Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇, Eastern Time, on as soon as reasonably practicable after the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions at the Closing); provided, waived by such datehowever, in which case on no later than that notwithstanding the first business day on which satisfaction or waiver of the conditions set forth in Section 7.1 and Section 7.2 is satisfied orArticle VII, the parties shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days’ notice to the extent permissible by applicable Legal RequirementsCompany and (b) the final day of the Marketing Period; and provided further, waivedhowever, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (or the Closing may be consummated at such other place or on such other date as Parent and the Company may mutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to . At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed upon in writing to by the parties hereto and specified in the certificate of merger (such date and timehereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Time, as soon as practicable following (but in any event on the same date as as) the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived by as of such date, in which case the Closing shall take place on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall will take place at the offices remotely by electronic exchange of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ documents and signatures at 8:00 a.m., Eastern TimeNew York City time, on the same date as fifth Business Day after the Offer Acceptance Time except if (subject to Section 1.1(b)) day on which the last of the conditions set forth in Section 7.1 Article VII to be satisfied or Section 7.2 shall waived (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waiver of those conditions) shall be satisfied or waived in accordance with this Agreement (the “Condition Satisfaction Date”), unless another time, date or place is agreed to in writing by such datethe parties; provided, in which case on that Parent shall have the right (i) by providing written notice to the Company no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied orCondition Satisfaction Date, to extend the extent permissible Closing Date once to a date no later than 90 days after the date of this Agreement (the “Extended Closing Date”) and (ii) by applicable Legal Requirementsproviding at least three (3) Business Days written notice to the Company at any time after the Condition Satisfaction Date, waivedto accelerate the then-scheduled Closing Date to a date specified by Parent in such written notice (which date, for the avoidance of doubt, may not be later than the Extended Closing Date). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Date the Company parties shall (i) file (A) with the State Department of Assessments and Purchaser shall file or cause to be filed a certificate Taxation of Maryland (the “SDAT”) articles of merger with respect to the Merger (the “Articles of Merger”) and (B) with the Secretary of State of the State of Delaware (the “DE SOS”) a certificate of merger with respect to the Merger (the “Certificate of Merger”), in each case, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCLMGCL and the DLLCA and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the DLLCA in connection with the Merger. The Merger shall become effective upon at such time as the date Articles of Merger are accepted for record by the SDAT and time the Certificate of Merger is accepted for record by the filing of such certificate of merger with the Secretary of State of the State of Delaware DE SOS, or at such later date and or time as is may be agreed upon in writing by the parties hereto and specified in the certificate Articles of merger Merger and the Certificate of Merger (such date and time, the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Suite 300, Raleigh, North Carolina 27607, at 8:00 10:00 a.m., Eastern Timelocal time, on the same date as second Business Day following the Offer Acceptance Time except if (subject to Section 1.1(b)) day on which the last of the conditions set forth in Section 7.1 Article VII shall have been fulfilled or Section 7.2 shall not be waived (other than those conditions that by their nature are satisfied orat Closing, but subject to the extent permissible by applicable Legal Requirements, waived by waiver of fulfillment of those conditions) or at such date, in which case on no later than other time and place as Parent and the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as Company shall agree (the “Closing Date.” (b) Subject ). On the Closing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by filing a Certificate of Ownership and Merger in the case of a short-form merger or a Certificate of Merger in the case of a long-form merger, in substantially the respective forms attached hereto as Exhibits C and D (each being a “Certificate of Merger”), executed in accordance with the relevant provisions of this Agreementthe DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be Certificate of Merger is duly filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in (or at such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and subsequent time as is agreed upon in writing by Parent and the parties hereto Company shall agree and as shall be specified in the certificate Certificate of merger (Merger), such date and time, time being referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87.1, and unless otherwise mutually agreed in writing between among the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place at via the offices electronic exchange of ▇▇▇▇▇▇ LLPdocuments and signatures by the Parties as soon as practicable (and in no event later than three (3) business days) following the satisfaction or, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇to the extent permitted by applicable Legal Requirements, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on waiver by the same date as Party or Parties entitled to the Offer Acceptance Time except if (subject to Section 1.1(b)) benefits thereof of the conditions set forth in Section 7.1 or 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing); provided, that if any of the conditions set forth in Section 7.2 shall 6 are not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived by on such datethird (3rd) business day, in which case then the Closing shall take place on no later than the first (1st) business day thereafter on which the all such conditions set forth in Section 7.1 and Section 7.2 is shall have been satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and timetime the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “Closing”) shall take place at the offices of ▇▇Cravath, Swaine & M▇▇▇▇ LLP, ▇Worldwide Plaza, 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Timeas soon as practicable, on but in no event later than the same date as second Business Day, after the Offer Acceptance Time except if satisfaction or waiver (subject to Section 1.1(b)the extent permitted by Law) of the conditions set forth in Section 7.1 or Section 7.2 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the satisfaction or waiver (to the extent permissible permitted by applicable Legal RequirementsLaw) of such conditions at the Closing), waived by or at such dateother place or on such other date as Parent and the Company may mutually agree; provided, in which case on no later than the first business day on which however, that if all the conditions set forth in Section 7.1 and Section 7.2 is Article VII shall not have been satisfied or, or waived (to the extent permissible permitted by applicable Legal RequirementsLaw) on such second Business Day, waivedthen the Closing shall take place on the first Business Day on which all such conditions shall have been satisfied or waived (to the extent permitted by Law). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to . At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed a certificate consummated by filing articles of merger (the “Articles of Merger”) with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL. The Merger shall become effective upon FBCA (the date and time of the acceptance of the filing of such certificate the Articles of merger with Merger by the Secretary Florida Department of State State, Division of the State of Delaware Corporations, or such later date and time as is specified in the Articles of Merger and as is agreed upon in writing to by the parties hereto and specified in the certificate of merger (such date and timehereto, being hereinafter referred to as the “Effective Time”)) and shall make all other filings or recordings required under the FBCA in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., New York City time, on a date to be specified by the parties hereto, which shall be no later than the second Business Day after the satisfaction or waiver of all of the conditions set forth in ARTICLE VII hereof (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Timeunless another time, on date or place is agreed to in writing by the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties hereto. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser parties shall file or cause the merger to be filed consummated by filing (i) articles of merger substantially in the form attached hereto as Exhibit C (the “Articles of Merger”) with the Secretary of State of the State of Washington for filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger and (ii) a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the Merger, in such form as and by making all other filings or recordings required by, and executed and acknowledged in accordance with, Section 251(h) of under the DGCL. The Merger shall become effective upon at such time as the date and time Articles of the filing of such certificate of merger Merger are duly filed with the Secretary of State of the State of Delaware Washington (at the time specified therein, or if no such later time is specified therein, as of the close of business on the date and so filed), or at such subsequent date or time as is agreed upon Parent and the Company shall agree and specify in writing the Articles of Merger or, if not specified therein, by the parties hereto and specified in WBCA. The time at which the certificate of merger (such date and time, Merger becomes effective is referred to herein as the “Effective Time”).” This Agreement shall be deemed the “plan of merger” under Chapter 11 of the WBCA and together with Exhibit A and Exhibit E hereto (but excluding the other Exhibits and Schedules hereto) shall be filed with the Articles of Merger pursuant to Section 23B.11.050(1) of the WBCA.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “Closing”) shall will take place at 10:00 a.m., New York time, as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions), at the offices of ▇▇▇▇▇▇ LLPSkadden, ▇▇▇ ▇Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇Four Times Square, ▇▇ at 8:00 a.m.New York, Eastern TimeNew York; provided, on however, that notwithstanding the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 Article VII, (i) Parent and Merger Sub will not be required to effect the Closing until the earlier to occur of (a) a date during the Marketing Period specified by Parent on at least three Business Days’ notice to the Company and (b) the final day of the Marketing Period and (ii) the Company shall not be satisfied or, required to effect the extent permissible Closing without at least three Business Days’ notice specified by applicable Legal Requirements, waived by Parent (or the Closing may take place at such date, in which case on no later than other place or at such other date as Parent and the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject . Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare and on the Closing Date, Date the Company and Purchaser Surviving Corporation shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed upon in writing to by the parties hereto and specified in the certificate of merger (such date and timehereto, being the “Effective Time”)) and the parties hereto shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 8:00 a.m.10:00 A.M., Eastern Timetime, on no later than the same date as the Offer Acceptance Time except if later of (subject to Section 1.1(b)i) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied fifth Business Day following the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived by such date, in which case on no later than waiver of all conditions to the first business day on which obligations of the conditions Parties set forth in Section 7.1 Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and Section 7.2 is satisfied (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or on such other date as the Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the extent permissible Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by applicable Legal Requirementsthe failure of the Acquiror to perform or comply with its obligations hereunder, waivedthe Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing occurs takes place is referred to in this Agreement as the “Closing Date.”” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder. (b) Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, the Company and Purchaser Parties shall file or both cause to be filed a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware with respect to (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger shall become effective upon the date and time filing of the filing Certificate of such certificate of merger Merger with the Secretary of State of the State of Delaware or at such later other time as the Parties shall agree and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time.”) (c) At the Closing, the Acquiror shall deposit with the Escrow Agent an amount equal to the Escrow Amount. The Escrow Amount will be held and released in accordance with the terms of the Indemnity Escrow Agreement.

Closing; Effective Time. (a) Unless Subject to the terms and conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger Mergers (the “Closing”) shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or remotely by the electronic exchange of documents, commencing at 8:00 a.m., Eastern Time, 10:00 a.m. (New York time) on the same date as which is three (3) Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the date on which all conditions set forth in Section 7.1 Article 11 shall have been satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver of such date, in which case on no later than conditions) or such other time and place as HTP and the first business day on which the conditions set forth in Section 7.1 Company may mutually and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedreasonably agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the Company and Purchaser Parties shall file or cause the Blocker Mergers to be filed a certificate consummated simultaneously by filing the applicable Certificates of merger Merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon (the date and time of acceptance by the filing Secretary of State of the State of Delaware of the last of such certificate filings, or, if another date and time is specified in such filings, such specified date and time, being the “Blocker Mergers Effective Time”). (c) On the Closing Date, and immediately after the Blocker Mergers Effective Time, the Parties shall cause the HTP Mergers to be consummated simultaneously by filing the applicable Certificates of merger Merger with the Secretary of State of the State of Delaware or such later (the date and time as is agreed upon in writing of acceptance by the parties hereto Secretary of State of the State of Delaware of the last of such filing, or, if another date and time is specified in the certificate of merger (such filing, such specified date and time, being the “HTP Mergers Effective Time”). (d) On the Closing Date and immediately after the HTP Mergers Effective Time, the Parties shall cause the Company Merger to be consummated by filing the applicable Certificate of Merger with the Secretary of State of the State of Delaware (the date and time of acceptance by the Secretary of State of the State of Delaware of the last of such filings, or, if another date and time is specified in such filings, such specified date and time, being the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “"Closing”") shall will take place at 10:00 a.m. (New York time) on November 23, 1999, which date shall not be later than one (1) Business Day after the satisfaction or waiver of the conditions set forth in Sections 5.1 and 5.2 at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m., Eastern Time, on ▇▇▇▇ ▇▇▇▇▇ (the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is shall occur being referred to in this Agreement as the “"Closing Date.” (b) Subject "), provided, however, that notwithstanding anything contained herein to the provisions contrary, (i) the resignation of this Agreement, as soon as practicable on the Closing Date, current director of the Company and Purchaser the appointment of the ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ as replacement directors thereof shall file or cause not occur until the expiration of the ten (10) day period commencing with the mailing to the Commission and the stockholders of the Company a statement in compliance with Rule 14f-1 under the Exchange Act and (ii) the Certificate of Amendment shall not be filed a certificate of merger with the Secretary of State of the State of Delaware until an information statement in compliance with respect Section 14(c) of the Exchange Act and the rules and regulations promulgated thereunder has been sent to the stockholders of the Company. Contemporaneously with or as promptly as practicable after the Closing, a certificate of merger (the "Certificate of Merger") shall be duly prepared and acknowledged by the Surviving Corporation and thereafter filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance withwith the relevant provisions of, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time filing of the filing Certificate of such certificate of merger Merger with the Secretary of State of the State of Delaware or such later (the date and time as is agreed upon in writing by of such filing being the parties hereto and specified in "Effective Time"). Promptly after the certificate filing of merger (such date and timethe Certificate of Merger, the “Effective Time”)Company shall file the Section 253 Merger Certificate.

Closing; Effective Time. As promptly as practicable, but in no event later than three Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by taking the following steps (which, for clarity, shall be part of the same overall transaction): (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger The closing (the “Closing”) shall take be held remotely via electronic exchange of executed documents, or such other manner, time and place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedArticle VIII. The date on which the Closing occurs shall occur is referred to in this Agreement herein as the “Closing Date.” (b) Subject to the provisions of this AgreementFirst, as soon as practicable on the Closing Date, the Company and Purchaser parties shall file or cause to be filed a certificate of merger (a “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as is required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL. The Merger shall become effective upon DGCL and mutually agreed by the date and parties (the time of the acceptance of such Certificate of Merger by the Secretary of State of the State of Delaware (or such later time as may be agreed by each of the parties hereto and specified in such Certificate of Merger) being the “Effective Time”). In addition, in accordance with the SPAC Organizational Documents (including Section 9.2 of the SPAC Certificate of Incorporation), the SPAC shall cause the SPAC Stockholder Redemption to occur upon the Effective Time. (c) Second, as promptly as practicable following the filing of such the Certificate of Merger, on the Closing Date, the SPAC shall adopt as the SPAC’s certificate of merger incorporation the amended and restated certificate of incorporation in substantially the form set forth attached as Exhibit E (the “New SPAC Certificate of Incorporation”) by filing the New SPAC Certificate of Incorporation with the Secretary of State of the State of Delaware or Delaware, with such later date modifications as may be mutually agreed between the Company and time as is agreed upon in writing by the parties hereto and specified in SPAC, pursuant to which the SPAC shall have a single class common structure with shares of common stock, par value $0.0001 per share, having voting rights of one vote per share (the “New SPAC Common Stock”). The New SPAC Certificate of Incorporation shall become the certificate of merger incorporation of the SPAC until thereafter supplemented or amended in accordance with its terms and the DGCL. (such date and timed) Third, as promptly as practicable following the filing of the New SPAC Certificate of Incorporation, the “Effective Time”)SPAC shall file the Certificate of Designations with the Secretary of State of the State of Delaware, which Certificate of Designations shall become effective following the effective time of the New SPAC Certificate of Incorporation. Immediately following the effective time of the Certificate of Designations, the SPAC shall cause the Preferred Stock Issuance to occur.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at a venue to be agreed upon by Parent and the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, Company on the same date as third (3rd) Business Day after the Offer Acceptance Time except if satisfaction or written waiver (subject to Section 1.1(b)where permissible) of the conditions set forth in Section 7.1 ARTICLE VIII, provided that, notwithstanding the satisfaction or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which waiver of all of the conditions set forth in Section 7.1 ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), if the Marketing Period has not ended, the Closing shall not be required to occur until the earlier of (a) a Business Day during the Marketing Period specified by Parent on no fewer than three (3) Business Days’ prior written notice to the Company and Section 7.2 is satisfied or(b) the next Business Day after the final day of the Marketing Period but subject, in the case of each of clauses (a) and (b), to the extent permissible continued satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VIII (other than those conditions that by applicable Legal Requirementstheir terms are to be satisfied at the Closing, waived. The date but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and Parent (the day on which the Closing occurs is referred to in this Agreement as takes place being the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on ). On the Closing Date, Merger Sub and the Company shall execute a plan of merger, substantially in the form set out in Annex A (the “Plan of Merger”), and Purchaser the parties hereto shall file or cause the Plan of Merger and other documents required under the CICL to be filed a certificate of merger effect the Merger with the Secretary Registrar of State Companies of the State of Delaware with respect to the Merger, in such form Cayman Islands as required by, and executed and acknowledged in accordance with, provided by Section 251(h) 233 of the DGCLCICL. The Merger shall become effective upon on the date (the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, Merger becomes effective being the “Effective Time”)) specified in the Plan of Merger in accordance with the CICL.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 8:00 a.m.10:00 a.m. (Minneapolis time), Eastern Timeor at such other place, on the same date and time, or in such other manner, as the Offer Acceptance Time except if Parties hereto may agree in writing (subject including by electronic exchange of Closing documents in lieu of an in-person Closing), as promptly as practicable following, but in any event no later than the second (2nd) Business Day after, the satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Article VII (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions); provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the last to be satisfied or waived by such date, in which case on no later than the first business day on which of the conditions set forth in Section 7.1 and Section 7.2 is Article VII (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible satisfaction or waiver of such conditions), the Closing shall occur on the earlier of (x) a date during the Marketing Period specified by applicable Legal RequirementsParent in writing on no fewer than two (2) Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing and, waivedif the Debt Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (y) the second (2nd) Business Day following the last day of the Marketing Period. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) . Subject to the provisions of this Agreement, as soon as practicable (i) articles of merger satisfying the applicable requirements of the MBCA (the “Articles of Merger”) shall be duly executed by Merger Sub and the Company and (ii) Parent, Merger Sub and the Company shall cause the Articles of Merger to be delivered to the Secretary of State of the State of Minnesota for filing concurrently with the Closing. The Merger shall become effective on the Closing Date, Date upon the Company and Purchaser shall file or cause to be filed a certificate filing of merger the Articles of Merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware Minnesota or such later date and time on the Closing Date as is agreed upon in writing by the parties Parties hereto and specified in the certificate Articles of merger Merger (such date and timetime on the Closing Date, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, Upon the terms and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserconditions set forth herein, the consummation closing of the Merger (the “Merger Closing”) shall will take place (a) if the Offer Closing shall have not occurred at or prior to the Merger Closing, 10:00 a.m., New York City time, on the second Business Day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or (b) if the Offer Closing shall have occurred on or prior to the Merger Closing, on the date of, and immediately following the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised), in either case at the offices of ▇▇▇▇▇▇ LLPDLA Piper LLP (US) located at 1251 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇ and notwithstanding Section 5.3, Eastern Timeunless another time, on date or place is agreed to in writing by Parent and the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” ” Notwithstanding the preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of conditions set forth in Article VI (bother than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver in writing of those conditions if permissible under applicable Law), or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of the last sentence of Section 5.4(b), then the Merger Closing shall occur instead on the date following the satisfaction or waiver of such conditions (subject to the satisfaction or waiver of such conditions on that date) that is the earlier to occur of (i) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days prior notice to the Company and (ii) the Business Day immediately following the final Business Day of the Marketing Period, or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of last sentence of Section 5.4(b), no earlier than five (5) Business Days following the earlier to occur of (x) the termination of discussions with such Qualified Go-Shop Bidder or (y) the fifteenth (15th) day following the Go-Shop End Date, and such date shall be deemed the Merger Closing Date. Subject to the provisions of this Agreementterms and conditions set forth herein, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The Merger shall become effective upon the date and time of the filing of such certificate the Certificate of merger Merger with the Office of the Secretary of State of the State of Delaware or such later other date and time as is may be mutually agreed upon in writing by Parent and the parties hereto Company and specified set forth in the certificate Certificate of merger Merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger Mergers (the “Closing”) shall take be held remotely by exchange of documents and signatures (or their electronic counterparts) unless a place at for the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern TimeClosing to be held in person is agreed to in writing by the parties to this Agreement, on the same date as second Business Day after the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied satisfaction or, to the extent permissible permitted hereunder and by applicable Legal Requirements, waiver of the last to be satisfied or waived by such date, in which case on no later than of all conditions to the first business day on which parties’ respective obligations to effect the conditions Mergers set forth in Section 7.1 5.1, Section 5.2 and Section 7.2 is 5.3, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible satisfaction or waiver of each of such conditions at the Closing, unless another time or date is agreed to in writing by applicable Legal Requirements, waivedParent and the Company. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the Company parties shall cause an articles of merger with respect to the First Merger in form and Purchaser shall file or cause substance reasonably satisfactory to be filed the parties (the “First Certificate of Merger”) and immediately thereafter a certificate of merger or articles of merger, as applicable, with respect to the Second Merger in form and substance reasonably satisfactory to the parties (the “Second Certificate of Merger,” together with the First Certificate of Merger, the “Certificates of Merger”) to be duly executed and filed with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Utah Division of Corporations”) and the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and make all other filings or recordings required by the Company, the Acquisition Subs or Parent under the Utah Act, the DGCL and DLLCA in connection with respect to effecting the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLMergers. The Merger Mergers shall become effective upon on the date and at such time as the Certificates of the filing of such certificate of merger Merger are filed with the Utah Division of Corporations and the Delaware Secretary of State of the State of Delaware State, as applicable, or at such later date and time as is may be mutually agreed upon to in writing by Parent and the parties hereto Company and specified in the certificate Certificates of merger Merger (such date and time, the time at which the First Merger becomes effective being referred to in this Agreement as the “First Effective Time” and the time at which the Second Merger becomes effective being referred to in this Agreement as the “Second Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., New York City time, on a date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of all of the conditions set forth in ARTICLE VII hereof (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Timeunless another time, on date or place is agreed to in writing by the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties hereto. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser parties shall file or cause the Merger to be filed consummated by filing articles of merger, or, at Parent’s election a certificate of merger merger, (the “Articles of Merger”) with the Secretary of State of the State of Delaware with respect Georgia and by making all other filings or recordings required under the GBCC, including publication of a notice of merger pursuant to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) 14-2-1105.1 of the DGCLGBCC on the same day as the filing the Articles of Merger. The Merger shall become effective upon at such time as the date and time Articles of the filing of such certificate of merger Merger are duly filed with the Secretary of State of the State of Delaware Georgia, or at such later subsequent date and or time as is agreed upon in writing by Parent and the parties hereto Company shall agree and specified specify in the certificate Articles of merger (such date and time, Merger. The time at which the Merger becomes effective is referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place at remotely via the offices electronic exchange of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ documents at 8:00 a.m.a.m. local time as soon as practicable following the satisfaction or, Eastern Timeto the extent permitted by applicable Law, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) waiver of the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied orArticle 6 by the parties entitled thereto, to the extent permissible by applicable Legal Requirements, waived by such date, but in which case on any event no later than the first business day on which second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7.1 and Section 7.2 is Article 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions), waived. The or at such other place or time or on such other date as Parent and the Company may mutually agree in writing (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause delivered to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to by the Merger, in such form as required by, Company and executed and acknowledged in accordance with, Section 251(h) of the DGCLMerger Sub for filing. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, immunities, licenses, franchises and authority and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and the Merger Sub, all as provided in the DGCL and subject to the terms of this Agreement.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at via the offices electronic exchange of ▇▇▇▇▇▇ LLPdocuments by the Parties, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, as soon as practicable (and in no event later than one (1) business day) following the date on the same date as which the Offer Acceptance Time occurs, except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by as of such date, in which case on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and timetime the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall will take place at the offices of ▇▇▇▇Gallery located at 4▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇New York, ▇▇ NY 10013 at 8:00 a.m., ___ p.m. (Eastern Standard Time, ) on a day agreed upon by the same date as Parties (to the Offer Acceptance Time except if (subject to Section 1.1(b)extent legally permitted) provided that the conditions set forth in Section 7.1 herein have been satisfied or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as (the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon ). As promptly as practicable on the Closing Date, the Company and Purchaser appropriate parties hereto shall file or cause the Merger to be filed consummated by filing a properly executed certificate of merger satisfying the requirements of Applicable Law (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and a Plan of Merger (the “Plan of Merger”) with respect to the MergerRegistrar of Companies in the Cayman Islands, in such form as required byeach case in accordance with the relevant provisions of Applicable Law, and executed the parties hereto shall take such other and acknowledged in accordance with, Section 251(h) of further action as may be required by Applicable Law to make the DGCLMerger effective. The Merger shall become effective upon at the date time when the Certificate of Merger and time Plan of the filing of such certificate of merger Merger have been duly filed with the Secretary of State of the State of Delaware and the Registrar of Companies in the Cayman Islands or such later date and time as is agreed upon in writing by the parties hereto and specified set forth in the certificate Certificate of merger Merger in accordance with Applicable Law (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m. Eastern Time by means of a virtual closing through electronic exchange of documents and signatures (i) if the offices Offer Acceptance Time occurs (in which case the Merger will be governed by Section 251(h) of ▇▇▇▇▇▇ LLPthe DGCL), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, as soon as practicable following (but in any event on the same date as as) the Offer Acceptance Time Time, except if (subject to Section 1.1(b)) any of the applicable conditions set forth in Section 7.1 or Section 7.2 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by as of such date, in which case case, on no later than the first business day on which the all applicable conditions set forth in Section 7.1 and Section 7.2 is 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, or (ii) if an Offer Termination occurs, as soon as practicable (but in any event no more than three (3) business days) following the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of the last of the conditions set forth in Section 7 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions), unless, in each case, another date or time is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger Integrated Mergers (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ at 8:00 a.m.▇▇▇▇▇ on a date to be mutually agreed upon by Pi and Lambda (the “Closing Date”), Eastern Time, on which date shall be no later than the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) second Business Day after the conditions set forth in Section 7.1 Article VI shall have been satisfied or Section 7.2 shall not waived (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions), waived by or such dateother time as Pi and Lambda shall mutually agree. Immediately following the Closing, in which case on no later than the first business day on which the conditions set forth in Section 7.1 Lambda and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” Pi shall cause (ba) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger (the “First Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(hwith the DGCL effecting the First Merger and (b) of the DGCL. The Merger shall become effective upon the date and time of the filing of such a certificate of merger (the “Second Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DCGL and the DLLCA effecting the Second Merger. The First Merger shall become effective upon such filing and acceptance of the First Certificate of Merger with the Secretary of State of the State of Delaware, or at such later date and time as is agreed upon in writing by the parties hereto Pi and specified Lambda and as set forth in the certificate First Certificate of merger Merger (such date and time, the “Effective Time”). The Second Merger shall become effective one minute after the Effective Time (the “Second Merger Effective Time”), as the parties shall specify in the Second Certificate of Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger Amalgamation (the “Closing”) shall take place occur on the later to occur of (i) the third Business Day after the satisfaction or waiver of the conditions (excluding conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) set forth in Article 7 and (ii) April 1, 2014, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the Parties (the date and time of the Closing being referred to in this Agreement as the “Closing Date”). The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 unless another place is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred agreed to in this Agreement as writing by the “Closing DateParties.” (b) Subject to the provisions of this Agreement and the Amalgamation Agreement, as soon as practicable following the Closing and on the Closing Date, the Company and Purchaser Parties shall file or cause the Amalgamation to be filed a certificate registered by filing the Amalgamated Company Memorandum of merger Association, Bye-laws and all other documents required by the Companies Act (the “Amalgamation Application”) with the Secretary Registrar of State Companies of Bermuda (the “Registrar”) in accordance with Section 108 of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLCompanies Act. The Merger Amalgamation shall become effective upon on the date and shown on the certificate of amalgamation, which shall be the Closing Date. The effective time of the filing of such certificate of merger with Amalgamation will be the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in shown on the certificate of merger amalgamation (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ LLP, & ▇▇▇▇ ▇▇▇LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Time, on the same date as soon as practicable following the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived by as of such date, in which case the Closing shall take place on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent prior to the Offer Acceptance Time. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the First Step Merger (the “Closing”) shall will take place at 10:00 a.m., Pacific Time, on a date to be specified by the parties, which shall, unless otherwise mutually agreed upon by the parties, be no later than the earlier of (1) April 15, 2015; (2) the date on which the Company has completed at least two consecutive months with positive net income on a U.S. GAAP basis. The Closing will be held at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived▇▇▇▇▇. The date on upon which the Closing actually occurs is shall be referred to in this Agreement herein as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser parties hereto shall file or cause the First Step Merger to be filed consummated by filing a certificate Certificate of merger Merger in substantially the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware with respect to (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the applicable provisions of the DGCL. The First Step Merger shall become effective upon the date and time filing of the filing Certificate of Merger (or such certificate later time as may be mutually agreed in writing by the Company and Parent and specified in the Certificate of merger Merger) with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). As soon as practicable after the Effective Time, but in no event later than 1 business day, Parent shall cause the Second Step Merger to be consummated by filing a Certificate of Merger conforming to the requirements of the DGCL and the LLC Act to be filed with the Secretary of State of the State of Delaware (the “Second Step Certificate of Merger”) in accordance with the applicable provisions of the DGCL and the LLC Act (the time of acceptance by the Secretary of State of the State of Delaware of such filing being referred to herein as the “Second Effective Time”). (b) At the Effective Time, the effect of the First Step Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL and the CCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Merger Sub I shall vest in the Interim Surviving Corporation, and all restrictions, disabilities and duties of the Company and Merger Sub I shall become the restrictions, disabilities and duties of the Interim Surviving Corporation. At the Second Effective Time, the effect of the Second Step Merger shall be as provided in this Agreement, the Second Step Certificate of Merger and the applicable provisions of DGCL, the CCC and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Interim Surviving Corporation shall vest in Merger Sub II as the surviving entity in the Second Step Merger, and all restrictions, disabilities and duties of the Interim Surviving Corporation shall become the restrictions, disabilities and duties of Merger Sub II as the surviving entity in the Second Step Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanyArticles VI, Parent VII and PurchaserVIII, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇remotely, on a date to be agreed by A▇▇▇▇▇ LLPand DMK (the “Closing Date”), ▇▇▇ ▇▇▇which shall be no later than the fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Articles VI, VII and VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and place as A▇▇▇▇▇ and DMK may mutually agree in writing. At the Closing, subject to the terms and conditions of this Agreement, the Parties hereto shall (a) cause the Merger to be consummated by executing and filing with the Secretary of State of Delaware and the Secretary of State of New Jersey a certificate of merger, executed and acknowledged in accordance with and containing such information as is required by the Delaware General Corporation Law (the “DGCL”) and the NJBCA to effect the Merger (the “Certificate of Merger”) and (b) on or after the Closing Date duly make all other filings and recordings required by the NJBCA and the DGCL in order to effectuate the Merger. The Merger shall become effective at such time as the Certificate of M▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be has been duly filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware New Jersey or at such later date and time as is agreed upon to by the Parties hereto in writing by the parties hereto and specified in the certificate Certificate of merger Merger in accordance with the relevant provisions of the DGCL and the NJBCA (such date and time, the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the First Merger (the “Closing”) shall take place by remote exchange of documents at the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 1999 Avenue of the Stars, ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern Time, 10:00 a.m. (Pacific time) on the same date as which is two (2) Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the first date on which all conditions set forth in Section 7.1 Article IX shall have been satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver thereof), waived by or such date, other time and place as Acquiror and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, First Merger Sub, and the Company and Purchaser shall file or cause the First Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the applicable provisions of the DGCL. The First Merger shall become effective upon at the date and time when the First Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by ▇▇▇▇▇▇▇▇ and the Company in writing and specified in the First Merger Certificate (the “First Effective Time”). Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Second Merger Sub, and the Company shall cause the Second Merger Certificate to be executed and duly submitted for filing of such certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the DLLCA. The Second Merger shall become effective at the time when the Second Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later date and time as is may be agreed upon by ▇▇▇▇▇▇▇▇ and the Company in writing by the parties hereto and specified in the certificate of merger Second Merger Certificate (such date and time, the “Second Effective Time”). (c) For the avoidance of doubt, the Closing, the First Effective Time and Second Effective Time shall not occur prior to the completion of the Domestication.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall will take place concurrently with the execution and delivery of this Agreement remotely via the electronic exchange of documents and signatures. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger conforming to the requirements of the DGCL with the Secretary of State of the State of Delaware (the “Certificate of Merger”), in accordance with the applicable provisions of DGCL (the time of the acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time”). (b) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the offices Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all restrictions, disabilities and duties of the Company and Merger Sub shall become the restrictions, disabilities and duties of the Surviving Corporation. (c) At the Closing: (i) the Company shall deliver to Parent: (A) a certificate duly executed by the Chief Executive Officer of the Company certifying (and other evidence in form and substance satisfactory to Parent) that: (1) the adoption of this Agreement shall have been duly approved by the Required Merger Stockholder Vote (as defined in Section 2.22); (2) the number of shares of Company Capital Stock that constitute (or that are or may be eligible to become) Dissenting Shares (as defined in Section 1.6(a)) shall be less than 10% of the Company Capital Stock outstanding immediately prior to the Closing (excluding shares held by Parent); and (3) the amount of the Closing Indebtedness is zero; (B) the Escrow Agreement, duly executed by the Stockholders’ Agent and the Escrow Agent; (C) Employment Agreements duly executed by ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Key Employees”); (D) Joinder Agreements, executed by the persons listed on Schedule 1.2(c)(i)(D); (E) agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the agreements identified on Schedule 1.2(c)(i)(E) as described on Schedule 1.2(c)(i)(E); (F) a certificate (the “Merger Consideration Certificate”), duly executed on behalf of the Company by the Chief Executive Officer, containing the following information (along with calculations of any such amounts) and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (1) the Closing Indebtedness, the Transaction Expenses and Transaction Payroll Taxes paid or payable (including any Transaction Expenses and Transaction Payroll Taxes that will become payable after the Effective Time with respect to services performed or actions taken prior to or at the Effective Time), the Net Working Capital and, based thereupon, the Net Working Capital Deficiency, the Aggregate Exercise Price, the Per Share Series B Closing Proceeds, the Per Share Series A Closing Proceeds and the Per Share Common Closing Proceeds; (2) the name and address of record of each Person who is a stockholder of the Company immediately prior to the Effective Time; (3) the number of shares of Company Capital Stock of each class and series held by each such stockholder immediately prior to the Effective Time; (4) the consideration that each such stockholder is entitled to receive pursuant to Section 1.4; (5) the amount of cash to be contributed to the Escrow Fund with respect to the shares of Company Capital Stock held by each such stockholder and each holder of a Company Option, and the allocation of the Escrow Fund for purposes of the indemnity obligations in Section 4.2 hereof; (6) the name and address of record of each holder of, the exercise price per share of, the number and class of shares of Company Common Stock subject to, the vesting schedule applicable to and the expiration date of each Company Option outstanding immediately prior to the Effective Time (after giving effect to any exercises of Company Options prior to the Effective Time); (7) the consideration that each holder of Company Options is entitled to receive pursuant to Section 1.5; and (8) the total amount of Taxes to be withheld from the Merger Consideration that each holder of shares of Company Capital Stock or holder of Company Options, in each case as of immediately prior to the Effective Time, is entitled to receive pursuant to Sections 1.4 and 1.5 as, for Tax purposes, compensation for services. (G) written resignations of all officers and directors of the Company, effective as of the Effective Time; (H) the Certificate of Merger, duly executed by the Company; (I) a properly executed statement, dated as of the Closing Date, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in a form reasonably acceptable to Parent, certifying that an interest in the Company is not a U.S. real property interest within the meaning of Code Section 897(c), together with the required notice to the IRS and written authorization for Parent to deliver such statement and notice to the IRS on behalf of the Company upon the Closing; (J) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that upon payment in full of such amount, it will not be owed any other amount by any of the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (K) a legal opinion executed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇ at 8:00 a.m.LLP in the form of Exhibit D; (L) evidence to Parent as to the adoption by the board of directors of the Company of resolutions to terminate the following, Eastern Time, on or a representation in the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth certificate referenced in Section 7.1 1.2(c)(i)(A) that none of the following exist: (x) any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 7.2 shall not be satisfied or401(k) of the Code; and (y) any group severance, to the extent permissible by applicable Legal Requirementsseparation or salary continuation Company Employee Plans, waived by such dateprograms or arrangements, in which each case on effective no later than the first business day on which date immediately preceding the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement; (M) either: (x) evidence reasonably satisfactory to Parent that any agreements, as soon as practicable on contracts or arrangements that may result, separately or in the Closing Dateaggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) or that would be subject to an excise tax under Section 4999 of the Code have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and Purchaser shall file or cause benefits not to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required bydeemed parachute payments under Section 280G, and executed and acknowledged that such approval has been obtained in accordance with, a manner which satisfies all applicable requirements of Section 251(h280G(b)(5)(B) of the DGCL. The Merger shall become effective upon Code and all applicable regulations (whether proposed or final) relating to Section 280G; (y) in the date absence of such stockholder approval, a waiver in form and time substance reasonably satisfactory to Parent, duly executed by each Person who might receive any such amount and/or benefit; or (z) confirmation in Part 2.14(c) of the filing Disclosure Schedule that there are no exceptions to Section 2.14(c); (N) audited financial statements for the year ended December 31, 2015; and (O) agreements in substantially the form attached hereto as Exhibit E with each holder of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger a Company Option (such date and time, the “Effective TimeOptionholder Agreements”). (ii) Parent shall deliver to the Company: (A) the Escrow Agreement, duly executed by Parent; and (B) evidence in form and substance satisfactory to the Company that the adoption of this Agreement and the consummation of the transactions contemplated hereby shall have been duly approved by (1) the board of directors of Parent, and (2) the board of directors and sole stockholder of Merger Sub. (iii) Parent shall deliver to the Key Employees: (A) Employment Agreements duly executed by Parent.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at via the offices electronic exchange of ▇▇▇▇▇▇ LLPdocuments by the Parties, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on as soon as practicable (and in no event later than one business day) following the same date as consummation of the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 7 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by as of such date, in which case on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is 7 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and timetime the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place at by means of a virtual closing via the offices electronic exchange of ▇▇▇▇▇▇ LLPdocuments and signatures by the Parties as soon as practicable (and in no event later than three (3) business days) following the satisfaction or, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇to the extent permitted by applicable Legal Requirements, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on waiver (by the same date as Party or Parties entitled to the Offer Acceptance Time except if (subject to Section 1.1(b)benefits thereof) of the conditions set forth in Section 7.1 or 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing); provided, that if any of the conditions set forth in Section 7.2 shall 6 are not be satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived by on such datethird (3rd) business day, in which case then the Closing shall take place on no later than the first (1st) business day thereafter on which the all such conditions set forth in Section 7.1 and Section 7.2 is shall have been satisfied or, to the extent permissible permitted by applicable Legal Requirements, waived; provided, further that if the Parties mutually agree in writing upon another date, the Closing shall take place on such date. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and timetime the Merger is effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”"CLOSING") shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ Fulbright & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇ Suite 2800, Dallas, Texas 75201, at 8:00 10:00 a.m., Eastern TimeDallas time, on a date to be designated by Parent (the same date as "CLOSING DATE"), which shall be no later than the Offer Acceptance Time except if (subject fifth Business Day after the satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied orat the Closing, it being understood that the occurrence of the Closing shall remain subject to the extent permissible by applicable Legal Requirementsdelivery of such items and the satisfaction or waiver of such conditions at the Closing), waived by such unless another date, time or place is agreed to in which case on no later than writing by the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied orparties hereto, to the extent permissible by applicable Legal Requirements, waived. The date on which provided that the Closing occurs is referred to in this Agreement shall be delayed if and only for so long as reasonably necessary if a banking moratorium, act of terrorism or war (whether or not declared) affecting United States banking or financial markets generally prevents the “Closing Date.” (b) Closing. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger satisfying the applicable requirements of the DGCL (the "CERTIFICATE OF MERGER") shall be duly executed by the Company and filed with the Secretary of State of the State of Delaware with respect to as promptly as possible on the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLClosing Date. The Merger shall become effective upon the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate Certificate of merger Merger (such date the "EFFECTIVE TIME"). Notwithstanding anything herein to the contrary, in the event that Acquisition Sub shall acquire at least 90% of the outstanding shares of Company Common Stock, Parent and timethe Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the “Effective Time”)Company Stockholders, in accordance with Section 253 of the DGCL as promptly as practicable.

Closing; Effective Time. (a) Unless The closing of the sale and purchase of the OVEC Shares and the transfer and assignment of the ICPA pursuant to this Agreement shall will occur within five business days after all of the conditions to closing have been terminated pursuant to Section 8, satisfied or waived and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation will be effective as of the Merger (the “Closing”) shall take place at the offices close of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, business on the same that date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger may agree (such date and time, the “Effective Time”). As of the Effective Time, upon satisfaction or waiver of the conditions to closing, Purchaser will pay the portion of the purchase price referred to in Section 3 to be paid at the Effective Time, by wire transfer of immediately available federal funds to an account designated by Allegheny, upon receipt of certificates for the OVEC Shares, duly endorsed by AEI for transfer to Purchaser or accompanied by duly executed stock powers, and the ICPA Assignment Agreement and the certificate referred to in Section 8(b) above signed by an appropriate officer of Allegheny. (b) The parties will execute and deliver all other documents, and take all further actions, necessary to complete the sale and purchase of shares and to carry out the other transactions contemplated by this Agreement. (c) The parties acknowledge that time is of the essence and, therefore, agree to use all reasonable efforts to complete the sale and purchase of shares and the other transactions contemplated by this Agreement on or before the date that is 385 days following the expiration of the Modified Election Period (as such term is defined in the Unanimous Consent and Waiver Agreement), except that the foregoing shall not impose any obligation on a party to waive or modify any of that party’s conditions to closing. Any party may terminate this Agreement if the Effective Time does not occur before the date that is 385 days following the expiration of the Modified Election Period (as such term is defined in the Unanimous Consent and Waiver Agreement), unless the delay in the Effective Time results from the failure, by the party seeking to terminate this Agreement, to perform its obligations under this Agreement. Termination of this Agreement by any party will not relieve the other party of any liability that it may have for a breach of the representations, warranties, or covenants made by it in this Agreement. If Purchaser does not satisfy its condition to closing set forth in Section 8(g) hereof, and notify Allegheny of Purchaser’s satisfaction of such condition to closing, on or before 90 days after the date of this Agreement, Allegheny shall have the right to terminate this Agreement by providing written notice thereof to Purchaser. Allegheny must exercise this right to terminate within 10 days after the end of such 90 day period.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m., Eastern Time, ▇▇▇▇▇ as soon as practicable following (but in any event on the same date as day as) the Offer Acceptance Time Time, except if (subject to Section 1.1(b)) any of the applicable conditions set forth in Section 7.1 or Section 7.2 Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived by as of such date, in which case case, on no later than the first business day (1st) Business Day after the date on which the all applicable conditions set forth in Section 7.1 and Section 7.2 is Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as recordings required by, and executed and acknowledged in accordance with, Section 251(h) of under the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate Certificate of merger Merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser8.1, the consummation closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Central time, at the offices of Sidley Austin LLP (“Sidley”), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on a date and time to be designated jointly by Remainco and RMT Partner, which shall be (a) no later than the same date as later of the Offer Acceptance Time except if third Business Day following (subject to Section 1.1(b)i) the satisfaction or waiver of the conditions set forth in Section 7.1 Articles VI and VII (other than the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or Section 7.2 waiver of each of such conditions) (provided, however, that the Closing shall not be satisfied or, occur prior to the extent permissible by applicable Legal Requirements, waived by third Business Day following the occurrence of the Ruling Event) or (b) at such other date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 time or place as RMT Partner and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedRemainco may mutually agree. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) . Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Spinco and concurrently with or as soon as practicable on following the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The Merger shall become effective upon at the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing may be designated jointly by the parties hereto Remainco and RMT Partner and specified in the such certificate of merger (such date and time, the time as of which the Merger becomes effective being referred to as the “Effective Time”). “Ruling Event” shall mean the earlier of (a) the date on which (i) Remainco has received the Ruling from the IRS, (ii) the IRS informs Remainco and RMT Partner in writing that the IRS has declined to issue a private letter ruling that satisfies each of the requirements described in clauses (a) through (c) contemplated in the definition of Ruling or (iii) Remainco, with the written consent of RMT Partner, withdraws the Ruling Request and (b) the date nine months from the date hereof.

Closing; Effective Time. (a) Unless The closing of the transactions contemplated by this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place place, unless this Agreement is earlier terminated pursuant to Article X, at the offices of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, located at 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, 10:00 a.m. (local time) on the same date as second business day after the Offer Acceptance Time except if satisfaction or (subject to Section 1.1(b)the extent permitted by applicable Law and this Agreement) waiver of each of the conditions set forth in Article VIII, other than those conditions to be satisfied or waived at the Closing, or at such other time and place as the Parties may agree. Subject to the provisions of Article X, failure to consummate the Closing at the time and place determined pursuant to this Section 7.1 or Section 7.2 2.2 shall not be satisfied or, to result in the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 termination of this Agreement and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedshall not relieve any Party hereto of any obligation under this Agreement. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject to . In connection with the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties shall file or cause the Merger to be filed consummated by duly filing a properly executed certificate of merger in substantially the form attached hereto as Exhibit 2.2 (the “Certificate of Merger”), together with any required officers’ certificates, with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger When used in this Agreement, the term “Effective Time” shall become effective upon mean the later of: (i) the date and time at which the Certificate of the Merger have been accepted for filing of such certificate of merger with by the Secretary of State of the State of Delaware or (ii) such later date and time as is agreed upon in writing by the parties hereto and specified provided in the certificate Certificate of merger (such date Merger. All actions to be taken at the Closing shall be deemed to occur simultaneously, and time, the “Closing shall be deemed to have been completed at the Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser9.1 hereof, the consummation closing of the First Step Merger (the “Closing”) shall will take place as promptly as practicable after the execution and delivery hereof by the parties hereto, and following satisfaction or waiver of the conditions set forth in ARTICLE VII hereof, at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, 900 South Capital of Texas Highway, Las Cimas IV, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ at 8:00 a.m.▇▇▇▇▇, Eastern Timeunless another time or place is mutually agreed upon in writing by Parent and the Company; provided that, on any party hereto may participate remotely in the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) Closing by electronic delivery of documents and/or funds. If any of the conditions set forth in ARTICLE VII are not satisfied or waived at the time the Closing is to occur pursuant to this Section 7.1 2.2, Parent or Section 7.2 shall not be satisfied orthe Company may, by notice to the extent permissible by applicable Legal Requirementsother, waived by such date, adjourn the Closing to a date specified in which case on no that notice (but not later than the first business day on which earlier of (a) the second Business Day after the conditions set forth in Section 7.1 ARTICLE VII have been so satisfied or waived and Section 7.2 is satisfied or, to (b) the extent permissible by applicable Legal Requirements, waivedTermination Date). The date on upon which the Closing actually occurs is shall be referred to in this Agreement herein as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on ” On the Closing Date, the Company and Purchaser parties hereto shall file or cause the First Step Merger to be filed consummated by filing a certificate Certificate of merger Merger in substantially the form attached hereto as Exhibit F-1, with the Secretary of State of the State of Delaware with respect to (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the applicable provisions of the DGCL. The Merger shall become effective upon DGCL (the date and time of the filing acceptance of such certificate filing by the Secretary of merger State of the State of Delaware shall be referred to herein as the “Effective Time”). As soon as practicable after the Effective Time, and, in any event within thirty (30) days thereafter, Parent shall cause the Second Step Merger to be consummated by filing a Certificate of Merger in substantially the form attached hereto as Exhibit F-2 with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective TimeSecond Step Certificate of Merger”)) in accordance with the applicable provisions of the DGCL and the LLC Act.

Closing; Effective Time. (a) Unless this Agreement Parent, Merger Sub and the Company shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between consummate the Company, Parent and Purchaser, the consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at the offices by means of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ a virtual closing through electronic exchange of signatures at 8:00 a.m.a.m. (California Time) on a date to be jointly designated by Parent and the Company, Eastern Time, on which shall be no later than the same date as 15th calendar day after the Offer Acceptance Time except if (subject satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not 6 (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of those conditions at the Closing), waived by or at such dateother place, time or date as Parent and the Company may agree in which case on no later than writing. Notwithstanding the first business foregoing, if the 15th calendar day on which referred to in the preceding sentence is not a Business Day, then, subject to the continued satisfaction or waiver of the conditions set forth in Section 7.1 and Section 7.2 is 6 (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible satisfaction or waiver of those conditions at the Closing), the date to be jointly designated by applicable Legal Requirements, waivedParent and the Company pursuant to the preceding sentence shall be no later than the first Business Day after the 15th calendar day referred to in the preceding sentence. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. ” The Merger shall become effective upon at the date and time of the filing by the Company and Merger Sub of such a duly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as is may be mutually agreed upon by Parent and the Company in writing by the parties hereto and specified in the such certificate of merger (such date and time, the time at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been validly terminated pursuant to Section 8‎Article 7, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices remotely as promptly as reasonably practicable, and in any event within two (2) business days of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if Time, following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, and subject to Section 1.1(b)) the satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall not ‎Article 6 (other than any such conditions that by their nature are to be satisfied orby actions taken at the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirementspermitted hereunder) of such conditions), waived by such unless another date, time or place is agreed to in which case on no later than writing by the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedParties. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of with the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties Parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at be conducted remotely via electronic exchange of documents no later than the offices third Business Day after the satisfaction or waiver of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Sections 7 and 8 (other than those conditions which are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver of such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedconditions). The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause a certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the Closing Date as of the time that the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”). (b) Subject to At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser shall file deliver, or cause to be filed delivered, the following agreements and documents to Parent: (i) the Escrow Agreement, duly executed by the Securityholders’ Agent; (ii) the Payment Agent Agreement, duly executed by the Securityholders’ Agent; (iii) Joinder and Support Agreements duly executed by the holders of at least 92% of the outstanding shares of Company Capital Stock (on an as-converted basis), each of which shall be in full force and effect; (iv) agreements, in form and substance reasonably satisfactory to Parent, terminating the agreements identified in Schedule 4.5(a); (v) a certificate, in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief executive officer or chief financial officer of the Company, containing the following information (to be set forth on an accompanying spreadsheet) and the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing (such spreadsheet and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate”): (A) the Aggregate Pro Rata Share of each Effective Time Holder; and (B) the Per Share Amount; (2) with respect to each Person who is a holder of Outstanding Capital Stock, which in each case, to the extent required, shall be determined at the Closing based on the Estimated Purchase Price: (A) the name and the email address of record of each such holder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such holder; (C) the number of shares of the Company Restricted Stock held by such Person, if any; (D) the vesting schedule applicable to each share of the Company Restricted Stock held by such Person (in each case, after giving effect to any vesting that is contingent on the completion of the Merger); (E) the consideration that each such holder is entitled to receive pursuant to Section 1.5; (F) whether such shares of Company Capital Stock were acquired upon exercise of a Company Option (and, if so, whether such Company Option was an “incentive stock option” within the meaning of Section 422 of the Code, whether the Merger results in a “disqualifying disposition” of such shares described in Section 421(b) of the Code, and whether such shares were ever subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code (and, if so, the fair market value of such shares upon vesting)); (G) to the extent that such Person is a Founder, (i) the Escrowed Holdback Amount and (ii) the Non-Escrowed Holdback Amount; (H) the cash amounts to be contributed to each of the Escrow Fund with respect to the shares of Outstanding Capital Stock held by each such holder pursuant to Section 1.5(c) and the Securityholders’ Agent Expense Fund with respect to the shares of Outstanding Capital Stock held by each such holder pursuant to Section 11.1(e); (I) the net cash amount to be paid to each such holder by the Payment Agent upon delivery of a Letter of Transmittal and the surrender of any certificates representing such shares of Company Capital Stock, if any, or the electronic transfer of Company Book Entry Shares, in accordance with Section 1.8 (after deduction of any amounts to be contributed to the Escrow Fund by such holder); and (J) whether any Taxes are required to be withheld in accordance with Section 1.8(h) from the consideration that each such holder is entitled to receive pursuant to Section 1.5, including any portion thereof to be contributed to the Escrow Fund or the Securityholders’Agent Expense Fund; (3) with respect to each Outstanding In-the-Money Vested Option, which in each case, to the extent required, shall be determined at the Closing based on the Estimated Purchase Price: (A) the name and the email address of record of the holder thereof; (B) the exercise price per share and the number of shares of Company Common Stock subject to such Company Option; (C) the consideration that the holder of such Company Option is entitled to receive pursuant to Section 1.6(a); (D) the net cash amount to be paid to the holder of such Company Option pursuant to Section 1.6(a); and (E) whether such Company Option is an Employee Option or Non-Employee Option, and whether any Taxes are required to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Company Option is entitled to receive pursuant to Section 1.6(a); (F) the cash amounts to be contributed to each of the Escrow Fund with respect to the Outstanding In-the-Money Vested Options held by each such holder pursuant to Section 1.6(a) and the Securityholders’ Agent Expense Fund with respect to the Outstanding In-the-Money Vested Options held by each such holder pursuant to Section 11.1(e); (4) with respect to each Outstanding In-the-Money Unvested Option: (A) the name and the email address of record of the holder thereof; (B) the respective grant date of such Company Option; (C) the exercise price per share, if any, and the number of shares of Company Common Stock subject to such Company Option; (D) the vesting schedule applicable to such Company Option, including the vesting commencement date and the grant date of such Company Option; (E) the expiration date of such Company Option; (F) whether such Company Option is an “incentive stock option” as defined in Section 422 of the Code or subject to Section 409A of the Code; (G) whether such Company Option is an Employee Option or Non-Employee Option; (H) the number of shares of Parent Common Stock that will be subject to such Company Option immediately after the Effective Time; and (I) the exercise price per share of such Company Option as of immediately after the Effective Time; (5) with respect to each Outstanding Warrant (after giving effect to any exercises or deemed exercises of Company Warrants prior to the Effective Time), which in each case, to the extent required, shall be determined at the Closing based on the Estimated Purchase Price: (A) the name and the email address of record of the holder of such Outstanding Warrant; (B) the exercise price per share and the number, class and series of shares of Company Capital Stock subject to such Outstanding Warrant; (C) the consideration that the holder of such Outstanding Warrant is entitled to receive pursuant to Section 1.6(d); (D) the cash amounts to be contributed to each of the Escrow Fund with respect to the shares of Company Capital Stock subject to such Outstanding Warrant pursuant to Section 1.6(d) and the Securityholders’ Agent Expense Fund with respect to shares of Company Capital Stock subject to such Outstanding Warrant pursuant to Section 11.1(e); (E) the net cash amount to be paid to the holder of such Outstanding Warrant (after deduction of amounts to be contributed to the Escrow Fund and the Securityholders’ Agent Expense Fund by such holder) pursuant to Section 1.6(d); (F) whether any Taxes are required to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Warrant is entitled to receive pursuant to Section 1.6(d) (including any portion thereof to be contributed to the Escrow Fund and the Securityholders’ Agent Expense Fund); and (vi) the Warrant Surrender Agreements; in the form attached hereto as Exhibit G, duly executed by each holder of the Outstanding Warrants, if any; (vii) the Certificate of Merger, duly executed by the Company; (viii) a certificate of merger the Secretary of the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, certifying and attaching: (A) the Charter Documents of the Company; (B) the resolutions adopted by the board of directors of the Company and the stockholders of the Company to (i) authorize and adopt this Agreement, the Merger and the other transactions contemplated hereby, (ii) adopt the New Stock Plan in the form of Exhibit J and (iii) authorize and adopt the Amended & Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on September 11, 2020; (C) the resolutions adopted by the board of directors of the Company approving the grant and issuance of the New Restricted Stock Units and (D) the incumbency of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with respect the transactions contemplated hereby; (ix) written resignations of each officer, member of the board of directors or managers (or similar body) of each Acquired Entity, effective as of the later of the Effective Time and the date Parent causes such director, officer or manager to the Mergerbe replaced, in such form as required by, and executed and acknowledged in accordance with, substance satisfactory to Parent; (x) evidence reasonably satisfactory to Parent that the Company secured from each “disqualified individual” (within the meaning of Section 251(h280G(c) of the DGCL. The Merger shall become effective upon Code) who has a right to any “parachute payment” (within the date meaning of Section 280G) a waiver of such individual’s rights to any Waived Section 280G Payments, in form and time substance satisfactory to Parent, and has submitted to its stockholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the filing Code and the applicable rulings and regulations thereunder, the Waived Section 280G Payments; (xi) evidence reasonably satisfactory to Parent that all Insider Receivables and Insider Payables, if any, have been repaid in full; (xii) dated as of the Closing Date, a statement conforming to the requirements of United States Treasury Regulations Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3), certifying that the Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code (the “FIRPTA Statement”) and the notification required under United States Treasury Regulations Section 1.897-2(h)(2) (the “FIRPTA Notification”), together with written authorization for Parent to deliver the FIRPTA Notification and a copy of the FIRPTA Statement to the Internal Revenue Service on behalf of the Company after the Closing, in each case in form and substance reasonably satisfactory to Parent and duly executed by the Company and signed by a responsible corporate officer of the Company; (xiii) the Holdback Agreements, each of which shall be in full force and effect; (xiv) the Option Conversion Agreements, in the form attached hereto as Exhibit E, duly executed by holders of 85% of Company Options; (xv) all documents required by Section 4.8; (xvi) the Non-Competition Agreements, each of which shall be in full force and effect; (xvii) the Key Employee Offer Letters, each of which shall be in full force and effect, and no Founder or Key Employee shall have expressed an intent to terminate his employment with the Company; (xviii) Employment Offer Letters duly executed by not less than (i) 90% of the Offered Employees holding the positions of engineers of the Company and (ii) 80% of the remaining Offered Employees, each of which shall be in full force and effect; (xix) evidence reasonably satisfactory to Parent (A) as to the termination of all Non-Continuing Employees (except for any non-U.S. Acquired Entity Employee who is provided with an Employment Offer Letter and continues to be an employee of any Acquired Entity, Parent or any Affiliate thereof regardless of whether such individual’s employment or service to any Acquired Entity is deemed to have been terminated as of the Closing, pursuant to local Legal Requirements or otherwise) and the payment of all Non-Continuing Employee Compensation; and (B) that the Company shall have complied with its obligations set forth in the last sentence of Schedule 4.9; (xx) (i) a share transfer form duly executed by the individual identified in Schedule 1.3(b)(xx) in respect of his ownership in the Foreign Subsidiary in favor of a nominee of Parent and (ii) evidence reasonably satisfactory to Parent as to the adoption by the board of directors (or similar body) of the Foreign Subsidiary of resolutions approving such share transfer (the “India Share Transfer”); and (xxi) accurate and complete copies of all executed Contracts and documents relating to the New Restricted Stock Units. (c) At the Closing, Parent shall deliver to the Company the Escrow Agreement, duly executed by Parent and the Escrow Agent. (d) At the Closing, Parent shall deliver to the Company a certificate of merger with the Secretary of State Parent, dated as of the State of Delaware or such later date Closing Date and time as is agreed upon in writing form and substance reasonably satisfactory to the Company, certifying and attaching (A) the resolutions adopted by the parties hereto board of directors (or a committee thereof) of Parent and specified in the certificate of merger (such date Merger Sub to authorize and timeadopt this Agreement, the “Effective Time”)Merger and the other transactions contemplated hereby and (B) the incumbency of the officers of Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Parent pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall occur on October 31, 2014, unless the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 has not occurred by that date (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), in which case the Closing shall occur no later than the second business day after last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” The Closing shall take place either (a) in person, in which case, the Closing shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇3175 Hanover Street, ▇▇▇▇▇▇Palo Alto, ▇▇ at 8:00 a.m.California, Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) remotely by electronic or facsimile transmissions, in either case, commencing at 10:00 a.m., California time on the Closing Date, or at such other time or such other place as Parent and the Company may mutually agree. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and otherwise satisfactory in form and substance to Parent and the Company shall be duly executed by the Company (the “Certificate of Merger”) and, concurrently with or as soon as practicable on following the Closing DateClosing, shall be delivered to the Company and Purchaser Secretary of State of the State of Delaware for filing. The Merger shall file or cause to be filed a certificate become effective at the time of merger the filing of such Certificate of Merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the second Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in ‎Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, ▇2▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at 8:00 a.m.▇▇▇▇▇, Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such unless another date, time or place is agreed to in which case on no later than writing by Parent and the first business day on which Company; provided, that the conditions set forth Closing may occur remotely via electronic exchange of required Closing documentation in Section 7.1 lieu of an in-person Closing, and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the Company and Purchaser parties shall file or cause to be filed a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware with respect to (the Merger“Delaware Secretary of State”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time of when the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time Merger shall become effective is herein referred to as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1, and unless otherwise mutually agreed subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in writing between the CompanySections 6, Parent 7 and Purchaser8, the consummation of the Merger (the “Closing”) shall take place at remotely as promptly as practicable (but in no event later than the offices second Business Day following the satisfaction or waiver by such party entitled to waive such condition of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such TABLE OF CONTENTS​​ conditions), waived by or at such dateother time, date and place as Parent and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as ” As soon as practicable after the determination of the Closing Date in accordance with this Section 1.3, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”), a notice of the proposed date of the Closing, in which notice the parties shall request that the Companies Registrar issue a certificate evidencing the Merger in accordance with Section 323(5) of the Companies Law (the “Certificate of Merger”) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time issuance by the Companies Registrar of the filing Certificate of such certificate of merger Merger in accordance with the Secretary of State Section 323(5) of the State of Delaware or such later date and Companies Law (the time at which the Merger becomes effective is referred to herein as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place as promptly as practicable after the execution and delivery of this Agreement by the parties hereto, but no later than two (2) business days following the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are satisfied at Closing, but subject to the waiver of fulfillment of those conditions) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 10:00 a.m., Eastern Timelocal time, on or at such other time and place as Parent and the same date as Company shall agree (the Offer Acceptance Time except if (subject “Closing Date”). The Parties acknowledge and agree that time is of the essence with respect to Section 1.1(b)) the Closing, and will use commercially reasonable efforts to satisfy the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, Article VI and effectuate the Closing as soon as commercially practicable. On the Closing Date and subject to the extent permissible terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by applicable Legal Requirementsfiling a Certificate of Merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL, waived by such date, in which case on no later than with the first business day on which Secretary of State of the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedState of Delaware. The date on which Merger shall become effective at such time as the Closing occurs Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger, such time being referred to in this Agreement herein as the “Closing DateEffective Time.” (b) ” Subject to the provisions of this Agreement, as soon as practicable on promptly following the Closing DateMerger, but in no event later than thirty (30) days after the Company Effective Time, a Certificate of Merger for the Second Merger, satisfying the applicable requirements of the DGCL, shall be duly executed by Merger Sub II and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place on the third Business Day after the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at the Closing), at the offices of ▇▇▇▇▇▇ LLPSkadden, ▇▇▇ ▇Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇1440 New York Avenue NW, ▇▇ at 8:00 a.m.Washington, Eastern TimeDistrict of Columbia 20005, on unless another time, date or place is agreed to in writing by the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such dateParties; provided that, in which case on no later than event shall the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied orClosing take place prior to July 1, to the extent permissible by applicable Legal Requirements, waived2017. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Parties shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the Merger, in such form as is required byby the relevant provisions of the DGCL and the DRULPA, and executed shall make all other deliveries, filings or recordings required by the DGCL and acknowledged the DRULPA in accordance with, Section 251(h) of connection with the DGCLMerger. The Merger shall become effective upon at such time as the date and time Certificate of the filing of such certificate of merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date and or time as is agreed upon in writing by Parent and the parties hereto Company may agree and specified specify in the certificate Certificate of merger (such date and time, Merger. The time at which the Merger becomes effective is referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section Article 8, and unless otherwise mutually agreed in writing between by the Company, Parent Company and PurchaserParent, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m., Eastern Time, ▇▇▇▇▇ as soon as practicable following (but in any event on the same date as day as) the Offer Acceptance Time Time, except if (subject to Section 1.1(b)) any of the applicable conditions set forth in Section 7.1 or Section 7.2 Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived by as of such date, in which case case, on no later than the first business day (1st) Business Day on which the all applicable conditions set forth in Section 7.1 and Section 7.2 is Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The , (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as recordings required by, and executed and acknowledged in accordance with, Section 251(h) of under the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of the Company and Merger Sub, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ by exchange of electronic deliveries of documents and signatures at 8:00 a.m., Eastern Time10:00 a.m. local time, on a date to be specified by the same date as the Offer Acceptance Time except if (Company and Parent, subject to Section 1.1(b)) the satisfaction or, to the extent permitted by applicable Law and this Agreement, the waiver of the conditions set forth in Section 7.1 Article 6 by the Parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or Section 7.2 shall not waiver of the last to be satisfied or waived of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw and this Agreement, waived waiver of such conditions), unless another time, date or place is agreed to in writing by such date, in which case on no later than the first business day on which Parties (the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). Subject to the provisions of this Agreement, as soon as practicable on prior to the Closing Date, Parent and the Company shall prepare, and Purchaser concurrently with the Closing, the Company shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to for filing, an appropriate certificate of merger satisfying the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) applicable requirements of the DGCL, duly executed by the Company in accordance with the applicable requirements of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the date and at the time the Certificate of the filing of such certificate of merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate Certificate of merger Merger (such date and timetime the Merger becomes effective, the “Effective Time”).

Closing; Effective Time. The closing (athe ----------------------- "Closing") Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Th▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ & Mi▇▇▇▇▇▇, ▇▇▇St. Lo▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, Missouri promptly after the satisfaction or waiver of all conditions to the Merger on a date to be fixed by Magna (the "Closing Date") on the same date last Business Day (as hereinafter defined ) of a calendar month in which the Offer Acceptance Time except if last of the following events occurs: (subject to Section 1.1(b)i) the conditions receipt of the requisite approval of the Plan of Merger by the shareholders of River Bend as set forth in Section 7.1 5.02 hereof and (ii) the receipt of the approvals of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and the Illinois Commissioner of Banks and Trust Companies (the "Illinois Commissioner"), and the expiration of any waiting period after such approvals required by law or Section 7.2 regulation, or such later date as may be agreed to by the parties in writing. At the Closing the parties shall not be satisfied or, each deliver to the extent permissible by applicable Legal Requirements, waived by other such date, in which case on no later than evidence of the first business day on which satisfaction of the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedMerger as may reasonably be required (including materials required to be delivered under Article VIII). The date on which Prior to the Closing occurs is referred to in this Agreement as Date, the “Closing Date.” (b) Subject parties shall each execute Articles of Merger with respect to the provisions Plan of this AgreementMerger and Magna shall cause such Articles of Merger to be delivered, as soon as practicable on the Closing Date, for filing with the Company and Purchaser shall file or cause to be filed a certificate Office of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLIllinois. The Merger shall become be effective upon on the date and at the time of (the filing of such certificate of merger with "Effective Time") that the Secretary of State of the State of Delaware or such later date and time as Illinois issues the Certificate of Merger in accordance with the provisions of the Illinois Statute. For purposes of this Agreement, "Business Day" shall mean any day that the Office of the Secretary of State of the State of Illinois is agreed upon in writing by the parties hereto and specified in the certificate open for receipt of merger (such date and time, the “Effective Time”)official corporate filings.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 8‎9.1, and unless otherwise mutually agreed subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in writing between the CompanySections ‎6, Parent ‎7 and Purchaser‎8, the consummation of the Merger (the “Closing”) shall take place at remotely as promptly as practicable (but in no event later than the offices second Business Day following the satisfaction or waiver by such party entitled to waive such condition of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Sections ‎6, ‎7 and ‎8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions), waived by or at such dateother time, date and place as Parent and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as ” As soon as practicable after the determination of the Closing Date in accordance with this Section ‎1.3, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”), a notice of the proposed date of the Closing, in which notice the parties shall request that the Companies Registrar issue a certificate evidencing the Merger in accordance with Section 323(5) of the Companies Law (the “Certificate of Merger”) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time issuance by the Companies Registrar of the filing Certificate of such certificate of merger Merger in accordance with the Secretary of State Section 323(5) of the State of Delaware or such later date and Companies Law (the time at which the Merger becomes effective is referred to herein as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanySection 6, Parent Section 7 and PurchaserSection 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at remotely via the offices exchange of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, electronic signature pages on the same date as second Business Day following the Offer Acceptance Time except if (subject satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or 6, Section 7.2 shall not 7 and Section 8 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions), waived by or at such dateother time, date and place as SSMP and the Company may mutually agree in which case on no later than the first business day on which writing; provided that if all the conditions set forth in Section 7.1 6, Section 7 and Section 7.2 is 8 shall not have been satisfied oror waived on such second Business Day, to then the extent permissible by applicable Legal RequirementsClosing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived but no later than either the End Date or the Extended End Date, waivedas applicable. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties shall file or cause the Merger to be filed a certificate of merger consummated by executing and filing with the Secretary of State of the State of Delaware California a certificate of merger with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) mutually agreeable to the Parties hereto (the “Certificate of the DGCLMerger”). The Merger shall become effective upon at the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware California, or at such later date and time as is agreed upon in writing by the parties hereto and may be specified in such Certificate of Merger with the certificate consent of merger SSMP and the Company (such date and time, the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Company and Parent (on its behalf and Purchaseron behalf of Merger Sub), the consummation of the Merger (the “Closing”) shall take place at by means of a virtual closing via the offices electronic exchange of ▇▇▇▇▇▇ LLPdocuments and signatures by the Parties as soon as practicable (and in no event later than five (5) business days) following the satisfaction or, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇to the extent permitted by applicable Legal Requirements, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on waiver (by the same date as Party or Parties entitled to the Offer Acceptance Time except if (subject to Section 1.1(b)benefits thereof) of the conditions set forth in Section 7.1 or Section 7.2 shall not 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal Requirements, waived waiver of such conditions at the Closing by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, Party or Parties entitled to the extent permissible by applicable Legal Requirements, waivedbenefits thereof). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, (i) the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware (the “Secretary of State”) with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCLDGCL (the “Certificate of Merger”), and (ii) the Parties shall make all other filings, recordings or publications and take any such other actions required under the DGCL to effectuate the Merger. The Merger shall become effective upon the date and time of the filing of such certificate that Certificate of merger Merger with the Secretary of State of or, to the State of Delaware or extent permitted by applicable Legal Requirements, at such later date and time as is agreed upon in writing by Parent (on its behalf and on behalf of Merger Sub) and the parties hereto Company prior to the filing of the Certificate of Merger and specified in the certificate Certificate of merger Merger (such date and timetime at which the Merger becomes effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place at the offices of Fenwick & West LLP, 8▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m.▇▇▇▇▇ (or remotely via the electronic exchange of documents), Eastern Timeas promptly as practicable, but in any event no later than the third Business Day after the date on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) which all the conditions set forth in Section 7.1 Article V are satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied oror waived (if permitted hereunder) at the Closing, but subject to the extent permissible satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, date and time as agreed by applicable Legal Requirements, waived by such date, in which case on no later than Parent and the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject ” Under the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon at the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon in writing by Parent and the parties hereto Company and specified in the certificate Certificate of merger Merger (such date and time, the time at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇King & Spalding LLP, ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at 8:00 a.m.10:00 a.m. (Atlanta Time) on a date to be designated by Parent, Eastern Time, on which shall be no later than the same date as later to occur of (i) the Offer Acceptance Time except if (subject fifth Business Day after the satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later Sections 6 and 7 (other than the first business day on which the those conditions set forth in Section 7.1 Sections 6.6(e), 6.6(f) and Section 7.2 is 7.4, which are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions) or (ii) March 15, waived2015 (provided, however, upon completion of the Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other time and/or date as Parent and the Company may jointly designate. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, ” Contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The Merger shall become effective upon the date and time as of the filing time that the Certificate of such certificate of merger Merger is filed with the Secretary of State of the State of Delaware or at such later date and or time as is may be agreed upon by the Company and Merger Sub in writing by the parties hereto and specified in the certificate Certificate of merger Merger in accordance with the DGCL (such date and time, the effective time of the Merger being hereinafter referred to as the “Effective Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Preferred Stock into Common Stock.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Four ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern Time, 10:00 a.m. Pacific Time on a date to be specified by the same date parties which shall be no later than two (2) Business Days after satisfaction (or waiver as the Offer Acceptance Time except if (subject to Section 1.1(b)provided herein) of the conditions set forth in Section 7.1 or Section 7.2 shall not Article IX (other than those conditions that by their nature will be satisfied or, at the Closing but subject to the extent permissible satisfaction or waiver of such conditions), unless another time, date and/or place is agreed to in writing by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties. The date on upon which the Closing occurs is herein referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the Company Company, Parent and Purchaser Merger Sub shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at such time as the date and time Certificate of the filing of such certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and or time as is may be agreed upon by the Company and Parent in writing by the parties hereto and specified in the certificate Certificate of merger Merger in accordance with the DGCL (such date and time, the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 8:00 10:00 a.m., Eastern TimeNew York time, on the same date as fifth business day following the Offer Acceptance Time except if satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof), but subject to Section 1.1(b)) the continued satisfaction or waiver at the Closing, of the conditions set forth in Article VII (other than (i) the condition set forth in Section 7.1 or Section 7.2 shall not 7.01(e) and (ii) those conditions that by their nature are to be satisfied at the Closing, but, in the case of each of clauses (i) and (ii), subject to the satisfaction (or, in the case of clause (ii), to the extent permissible permitted by applicable Legal RequirementsLaw, waived waiver by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, party entitled to the extent permissible by applicable Legal Requirementsbenefit thereof) of such conditions at the Closing), waivedor on such other date and at such other time and place as the parties may mutually agree. The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date”. In no event will the consummation of the Merger occur unless the Carve-Out Transaction has been consummated, and in no event will the consummation of the Carve-Out Transaction occur unless the Merger is consummated immediately thereafter.” (b) Subject Upon the terms and subject to the provisions of this Agreementconditions set forth herein, as soon as practicable on the Closing Date, the Company and Purchaser parties shall file or cause the Merger to be filed a certificate of merger consummated by filing with the Secretary of State of the State of Delaware with respect to a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) and containing such information as is required by, the applicable provisions of the DGCL. The Merger shall become effective upon at such time as the date and time Certificate of the filing of such certificate of merger Merger is filed with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is agreed upon in writing by Parent and the parties hereto Company shall agree and specified specify in the certificate Certificate of merger (such date and time, Merger. The time the Merger becomes effective is referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at at, or be directed from, the offices of Hunton & ▇▇▇▇▇▇▇▇ LLP, Bank of America Plaza, Suite 4100, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 8:00 10:00 a.m., Eastern TimeNew York time, on the same date as third Business Day following the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall not Article V (other than conditions which, by their nature, are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementswaiver or satisfaction of those conditions), waived by or at such dateother place, in which case on no later than time and date as the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties may agree. The “Closing Date” shall be the date on upon which the Closing occurs is referred to in this Agreement as the “Closing Dateoccurs.” (b) Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, MergerCo and the Company and Purchaser shall file or will cause to be filed a the appropriate certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware with respect to (the Merger, “Delaware Secretary of State”) in such form as required by, and executed and acknowledged as provided in accordance with, Section 251(h251(c) of the DGCL. The Merger shall will become effective upon at the date and time when the Certificate of the filing of such certificate of merger Merger has been duly filed with the Delaware Secretary of State of the State of Delaware State, or such later date and time as is agreed upon in writing by the parties hereto and may be specified in the certificate Certificate of merger Merger (such date and time, the “Effective Time”). (c) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall pay to the Company by wire transfer of immediately available funds a portion of the Cash Merger Consideration equal to the amount necessary to pay (based on the amounts set forth in a certificate delivered by the Company as provided in Section 1.3(e)) (i) all outstanding principal, interest and all other amounts due and payable at the Effective Time under, and to satisfy and discharge the obligations of the Company or New Edge Network, Inc. in respect of, the Credit Agreement and the Subordinated Loan Agreements (provided that such amount payable pursuant to this Section 1.3(c)(i) may be reduced by an amount equal to the cash and cash equivalents of the Company and its Subsidiaries immediately prior to the Closing, which cash and cash equivalents may be used by the Company and its Subsidiaries to repay its obligations with respect to the Investor Subordinated Loan Agreement or any Excess Debt) and (ii) the Company Transaction Expenses and, in each case, the Company promptly will take such steps as may be necessary to cause the satisfaction and discharge of all such obligations thereunder. Subject to the terms and conditions of this Agreement, at the Closing, Parent shall deposit with the Escrow Agent the Escrow Shares; provided, however, (x) at any time prior to the Closing Date, each holder of Common Stock and each holder of Vested Company Options may elect, by providing written notice to the Escrow Agent with a copy of such notice to Parent, to be entitled to receive any dividends or other distributions payable in respect of such holder’s proportionate share of the Escrow Shares, and to have the Representative, on behalf of such holder of Common Stock or Vested Company Options, vote such holder’s proportionate share of the Escrow Shares; further provided, however, for U.S. federal income tax purposes, each holder of Common Stock or Vested Company Options who so elects shall be deemed to receive from Parent, at the Closing, that number of shares of Parent Common Stock equal to such holder’s proportionate share of the Escrow Shares, and such holder of Common Stock or Vested Company Options shall be deemed to deposit with the Escrow Agent such shares of Parent Common Stock. (d) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall (i) deliver to the Paying Agent that number of shares of Parent Common Stock equal to the excess of the Stock Merger Consideration less the Escrow Shares and (ii) pay to the Paying Agent an amount in cash equal to the excess of (x) the Cash Merger Consideration over (y) the sum of (A) the amount in cash paid to the Company pursuant to Sections 1.3(c)(i) and (c)(ii), (B) the Tax Liability Reserve and (C) any Excess Debt (to the extent not repaid with cash or cash equivalents of the Company or its Subsidiaries), by wire transfer of immediately available funds, which shall be used (based on the certificate delivered by the Company as provided in Section 1.3(e)) as set forth in this Section 1.3(d). Immediately after the Effective Time, the Paying Agent shall deliver to each holder of Common Stock who has delivered to the Paying Agent a duly executed Letter of Transmittal and surrendered the applicable Certificate or Certificates (i) an aggregate amount in cash (by check or wire transfer of immediately available funds, in the discretion of the Paying Agent) equal to the product of the number of shares represented by such Certificate or Certificates and the Per Share Cash Consideration, without interest thereon, and (ii) shares of Parent Common Stock equal to the product of the number of shares represented by such Certificate or Certificates and the Per Share Stock Consideration; provided, however, no fraction of a share of Parent Common Stock will be issued, but in lieu thereof each holder of Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall receive from the Paying Agent an amount of cash (rounded to the nearest $0.01) equal to the product of (x) such fraction multiplied by (y) the Parent Common Stock Closing Price, without interest thereon. Parent will make available to the Paying Agent any cash necessary for this purpose. (e) In order to facilitate the payments contemplated by Sections 1.3(c) and 1.3(d), the Company will deliver to Parent and to MergerCo not less than three Business Days prior to the anticipated Closing Date a statement, certified by the chief financial officer of the Company, that will set forth: (1) the aggregate amount payable to each lender under the Credit Agreement and the Subordinated Loan Agreements pursuant to Section 1.3(c)(i), (2) the aggregate amount of any Excess Debt, (3) the Company Transaction Expenses and (4) the calculation of the Fully-Diluted Number. Parent shall be entitled to rely without investigation on the information set forth in such certificate in delivering the Cash Merger Consideration and the Stock Merger Consideration to the Paying Agent. Notwithstanding anything to the contrary in this Agreement, Parent shall not be obligated to deliver any portion of the Cash Merger Consideration or the Stock Merger Consideration to the Paying Agent unless and until the Company has delivered the certificate contemplated by this Section 1.3(e) to Parent. (f) Subject to the terms and conditions of this Agreement, at and in connection with the Closing: (i) each holder of an outstanding Certificate or Certificates that prior thereto represented shares of Common Stock will, in accordance with the procedures described in Section 1.10(c) and the applicable Letter of Transmittal, deliver to the Paying Agent, in exchange for the Per Share Merger Consideration, such Certificate or Certificates, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps, together with the wire transfer or other payment instructions with respect to each such payment; and (ii) the Surviving Corporation shall issue to Parent a stock certificate or certificates representing 1,000 shares of Surviving Corporation Common Stock in exchange for the certificate or certificates which formerly represented all outstanding shares of MergerCo Common Stock, which shall be canceled.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this agreement (the “Closing”) shall take place at the offices of Mikohn Gaming Corporation, 9▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m.10:00 a.m. on a date to be designated by Parent, Eastern Time, on which shall be no later than the same date as fifth business day after the Offer Acceptance Time except if (subject satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later Sections 6 and 7 (other than the first business day on which the conditions set forth in Section 7.1 Sections 6.6(c), 6.6(d), 6.6(e), 6.6(f), 7.5(a) and Section 7.2 is satisfied or7.5(b), but subject to the extent permissible by applicable Legal Requirements, waivedsatisfaction or waiver of each of such conditions). The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, a Certificate of Merger for Merger I, satisfying the applicable requirements of the DGCL (the “Certificate of Merger”), shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable on following the Closing DateClosing, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The Merger I shall become effective upon at the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon may be specified in writing such Certificate of Merger with the consent of Parent and Company (the time as of which Merger I becomes effective being referred to as the “Effective Time of Merger I”). Subject to the provisions of this Agreement, a Certificate of Merger for Merger II satisfying the applicable requirements of the DGCL and the LLC Act (the “Second Certificate of Merger”), shall be duly executed by Merger Sub II and concurrently with or as soon as practicable following the parties hereto Effective Time of Merger I, shall be filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the LLC Act (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be designated by Parent and specified in the certificate Second Certificate of merger (such date and time, Merger) being the “Effective TimeTime of Merger II”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 8‎9.1‎, and unless otherwise mutually agreed subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in writing between the CompanySections ‎6‎, Parent ‎7 and Purchaser‎‎8, the consummation of the Merger (the “Closing”) shall take place at remotely as promptly as practicable (but in no event later than the offices second Business Day following the satisfaction or waiver by such party entitled to waive such condition of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not in Sections ‎6‎,‎7 ‎and ‎‎8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions), waived by or at such dateother time, date and place as Parent and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as ” As soon as practicable after the determination of the Closing Date in accordance with this Section ‎‎1.3, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”), a notice of the proposed date of the Closing, in which notice the parties shall request that the Companies Registrar issue a certificate evidencing the Merger (the “Certificate of Merger”) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time issuance by the Companies Registrar of the filing Certificate of such certificate of merger with Merger (the Secretary of State of time at which the State of Delaware or such later date and time Merger becomes effective is referred to herein as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger shall both occur on the Closing Date.

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, 10:00 a.m. (New York time) on the same date as which is two (2) Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the first date on which all conditions set forth in Section 7.1 or Section 7.2 Article IX shall not be have been satisfied or, to the extent permissible by applicable Legal Requirementslegally permissible, waived (other than those conditions that by such datetheir terms are to be satisfied at the Closing, in which case on no later than but subject to the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied satisfaction or, to the extent permissible by applicable Legal Requirementslegally permissible, waivedwaiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions satisfaction or, to the extent legally permissible, waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the applicable provisions of the DGCLDLLCA. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of such certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the parties hereto and specified in the certificate of merger Merger Certificate (such date and time, the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur one (1) Business Day after the completion of the Domestication.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section Article 8, and unless otherwise mutually agreed in writing between by the Company, Parent Company and PurchaserParent, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m., Eastern Time, ▇▇▇▇▇ as soon as practicable following (but in any event on the same date as day as) the Offer Acceptance Time Time, except if (subject to Section 1.1(b)) any of the applicable conditions set forth in Section 7.1 or Section 7.2 Article 7 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived by as of such date, in which case case, on no later than the first business day (1st) Business Day on which the all applicable conditions set forth in Section 7.1 and Section 7.2 is Article 7 are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived. The waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as recordings required by, and executed and acknowledged in accordance with, Section 251(h) of under the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of the Company and Merger Sub, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement shall have has been previously terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserits terms, the consummation closing of the Merger transactions contemplated hereby (the “Closing”) shall take place as soon as practicable, but no later than two (2) business days, after the satisfaction or waiver of each of the conditions set forth in Section 7 hereof (excluding provisions that, by their nature, cannot be satisfied until the Closing Date), or at such other time as the parties hereto agree (the “Closing Date”). The Closing shall take place at the offices of DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at 8:00 a.m., Eastern Time, on the same date such other location as the Offer Acceptance Time except if parties hereto agree. In connection with the Closing, the parties hereto shall cause Merger I to be consummated by the filing of an Agreement of Merger for Merger I in substantially the form attached hereto as Exhibit A (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.Agreement of Merger” (b) Subject to the provisions of this Agreement), as soon as practicable on the Closing Datetogether with any required certificates, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware California, in accordance with respect the relevant provisions of the California Law (the time of such filing being the “Effective Time of Merger I”). Subject to the Mergerprovisions of this Agreement, in such form as required bya Certificate of Merger for Merger II, and executed and acknowledged in accordance with, Section 251(h) satisfying the applicable requirements of the DGCL. The DGCL and the California Law and in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”), shall be duly executed by Merger shall become effective upon Sub II and concurrently with or as soon as practicable following the date and time Effective Time of the filing of such certificate of merger Merger I filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the time of such filing with the Secretary of State of State of Delaware (or such later date and time as is may be agreed upon in writing by the parties hereto and specified in the certificate Certificate of merger (such date and timeMerger) being the “Effective Time of Merger II” and, together with Effective Time of Merger I, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall has been terminated and the transactions herein contemplated have been terminated abandoned pursuant to Section 87.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the Company, Parent and PurchaserArticle 6 of this Agreement, the consummation of the Merger (the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, at 8:00 a.m., Eastern Time, 10:00 a.m. on a date to be specified by the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) Parties which will be no later than three Business Days after satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall not Article 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each such conditions), waived by and, if at such datetime any dispute shall be pending pursuant to Section 1.12 regarding the determination of Net Cash, in which case on no later than the first business day on which third Business Day following the conditions set forth resolution of such dispute as provided in Section 7.1 1.12), or at such other time, date and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedplace as Parent and Company may mutually agree in writing. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on . On the Closing Date, the Company and Purchaser shall file or Parties will cause the Merger to be filed consummated by executing and filing a certificate Certificate of merger Merger in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged in accordance withwith the relevant provisions of, Section 251(h) of the DGCLDelaware Law. The Merger shall will become effective upon at the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the parties hereto and may be specified in such Certificate of Merger with the certificate consent of merger Parent and Company (such date and time, the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇ ▇▇▇▇▇, Eastern Timeor remotely via the electronic exchange of signatures if requested by either the Company or Parent, as soon as practicable following (but in any event on the same date as as) the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by as of such date, in which case on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ by exchange of electronic deliveries of documents and signatures at 8:00 a.m.10:00 a.m. local time, Eastern Time, on as soon as practicable following the same date as the Offer Acceptance Time except if (or at such other time and location as agreed upon by the Parties), subject to Section 1.1(b)) the satisfaction or, to the extent permitted by applicable Law and this Agreement, the waiver of the conditions set forth in Section 7.1 Article 7 by the Parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or Section 7.2 shall not waiver of the last to be satisfied or waived of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived waiver of such conditions), unless another time, date or place is agreed to in writing by such date, in which case on no later than the first business day on which Parties (the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). Subject to the provisions of this Agreement, as soon as practicable on prior to the Closing Date, Parent and the Company shall prepare, and Purchaser concurrently with the Closing, the Company shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to for filing, an appropriate certificate of merger satisfying the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) applicable requirements of the DGCL, duly executed by the Company in accordance with the applicable requirements of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the date and at the time the Certificate of the filing of such certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate Certificate of merger Merger (such date and timetime the Merger becomes effective, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaseraccordance with ARTICLE XIII, the consummation closing of the Acquisition Merger (the “Closing”) shall take place concurrently with the Reincorporation Merger at the offices of ▇▇▇▇▇▇ Loeb & Loeb LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 8:00 a.m., Eastern Time, 10:00 a.m. (New York time) on a date no later than five (5) Business Days after the same date as the Offer Acceptance Time except satisfaction or (if (subject to Section 1.1(b)permissible) waiver of all the conditions set forth in Section 7.1 or Section 7.2 shall not ARTICLE X (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to if permissible, waiver of those conditions), or at such other place and time as the extent permissible Company and the Purchaser Parties may mutually agree upon in writing. The parties may participate in the Closing via electronic means by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 mutual exchange of electronic signatures (including portable document format (.PDF) and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedVerisign). The date on which the Closing occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) . Subject to the provisions of this Agreement, at the Closing, the parties hereto shall execute a plan of merger (the “Plan of Merger”) in form and substance acceptable to the Merger Sub and the Company and the parties hereto shall cause the Acquisition Merger to be consummated by filing the Plan of Merger (and other documents required by Cayman Companies Act) with the Registrar of Companies in the Cayman Islands in accordance with the relevant provisions of Cayman Companies Act. The Acquisition Merger shall become effective at the time when it is registered by the Registrar of Companies (or such later time as soon as practicable on the Closing Date, may be agreed in writing by the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate Plan of merger Merger, being not more than the 90th day after the date of such registration) in accordance with the Cayman Companies Act (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇H▇▇▇▇ Lovells US LLP, ▇3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time▇▇▇▇▇, on the same date that is as soon as reasonably practicable, and in no event later than the Offer Acceptance Time except if (subject third business day following the day on which the last to Section 1.1(b)) be satisfied or waived of each of the conditions set forth in Section 7.1 or Section 7.2 shall not 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement, waived by or at such date, other place and/or on such other date as the Company and Parent may otherwise agree in which case on no later than writing (the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date”).” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed a certificate articles of merger with the Nevada Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCLNRS, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such certificate those articles of merger with the Nevada Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate articles of merger in accordance with the NRS (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLP▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, ▇▇▇▇▇▇in Irvine, ▇▇ CA, at 8:00 a.m.10:00 A.M., Eastern TimePacific time, on the same date as second Business Day following the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied satisfaction or, to the extent permissible permitted by applicable Legal Requirementslaw, waived waiver of all conditions to the obligations of the parties set forth in Article VIII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, subject to such datesatisfaction or waiver), or at such other place or at such other time or on such other date as Eclipsys and Premise may agree in which case on no later than the first business writing. The day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of Article IX, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 2.2 shall not in and of itself result in the termination of this Agreement and shall not relieve any party of any obligation under this Agreement, as . (b) As soon as practicable on the Closing Date, and immediately prior to the Company and Purchaser Closing, the parties shall file or cause to be filed a certificate of merger substantially in the form attached as Exhibit A (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(hDelaware. (c) of the DGCL. The Merger shall become effective upon the date and time filing of the filing Certificate of such certificate of merger Merger with the Secretary of State of the State of Delaware or at such later other time as Eclipsys and Premise shall agree and as shall be specified in the Certificate of Merger. The date and time that the Merger shall become effective is herein referred to as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been is terminated pursuant to in accordance with Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser9.1, the consummation closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern TimeLos Angeles time, (i) on the same date as second Business Day following the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived by such date, in which case on no later than waiver of all conditions to the first business day on which obligations of the conditions parties set forth in Section 7.1 and Section 7.2 is Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waivedwaiver of those conditions) that is the earlier of (A) any Business Day during the Marketing Period to be specified by Parent on no fewer than two Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Financing) and (B) two Business Days following the final day of the Marketing Period, or (ii) such other date and time mutually agreed to in writing by Parent and the Holder Representative. The date day on which the Closing occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, the Company and Purchaser parties shall file or cause to be filed a certificate of merger in form and substance reasonably satisfactory to the parties to be executed in accordance with the relevant provisions of the DLLCA and filed with the Secretary of State of the State of Delaware with respect to (the “Certificate of Merger, in such form as required by, and executed and acknowledged ”) in accordance with, Section 251(h) with the relevant provisions of the DGCLDLLCA. The Merger shall become effective upon the date and time filing of the filing Certificate of such certificate of merger Merger with the Secretary of State of the State of Delaware or at such later other time as Parent and the Holder Representative shall agree and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between Parent and the Company, Parent and Purchaser, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of CKR Law LLP, ▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ at 8:00 a.m., 10:00 a.m. (Eastern Time, ) as promptly as practicable (and in any event within two Business Days) following the day on which the same date as the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 herein. and Article VI shall not be satisfied oror waived in accordance with this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver of such date, in which case on no later than conditions at the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedClosing). The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, ” Contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, the Company and Purchaser shall file or cause to be filed a certificate of merger conforming to the requirements of the DGCL and substantially in the form of Exhibit B, attached and annexed hereto (the “Certificate of Merger”) shall be duly executed by the Company and (if required) Merger Sub and shall be filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The Merger shall become effective upon the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or such later other date and time as is agreed upon in writing by Parent and the parties hereto Company may mutually agree and specified include in the certificate Certificate of merger Merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger Transactions (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m., Eastern Time, 7:00 a.m. (local time) on the same date as which is two (2) Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the first date on which all conditions set forth in Section 7.1 Article IX shall have been satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver thereof) or such date, other time and place as Bright Lights and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on and provided this Agreement has not theretofore been terminated pursuant to its terms, Bright Lights and ParentCo shall cause the Closing Date, the Company and Purchaser shall file or cause ParentCo Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware in accordance with respect the applicable provisions of the DGCL. The merger of Bright Lights and ParentCo shall become effective at the time when the ParentCo Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Bright Lights and ParentCo in writing and specified in the ParentCo Merger Certificate (the “Effective Time”). Following the Effective Time but prior to the MergerThird Effective Time, the parties shall cause the Manscaped, Inc. Merger to be consummated by filing the Manscaped, Inc. Merger Certificate with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCLDGCL and mutually agreed by the parties (the “Second Effective Time”). The As soon as practicable following the Second Effective Time, the parties hereto shall cause the Third Merger shall become effective upon to be consummated by filing the Third Merger Certificate with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA and mutually agreed by the parties (the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware Third Merger Certificate (or such later date and time as is may be agreed upon in writing by each of the parties hereto and specified in the certificate of merger (such date and time, Third Merger Certificate) being the “Third Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanyArticles VI, Parent VII and PurchaserVIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m.▇▇▇▇▇, Eastern Time, on as promptly as practicable (but in no event later than the same date as second Business Day following the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the last of the conditions set forth in Section 7.1 or Section 7.2 shall not Articles VI, VII and VIII to be satisfied oror waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions), waived by or at such dateother time, date and place as Castle and the Company may mutually agree in which case on no later than the first business day on which writing, provided that if all the conditions set forth in Section 7.1 Articles VI, VII and Section 7.2 is VIII shall not have been satisfied oror waived on such second Business Day, to then the extent permissible by applicable Legal Requirements, Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties shall file or cause the Merger to be filed a certificate of merger consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) satisfying the applicable requirements of the DGCLDGCL and in a form reasonably acceptable to Castle and the Company. The Merger shall become effective upon at the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the parties hereto and may be specified in such Certificate of Merger as mutually agreed between Castle and the certificate Company (the time as of merger (such date and time, which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇, Eastern Timeas soon as practicable, on but in no event later than the same date as second business day after the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions); provided, waived by however, that if the Marketing Period has not ended on or before such date, in which case on no later than the first second business day on which after such satisfaction or waiver of the conditions set forth in Section 7.1 and Section 7.2 is Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the extent permissible satisfaction or waiver of such conditions), th e parties shall not be required to consummate the Closing until the earlier of (i) any business day during the Marketing Period specified by applicable Legal Requirements, waivedParent on no less than three business days’ prior written notice to the Company and (ii) the final day of the Marketing Period (or the Closing may be consummated at such other place or on such other date as Parent and the Company may mutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date”.” (b) Subject to At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged filed in accordance with, Section 251(h) the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed upon in writing to by the parties hereto and specified in the certificate of merger (such date and timehereto, being hereinafter referred to as the “Effective Time”), and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place at the offices of G▇▇▇▇▇▇ Procter LLP, ▇1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 8:00 a.m., Eastern Time, on 9:00 a.m. local time as soon as practicable following the same date consummation (as defined in Section 251(h) of the DGCL) of the Offer Acceptance Time except if (the “Offer Closing”), subject to Section 1.1(b)) the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied orArticle 7 by the parties entitled thereto, to the extent permissible by applicable Legal Requirements, waived by such date, but in which case on any event no later than the first business day on which second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7.1 and Section 7.2 is Article 7 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived. The satisfaction or waiver of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). The parties shall use reasonable efforts to align the timing of the Offer Closing with the Closing Date. The parties intend that the Closing will be effected, to the extent practicable, by conference call, the electronic delivery of documents, and, if requested by a party, the prior physical exchange of certain other documents and instruments to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause delivered to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLfor filing. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Sub, all as provided in the DGCL.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 810.1, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanySections 7, Parent 8 and Purchaser9, the consummation of the Merger (the “Closing”) shall take place at remotely, as promptly as practicable (but in no event later than the offices second (2nd) Business Day following the satisfaction or waiver of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Sections 7, 8 and 9, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions), waived by or at such dateother time, date and place as Insight and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject The Parties shall cause the First Merger to be consummated and become effective under the provisions CICA by executing and filing with the Registrar of this AgreementCompanies a plan of merger, in substantially the form attached hereto as soon Exhibit J (the “First Plan of Merger”) and other documents as practicable on requested under Section 233(9) of the Closing DateCICA and making any other filings, recordings or publication required to be made by the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the MergerMerger Sub I, in such form forms as are required by, and executed and acknowledged in accordance with, with the applicable provisions of the CICA including under Section 251(h233(9) of the DGCLCICA. The Parties shall request that the Registrar of Companies to issue a certificate evidencing the effectiveness of the First Merger in accordance with Section 233(12) of the CICA on the date specified in the First Plan of Merger. The First Merger shall become effective upon on the date and time the First Plan of Merger is registered by the filing Registrar of such certificate of merger with the Secretary of State of the State of Delaware Companies or at such later date and time as is agreed upon in writing by the parties hereto and may be specified in the certificate First Plan of merger Merger in accordance with the CICA and with the consent of Insight and the Company (such date and time, the time as of which the First Merger becomes effective being referred to as the “First Effective Time”). (c) Immediately following the First Effective Time and as part of the same overall transaction, the First Surviving Company and Merger Sub II shall duly execute and cause to be filed with the Registrar of Companies a plan of merger, in substantially the form attached hereto as Exhibit H (the “Second Plan of Merger”), and other documents as requested under Section 233(9) of the CICA and making any other filings, recordings or publication required to be made by the First Surviving Company or Merger Sub II, in such forms as are required by, and executed in accordance with the applicable provisions of the CICA including under Section 233(9) of the CICA. The Parties shall request that the Registrar of Companies issue a certificate evidencing the effectiveness of the Second Merger in accordance with Section 233(12) of the CICA on the date specified in the Second Plan of Merger. The Second Merger shall become effective on the date the Second Plan of Merger is registered by the Registrar of Companies or at such later date as may be specified in the Second Plan of Merger in accordance with the CICA and with the consent of Insight and the Company (the “Second Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Washington, D.C. time, on the second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions) at the Washington, D.C. offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ unless another date, time or place is agreed to in writing by Parent and the Company. Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at 8:00 a.m., Eastern Time, on the same date as time of the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall not Article VIII (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the fulfillment or waiver of those conditions), then the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two Business Days’ prior notice to the Company and (b) the 10th Business Day after the final day of the Marketing Period (provided that, (i) if the Marketing Period ends before the Outside Date, but such 10th Business Day would fall after the Outside Date, then the Closing shall occur on the Outside Date, and (ii) if specified by Parent on no less than two Business Days’ prior notice to the Company, the Closing shall occur on any day during such 10 Business Day period that is prior to the Outside Date) (subject, in either case, to the extent permissible by applicable Legal Requirements, waived by continued satisfaction or waiver of such conditions on such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, the Company and Purchaser parties shall file or cause to be filed a certificate of merger to be filed with the Secretary of State of Delaware (the State “Certificate of Delaware with respect to the Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger shall become effective upon the date and time filing of the filing Certificate of such certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and other time as is agreed upon in writing by the parties hereto shall agree and as shall be specified in the certificate Certificate of merger (such date and time, Merger. The time when the Merger shall become effective is referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Eastern time, as soon as practicable (and, in any event, within three Business Days) following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇, Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such unless another date, time or place is agreed to in which case on no later than writing by Parent and the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject . Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Acquisition Sub and the Company shall (i) duly execute and Purchaser shall file or cause to be filed (A) articles of merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) in accordance with the Laws of the State of Maryland and (B) a certificate of merger with the Secretary of State of the State of Delaware in accordance with respect to the Laws of the State of Delaware (the “Certificate of Merger,” and together with the Articles of Merger, in such form as the “Merger Certificates”) and (ii) make any other filings, recordings or publications required by, to be made by the Company or Acquisition Sub under the MGCL and executed and acknowledged in accordance with, Section 251(h) of the DGCLDLLCA. The Merger shall become effective upon on the date and time of at which the filing of such certificate of merger with Merger Certificates have been filed with, and accepted for record by, the SDAT and the Secretary of State of the State of Delaware or at such later other date and time as is agreed upon in writing by between the parties hereto Parties and specified in the certificate Merger Certificates, which shall not be more than five Business Days after the date of merger filing (such date and time, time being hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ LLP, & F▇▇▇ LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ at 8:00 a.m.▇▇▇▇, Eastern Time▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the same date as soon as practicable following the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by as of such date, in which case the Closing shall take place on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL, and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of such that certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless Subject to the terms and conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place at the offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Par▇, ▇▇▇ Y▇▇▇, New ▇▇▇k 1003▇ ▇▇▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇:▇▇ ▇.▇. (▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern stern Time, ) on the same date as which is three (3) Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the date on which all conditions set forth in Section 7.1 Article 8 of this Agreement shall have been satisfied or Section 7.2 shall not be satisfied or, waived (to the extent permissible legally permissible) by applicable Legal Requirementsthe appropriate party (other than those conditions that by their terms are to be satisfied at the Closing, waived by such date, in which case on no later than but subject to the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, satisfaction or waiver (to the extent permissible by applicable Legal Requirements, waivedlegally permissible) of those conditions) or such other time and place as Acquiror and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions satisfaction or waiver (to the extent legally permissible) by the appropriate party of all of the conditions set forth in Article 8 of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Company and Purchaser shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to (the Merger“Delaware Secretary of State”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCLDLLCA. The Merger shall become effective upon at such time as the date and time Certificate of the filing of such certificate of merger Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date and or time as is agreed upon Parent and the Company shall agree in writing by the parties hereto and specified shall specify in the certificate Certificate of merger Merger (such date and time, the time the Merger becomes effective being referred to as the “Effective Time”); provided, that, notwithstanding the Effective Time set forth in the Certificate of Merger or the time the Closing occurs on the Closing Date, for tax and accounting purposes relating to business operations (but not the items described in Section 7.2(e)), the Closing shall be deemed to have occurred at 12:01 a.m. (prevailing Eastern Time) on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed the satisfaction or waiver of all of the conditions to Closing contained in writing between the Company, Parent and PurchaserArticle VI, the consummation closing of the Merger (the “Closing”) ), shall take place at the offices of ▇W▇▇▇▇▇ and D▇▇▇ LLP, ▇4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as soon as practicable (but not later than 5 Business Days) after the satisfaction or waiver of the conditions to Closing contained in Article VI (other than those conditions that by their nature are to be satisfied at 8:00 a.m.the Closing, Eastern Time, on the same date as the Offer Acceptance Time except if (but subject to Section 1.1(bthe fulfillment or waiver of those conditions)) , unless another date or place is agreed to in writing by the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedparties hereto. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as ” As soon as is practicable on after the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed a certificate of merger with consummated by (i) delivering to the Secretary of State of the State of Delaware with respect to New York a certificate of merger (the “New York Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(hthe relevant provisions of the NYBCL and (ii) delivering to the Secretary of State of the State of Delaware a certificate of merger (the “Delaware Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon as of the date and at such time (the “Effective Time”) as the New York Certificate of the filing of such certificate of merger Merger is filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by New York with respect to the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”)Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m.▇▇▇▇▇ (or remotely via the electronic exchange of documents), Eastern Timeas promptly as practicable, on but in any event no later than the same date as third Business Day after the Offer Acceptance Time except if satisfaction or waiver (subject to Section 1.1(b)the extent permitted hereunder) of the last of the conditions set forth in Section 7.1 Article V to be so satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied oror waived (if permitted hereunder) at the Closing, but subject to the extent permissible satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, date and time as agreed by applicable Legal RequirementsParent and the Company; provided that, waived by such datenotwithstanding the forgoing, in which case on no later than if the first business day on which Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Section 7.1 Article V (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), the Closing shall occur instead on the earlier of (a) the third Business Day immediately following the final day of the Marketing Period and Section 7.2 is satisfied or(b) any Business Day during the Marketing Period as may be specified by Parent on no less than three Business Days’ prior written notice to the Company (subject, in the case of each of clause (a) and (b), to the satisfaction or waiver (to the extent permissible permitted under applicable Law) of all of the conditions set forth in Article V, except for any conditions that by applicable Legal Requirementstheir terms are to be satisfied or waived (if permitted hereunder) at the Closing, waivedbut subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing). The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject ” Under the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware concurrently with, or as soon as practicable following, the Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in connection with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon at the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is may be agreed upon in writing by Parent and the parties hereto Company and specified in the certificate Certificate of merger Merger (such date and time, the time at which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇King & Spalding LLP, ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at 8:00 a.m.10:00 a.m. (Atlanta Time) on a date to be designated by Parent, Eastern Time, on which shall be no later than the same date as later to occur of (i) the Offer Acceptance Time except if (subject fifth Business Day after the satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later Sections 6 and 7 (other than the first business day on which the those conditions set forth in Section 7.1 Sections 6.6(e), 6.6(f) and Section 7.2 is 7.4, which are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions) or (ii) May 31, waived2015 (provided, however, upon completion of the Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other time and/or date as Parent and the Company may jointly designate. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, ” Contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The Merger shall become effective upon the date and time as of the filing time that the Certificate of such certificate of merger Merger is filed with the Secretary of State of the State of Delaware or at such later date and or time as is may be agreed upon by the Company and Merger Sub in writing by the parties hereto and specified in the certificate Certificate of merger Merger in accordance with the DGCL (such date and time, the effective time of the Merger being hereinafter referred to as the “Effective Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Preferred Stock into Common Stock.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 10:00 a.m., Eastern TimeLos Angeles time, on the second Business Day following, or at the discretion of Parent, the same date as Business Day as, the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived by such date, in which case on no later than waiver of all conditions to the first business day on which obligations of the conditions parties set forth in Section 7.1 and Section 7.2 is Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waivedwaiver of those conditions), or at such other place or at such other time or on such other date as the parties mutually may agree in writing; provided, however, that if the Closing would otherwise occur during the third month of any fiscal quarter of Parent, then notwithstanding anything herein to the contrary, at Parent’s option, the Closing may be delayed until the first Business Day of Parent’s next fiscal quarter. The date day on which the Closing occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, the Company and Purchaser parties (other than the Holder Representative) shall file or cause to be filed a certificate of merger substantially in the form attached as Exhibit G hereto to be executed and filed with the Secretary of State of the State of Delaware with respect to (the “Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger shall become effective upon the date and time filing of the filing Certificate of such certificate of merger Merger with the Secretary of State of the State of Delaware or at such later other time as the parties shall agree and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at be conducted remotely via the offices electronic exchange of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on documents and signatures no later than five (5) Business Days after the same date as satisfaction or waiver of the Offer Acceptance Time except if (subject last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Article VI (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible satisfaction or waiver of such conditions) or on such other date and time as mutually agreed upon by applicable Legal Requirements, waived by such date, in which case on no later than Parent and the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany. The date on which the Closing occurs is held is herein referred to in this Agreement as the “Closing Date.” (b) Subject On the Closing Date and subject to the provisions terms of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or (i) execute a certificate of merger in a form mutually acceptable to Parent and the Company (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the time as of which the Merger becomes effective being referred to as the “Effective Time”). (c) Immediately following the Effective Time, Parent shall cause the Subsequent Merger to be filed consummated by filing a certificate of merger with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as is required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL. The DGCL and the DLLCA, and the Subsequent Merger shall become effective upon the date and time of the such filing of such certificate of merger with the Secretary of State of the State of Delaware Delaware. (d) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company: (i) except as provided in clauses “(iii)” and “(iv)” below, each share of Company Common Stock (after giving effect to the Preferred Stock Conversion) outstanding immediately prior to the Effective Time that is not a Dissenting Share shall be converted into the right to receive the Closing Common Per Share Merger Consideration and the Additional Per Share Merger Consideration, if any, and such later date share of Company Common Stock after such conversion shall automatically be canceled and time retired and shall cease to exist; (ii) each share of the common stock, $0.01 par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, $0.01 par value, of the Initial Surviving Corporation and such shares, as is agreed upon in writing converted, shall constitute the only outstanding shares of capital stock of the Initial Surviving Corporation; (iii) each share of Company Capital Stock held by the parties hereto and specified Company (or held in the certificate Company’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; and (iv) each share of merger (such date and timeCompany Capital Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the “Effective Time”), shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (e) At the effective time of the Subsequent Merger, by virtue of the Subsequent Merger and without any further action on the part of the Initial Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Initial Surviving Corporation, Parent or Sister Subsidiary, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the effective time of the Subsequent Merger shall continue as one limited liability company interest of the Final Surviving Entity, which shall constitute the only outstanding equity of the Final Surviving Entity. At the effective time of the Subsequent Merger, any other equity of the Sister Subsidiary shall automatically be canceled and retired and shall cease to be outstanding, and no consideration shall be delivered or deliverable in exchange therefor.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between among the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as soon as practicable following the Offer Acceptance Time except if (subject to Section 1.1(b)) unless the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived by as of such date, in which case on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible by applicable Legal RequirementsLaw, waived, unless another date or place is agreed to in writing by the Company, Parent and Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”” The Closing shall take place remotely by the exchange of required deliveries of each of the Parties, and the Parties shall not be required to be in attendance at the same physical location on the Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or (i) cause articles of merger (the “Articles of Merger”) to be duly executed, filed a certificate of merger with the Secretary of State of and accepted for record by the State Department of Delaware with respect to Assessments and Taxation of Maryland (the Merger“SDAT”), in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCLMGCL and the MLLCA, and (ii) take all such further action, including the making of any other filings, recordings or publications required to be made by the Company or Purchaser under the MGCL, the MLLCA and any other applicable Law to make the Merger effective. The Merger shall become effective upon the date and time as such Articles of Merger are accepted for record by the filing of such certificate of merger with the Secretary of State of the State of Delaware SDAT or on such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate Articles of merger M▇▇▇▇▇ (not to exceed thirty (30) days after the Articles of M▇▇▇▇▇ are accepted for record by the SDAT) (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger (the “Closing”) shall take place at the offices of Husch ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 8:00 a.m.10:00 A.M., Eastern Timecentral time, on the same date as the Offer Acceptance Time except if later of (subject to Section 1.1(b)i) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied third (3rd) Business Day following the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by such datetheir terms, in which case only be satisfied at the Closing or on the Closing Date), and (ii) the third (3rd) Business Day after the final day of the Marketing Period (or any earlier Business Day during the Marketing Period as may be specified by the Buyer on no later less than three (3) Business Days’ notice to the first business Company (it being understood that Closing during the Marketing Period shall be conditioned upon the simultaneous completion of the Debt Financing)), or at such other place or at such other time or on such other date as the parties mutually may agree in writing. The day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to Immediately following the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Buyer and the Company and Purchaser shall file or cause to be filed a certificate of merger substantially in the form attached as Exhibit H (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged Michigan in accordance with, Section 251(h) with the relevant provisions of Michigan Law and shall cause an amended and restated Articles of Incorporation for the Company to be filed in substantially the form of the DGCLArticles of Incorporation of Merger Sub as of the Closing Date. The Merger shall become effective upon when the date and time Certificate of the filing of such certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware Michigan or at such later other subsequent date or time as Buyer and the Company shall agree and as shall be specified in the Certificate of Merger in accordance with Michigan Law. The date and time when the Merger shall become effective is herein referred to as is agreed upon in writing by the parties hereto and specified in the certificate of merger (such date and time, the “Effective Time.”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserMerger Sub, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLPDLA Piper LLP (US), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m.▇▇▇▇▇-▇▇▇▇, Eastern Timeas soon as practicable following (i) the satisfaction of the requirements of Section 23B.11.030(9)(f) of the WBCA and the applicable provisions of the DGCL, on the same date as and (ii) the Offer Acceptance Time Time, except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by as of such date, in which case on no later than the first business day Business Day on which the all conditions set forth in Section 7.1 and Section 7.2 is are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or place is agreed to in writing by the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser Merger Sub shall file or cause to be filed (i) articles of merger with the Secretary of State of the State of Washington with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the WBCA (the “Washington Articles of Merger”) and (ii) a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCLDGCL (the “Delaware Certificate of Merger” and, together with the Washington Articles of Merger, the “Certificates of Merger”), and the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time later of the filing time in which: (i) the Delaware Certificate of such certificate of merger with ▇▇▇▇▇▇ is filed and accepted by the Secretary of State of the State of Delaware Delaware; and (ii) the Washington Articles of ▇▇▇▇▇▇ are filed and accepted by the Secretary of State of the State of Washington, or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate Certificates of merger Merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 87, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Timeremotely as promptly as reasonably practicable, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) Time, following the conditions set forth in Section 7.1 satisfaction or Section 7.2 shall not be satisfied orwaiver, to the extent permissible by applicable Legal Requirements, of the last to be satisfied or waived by such date, in which case on no later than the first business day on which of the conditions set forth in Section 7.1 and Section 7.2 is 6 (other than any such conditions that by their nature are to be satisfied orby actions taken at the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements) of such conditions), waivedunless another date, time or place is agreed to in writing by the Parties. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file file, or cause to be filed filed, a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of with the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties Parties hereto and specified in the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless Subject to the terms and conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, commencing at 8:00 a.m., Eastern Time, 10:00 a.m. on the same date as which is three Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the date on which all conditions set forth in Section 7.1 Article IX shall have been satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver thereof) or such date, in which case on no later than other time and place as Acquiror and the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedCompany may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, Acquiror, LLC Sub, Merger Sub and the Company and Purchaser shall file or cause the First Certificate of Merger to be executed, acknowledged and filed a certificate with each of merger the Secretary of State of the State of New York as provided in Section 904 of the NYBCL and the Secretary of State of the State of Delaware as provided in Sections 251 and 103 of the DGCL, and subsequently thereto, Acquiror, LLC Sub and the Interim Corporation shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger, as provided in such form as required by, and executed and acknowledged in accordance with, Section 251(h18-209(c) of the DGCLDE LLC Act. The Initial Merger shall become effective upon at the date and time when the First Certificate of the filing of such certificate of merger Merger has been duly filed with the Secretary of State of the State of Delaware or such later date New York, and time as is agreed upon in writing by the parties hereto and specified in Subsequent Merger shall become effective at the certificate of merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8Article 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at the offices remotely by exchange of ▇▇▇▇▇▇ LLPdocuments, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, as soon as practicable following (but in any event on the same date as as) the Offer Acceptance Time except if (Time, subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waived by such datethe waiver of, in which case on no later than the first business day on which the all conditions set forth in Section 7.1 and Section 7.2 is Article 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible permitted by applicable Legal RequirementsLaw, waivedwaiver of such conditions), or at such other time, place or location as the Parties may agree in writing. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the applicable provisions of the DGCL. The Merger shall become effective upon the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto Parties and specified in the certificate of merger (such date and time, the “Effective Time”). (c) At the Effective Time, Purchaser shall be merged with and into the Company in accordance with the DGCL, including Section 251(h) thereof, whereupon the separate existence of Purchaser shall cease, and the Company shall be the surviving corporation in the Merger and shall become a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ LLPMintz, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Levin, ▇▇▇▇▇▇Cohn, ▇▇ Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA at 8:00 a.m.10:00 a.m. (Eastern time) on a date to be mutually agreed to by Parent and the Company, Eastern Time, on which date shall be no later than the same date as third (3rd) Business Day after the Offer Acceptance Time except if (subject satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Sections 7 and 8 (other than those conditions which are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver of such date, conditions) or at such other time and/or date as Parent and the Company may jointly designate in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, ” Contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be executed and filed with the Secretary of State of the State of Delaware and shall make all other filings or recordings required under the DGCL in connection with respect to the consummation of the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCL. The Merger shall become effective upon the date and time as of the filing time that the Certificate of such certificate of merger Merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later date and or time as is may be agreed upon by the Company and Parent in writing by the parties hereto and specified in the certificate Certificate of merger Merger in accordance with the DGCL (such date and time, the effective time of the Merger being hereinafter referred to as the “Effective Time”). (b) At or prior to the Closing, the Company shall deliver the following agreements and documents to Parent: (i) evidence in form and substance reasonably satisfactory to Parent that (A) this Agreement has been duly adopted and approved by the Required Merger Stockholder Vote, and such adoption and approval has not been withdrawn, rescinded or otherwise revoked; and (B) the number of shares of Company Capital Stock that constitute (or that are eligible to become as a result of such holder’s delivery of a written demand for appraisal in accordance with Section 262 of the DGCL) Dissenting Shares shall be less than five percent (5%) of the Company Capital Stock outstanding immediately prior to the Closing; (ii) Joinder Agreements duly executed by Effective Time Holders holding together at least 73% of the outstanding Company Capital Stock; (iii) the Company Closing Certificate; (iv) a certificate, in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief executive officer of the Company, containing the following information as of the Closing (such spreadsheet and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate”): (1) the Company’s good faith estimates of the Closing Net Indebtedness Amount (the “Estimated Closing Net Indebtedness Amount”), the aggregate amount of all Company Transaction Expenses and the Net Working Capital Amount (the “Estimated Net Working Capital Amount”) (including a reasonably detailed description of each component thereof) and, based upon such estimates, the Company’s calculation of the Purchase Price, which calculation will, if applicable, reflect the difference between the Estimated Net Working Capital Amount and the Targeted Net Working Capital Amount; (2) the Merger Consideration payable to each Effective Time Holder; (3) the Pro Rata Share of each Effective Time Holder;

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation The closing of the Merger transactions contemplated hereby (the “Closing”) shall take place be held at the offices of L▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ PC, 6▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇Roseland, ▇▇ New Jersey 07068 or such other place as the parties may agree, as soon as practicable (but in any event within five Business Days) following the date upon which all conditions set forth in Article VII hereof have been satisfied or waived, or at 8:00 a.m., Eastern Time, on the same such other date as the Offer Acceptance Time except if (subject to Section 1.1(b)) NeoStem and Amorcyte may agree, provided that the conditions set forth in Section 7.1 Article VII have been satisfied or Section 7.2 shall not be satisfied or, waived at or prior to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waived. The date on which the Closing occurs takes place is referred to in this Agreement herein as the “Closing Date.”” For all tax purposes, the Closing shall be effective at the end of the day on the Closing Date. (b) Subject to At the provisions of this AgreementClosing, as soon as practicable on Subco and Amorcyte shall cause the Closing Date, the Company and Purchaser shall file or cause First Merger to be filed consummated by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware with respect to the Merger, in such form as is required byby Section 251 of the DGCL, and executed and acknowledged filed in accordance with, Section 251(h) with the relevant provisions of the DGCL. The Merger shall become effective upon the date and time of the filing acceptance of such filing by the Secretary of State of the State of Delaware, or such later time as shall be agreed upon by NeoStem and Amorcyte and specified in the First Certificate of Merger, is referred to herein as the “First Effective Time”. (c) Within ninety (90) days after the First Effective Time, Amorcyte and Subco II shall cause the Second Merger to be consummated by filing a certificate of merger (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as is required by Section 251 of the DGCL and Section 18-209 of the DLLCA, and executed and filed in accordance with the relevant provisions of the DGCL and the DLLCA. The time of acceptance of such filing by the Secretary of State of the State of Delaware, or such later date and time as is shall be agreed upon in writing by the parties hereto Amorcyte and Subco II and specified in the certificate Second Certificate of merger (such date and timeMerger, is referred to herein as the “Second Effective Time”).

Closing; Effective Time. (a) Unless this Agreement the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser8.1, the consummation closing of the Merger Mergers and the other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., Eastern time, at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇500 Boylston Street, 14th Floor, Boston, Massachusetts, on a date and time to be designated jointly by ▇▇▇▇▇▇▇ and NetScout, which shall be no later than the second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other date, time or place as NetScout and ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, on the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived by such date, in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedmay mutually agree. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and the DLLCA shall be duly executed by Newco and concurrently with or as soon as practicable on following the Closing Date, the Company and Purchaser shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) of the DGCLDelaware. The First Merger shall become effective upon at the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing may be designated jointly by the parties hereto ▇▇▇▇▇▇▇ and NetScout and specified in the such certificate of merger (such date and time, the time as of which the First Merger becomes effective being referred to as the “Effective Time”). Subject to the provisions of this Agreement, a second certificate of merger satisfying the applicable requirements of the DLLCA shall be duly executed by Merger Sub II and as soon as practicable following the Effective Time shall be filed with the Secretary of State of the State of Delaware. The Second Merger shall become effective at the time of filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be designated by ▇▇▇▇▇▇▇ and NetScout and specified in such certificate of merger (the time as of which the Second Merger becomes effective being referred to as the “Second Merger Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant Subject to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaserprovisions of Article VII, the consummation closing of the Merger (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ at 8:00 a.m.▇▇▇▇, Eastern Time, on as soon as reasonably practicable after the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) satisfaction or waiver of the conditions set forth in Section 7.1 or Section 7.2 shall Article VII (excluding conditions that, by their terms, cannot be satisfied oruntil the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of such conditions at the Closing); provided, waived by such datehowever, in which case on no later than that notwithstanding the first business day on which satisfaction or waiver of the conditions set forth in Section 7.1 and Section 7.2 is satisfied orArticle VII, the parties shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days' notice to the extent permissible by applicable Legal RequirementsCompany and (b) the final day of the Marketing Period; and provided further, waivedhowever, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (or the Closing may be consummated at such other place or on such other date as Parent and the Company may mutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “"Closing Date.” (b) Subject to ". At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser parties hereto shall file or cause the Merger to be filed consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware with respect to the MergerDelaware, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware Delaware, or such later date and time as is specified in the Certificate of Merger and as is agreed upon in writing to by the parties hereto and specified in hereto, being hereinafter referred to as the certificate of merger (such date and time, the “"Effective Time”)") and shall make all other filings or recordings required under the DGCL in connection with the Merger.

Closing; Effective Time. (a) Unless this Agreement shall have been is earlier terminated pursuant to the provisions of Section 89.1 of this Agreement, and unless otherwise mutually agreed subject to the satisfaction or waiver of the conditions set forth in writing between the CompanySections 6, Parent 7 and Purchaser8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ at 8:00 a.m.▇▇▇▇▇▇▇▇▇, Eastern Time, on as promptly as practicable (but in no event later than the same date as second Business Day following the Offer Acceptance Time except if (subject satisfaction or waiver of the last to Section 1.1(b)) be satisfied or waived of the conditions set forth in Section 7.1 or Section 7.2 shall not Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirementssatisfaction or waiver of each of such conditions), waived by or at such dateother time, date and place as Tranzyme and the Company may mutually agree in which case on no later than the first business day on which writing, provided that if all the conditions set forth in Section 7.1 Sections 6, 7 and Section 7.2 is 8 shall not have been satisfied oror waived on such second Business Day, to then the extent permissible by applicable Legal Requirements, Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs actually takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to ” At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the Company and Purchaser Parties hereto shall file or cause the Merger to be filed a certificate of merger consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with, Section 251(h) satisfying the applicable requirements of the DGCLDGCL and in a form reasonably acceptable to Tranzyme and the Company. The Merger shall become effective upon at the date and time of the filing of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed upon in writing by the parties hereto and may be specified in such Certificate of Merger with the certificate consent of merger Tranzyme and the Company (such date and time, the time as of which the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the The consummation of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ at 8:00 a.m., Eastern Time, on ▇▇▇▇▇ as soon as practicable following (but in any event within three (3) Business Days) after the same date as the Offer Acceptance Time except if (subject to Section 1.1(b)) the conditions set forth in Section 7.1 or Section 7.2 shall not be satisfied satisfaction or, to the extent permissible by applicable Legal Requirementspermitted hereunder, waived by such date, in which case on no later than waiver of all conditions to the first business day on which the conditions Merger set forth in Section 7.1 and Section 7.2 is Article 6 (other than those conditions that by their nature are to be satisfied orat the Closing, but subject to the satisfaction or waiver (to the extent permissible by applicable Legal Requirements, waived. The permitted hereunder) of such conditions) (the date on which the Closing occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ). The parties intend that the Closing shall be effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, the Company and Purchaser shall file make any and all other filings or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as recordings required by, and executed and acknowledged in accordance with, Section 251(h) of under the DGCL. The Merger shall become effective upon the date and time of the filing and acceptance of such certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the parties hereto and specified in the certificate Certificate of merger Merger (such date and time, the “Effective Time”).

Closing; Effective Time. (a) Unless In accordance with the terms and subject to the conditions of this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and PurchaserAgreement, the consummation closing of the Merger (the “Closing”) shall take place place, electronically through the exchange of documents via e-mail or facsimile, at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ at 8:00 a.m., Eastern Time, 10:00 a.m. (New York time) on the same date as which is two (2) Business Days after the Offer Acceptance Time except if (subject to Section 1.1(b)) the first date on which all conditions set forth in Section 7.1 Article IX shall have been satisfied or Section 7.2 shall not waived (other than those conditions that by their terms are to be satisfied orat the Closing, but subject to the extent permissible by applicable Legal Requirements, waived by satisfaction or waiver thereof) or such date, other time and place as Acquiror and the Company may mutually agree in which case on no later than the first business day on which the conditions set forth in Section 7.1 and Section 7.2 is satisfied or, to the extent permissible by applicable Legal Requirements, waivedwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, as soon as practicable on the Closing Dateand provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company and Purchaser shall file or cause the Merger Certificate to be filed a certificate of merger executed and duly submitted for filing with the Secretary of State of the State of Delaware with respect to as soon as practicable on the Merger, in such form as required by, and executed and acknowledged Closing Date in accordance with, Section 251(h) with the applicable provisions of the DGCL. The Merger shall become effective upon at the date and time of when the Merger Certificate has been accepted for filing of such certificate of merger with by the Secretary of State of the State of Delaware Delaware, or at such later date and time as is may be agreed upon by Acquiror and the Company in writing by the parties hereto and specified in each of the certificate of merger Merger Certificate (such date and time, the “Effective Time”). (c) For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.