyer, Seller and Working Capital Escrow Agent substantially in the form attached hereto as Exhibit "F" (the "Working Capital Escrow Agreement"), which will be available to satisfy any amounts owed to Buyer or Seller pursuant to Section 2.2 hereof and (iv) pay and deliver to an escrow (the "Purchase Price Reduction Escrow Account") with JPMorgan Chase Bank or other similar escrow agent or company reasonably designated by Seller (the "Purchase Price Reduction Escrow Agent") an amount equal to Three Million Dollars and No Cents ($3,000,000) (the "Purchase Price Reduction Escrow Amount") in Good Funds pursuant to an escrow agreement among Buyer, Seller and the Purchase Price Reduction Escrow Agent substantially in the form attached hereto as Exhibit "G" (the "Purchase Price Reduction Escrow Agreement"), which will be available for distribution to Buyer according to Section 2.1.4 hereof. Upon calculation of Net Working Capital as provided in Section 2.2, the Working Capital Escrow Amount shall be released pursuant to Section 2.2.3. Any portion of the Working Capital Escrow Amount not necessary to satisfy amounts payable to Buyer pursuant to such excess Indebtedness Section 2.2 shall promptly be disbursed to Seller together with all interest accrued thereon. The Working Capital Escrow Agent's escrow fees and charges shall be paid one-half by Seller and one-half by Buyer, in which respect the Seller and the Buyer shall not be jointly liable since each shall only be liable for Borrowed Money, its own part (one-half) of the said fees and consummate charges. Following the Closing expiration of thirty (subject to the other terms and conditions contained herein). (c30) On days following the Closing Date, any portion of the Purchase Price Reduction Escrow Amount not necessary to satisfy its obligation Buyer's unpaid Reimbursement Request (as defined in the Purchase Price Reduction Escrow Agreement) pursuant to pay the Transaction Consideration, Purchaser shall: (i) pay Section 2.1.4 shall promptly be disbursed to the CompaniesSeller together with all interest accrued thereon. The Purchase Price Reduction Escrow Agent's fees and charges shall be paid one-half by Seller and one-half by Buyer, in accordance with Schedule 2 attached hereto, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by which respect the Seller Parties’ Representative, which and the Buyer shall not be equal to the following in the aggregate jointly liable since each shall only be liable for its own part (collectively, the “Closing Cash Consideration”): (Aone-half) the Additional Consideration Amount (subject to Section 1.4(b)); plus (B) the Debt Reduction Amount, if any; minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount of the Seller Transaction Expenses said fees and (y) the Change of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange Commissioncharges. (ii) pay the amount of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association (the “2014 Bond Trustee”), in accordance with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Letter, the Redemption Amount from the Transaction Consideration (the “Redemption Funding”); and (iv) pay the Seller Transaction Expenses and the Change of Control Payments from the Transaction Consideration pursuant to written instructions provided by the Seller Parties’ Representative.

Closing Date Payments. (a) At least two (2) Business Days prior to the Closing, the Active Equityholders shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent in consideration of the Purchaser, purchase and which shall be certified by a duly authorized officer of each Company as the total Indebtedness for Borrowed Money as sale of the Closing Date (net of any Reserve Interests pursuant to Section 1.1 and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). (b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate the Closing (subject to the other terms and conditions contained herein). (c) On the Closing Date, to satisfy its obligation to pay the Transaction Consideration, Purchaser shall:further adjustments described in Section 2.2(c): (i) the Buyer shall, pursuant to written wire transfer instructions set forth on the Allocation Spreadsheet, pay the following amounts to the Companiesfollowing Persons, in accordance with Schedule 2 attached hereto, an amount in cash, payable by wire transfer of immediately available funds funds, in consideration of the purchase and sale of the Interests other than the Rollover Interests: (i) to the account(s) specified in writing Escrow Agent, the sum representing the Escrow Amount to be held, administered and disbursed by the Seller PartiesEscrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b); (ii) to all Persons to whom any Estimated Closing Date Indebtedness is owed, an amount equal to the amount so owed to such Persons; (iii) to all Persons to whom any Estimated Closing Date Sale Transaction Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, which shall be an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellers, in accordance with the Allocation Spreadsheet, a net amount (the “Net Cash Purchase Price”) equal to the following in the aggregate (collectively, the “Closing Cash Consideration”): (A) the Additional Consideration Amount (subject to Section 1.4(b)); plus Estimated Purchase Price less (B) the Debt Reduction Amount, if any; minus Escrow Amount less (C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus Share Purchase Price (D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (E) the sum of (x) the amount representing that portion of the Seller Transaction Expenses and (y) Purchase Price payable in respect of the Change Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of Control Payments; ** Confidential terms omitted and provided separately to the Securities and Exchange CommissionNet Cash Purchase Price among the Sellers. (ii) pay the amount Buyer shall deliver (or cause Buyer Parent to deliver), in consideration of all Indebtedness for Borrowed Money (other than with respect to the 2014 Bonds) from purchase and sale of the Transaction Consideration as provided in the Loan Payoff Letters; (iii) pay to U.S. Bank National Association Rollover Interests, those ordinary shares of Buyer Parent (the “2014 Bond TrusteeShare Purchase Price”)) described on the Allocation Spreadsheet, in accordance which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Letter, number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Redemption Amount from the Transaction Consideration (the “Redemption Funding”); and (iv) pay the Seller Transaction Expenses and the Change of Control Payments from the Transaction Consideration pursuant to written instructions provided by the Seller Parties’ RepresentativeAllocation Spreadsheet.