Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required under the DGCL. The term “Effective

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI have been satisfied or waived IX (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to their the satisfaction or or, if permissible, waiver of such conditions at the Closing): (i) for at least 10 consecutive Business Daysthe Company, Plus Holdings and Prime Merger Sub shall cause the F-Reorg Merger to be consummated by executing a plan of merger (the “F-Reorg Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Company and Prime Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the F-Reorg Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “F-Reorg Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the F-Reorg Merger effective hereinafter (the date and time agreed by each of the parties hereto and specified in the F-Reorg Merger Documents, being the “F-Reorg Time”); (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause no more than fifteen (b15) can be waived by ParentBusiness Days following the F-Reorg Merger, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; providedPubCo, however, that Parent, First Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties Plus Holdings shall cause the First Merger to be consummated by executing a plan of merger (the “First Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Plus Holdings and First Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “First Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the First Merger effective hereinafter; and, (iii) simultaneously with the First Merger, PubCo, Second Merger Sub and HCIC shall cause the Second Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”, and, with the First MergerMerger Documents, the “Merger Documents”) 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 making all other filings mutually agreed by the parties (the date and recordings required under time agreed by each of the DGCLparties hereto and specified in the Merger Documents, being the “Effective Time”). (b) The consummation of the transactions, with the exception of the F-Reorg Merger, contemplated by this Agreement (the “Closing”) shall be held at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article IX. The term date on which the Closing shall occur is referred to herein as the “EffectiveClosing Date.”

Effective Time; Closing. The Upon the terms and conditions set forth herein, the closing of the First Merger (the “Merger Closing”) shall will take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closingoffices of O’Melveny & ▇▇▇▇▇ LLP, but subject to their satisfaction ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as soon as practicable following the Acceptance Time or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; providedat such other time, however, that without limiting date or place as is agreed to in writing by Parent and the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Merger Closing actually occurs shall be is referred to herein in this Agreement as the “Closing Date.” On Subject to the Closing Dateterms and conditions set forth herein, the Parties shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of First 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. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and time of such filing, or such later time as shall be agreed by Parent and the Company and specified in such filing, being the “Effective Time”). Notwithstanding anything to the contrary set forth in this Agreement, if (i) there exists an uncured Financing Failure on any scheduled Closing Date, (ii) such Financing Failure impedes the ability of Parent or Purchaser to obtain the Financing and pay for Company Shares in the Merger, and (iii) each of the conditions set forth in Article 8 shall otherwise have been satisfied or waived, then Purchaser shall be permitted to delay the Closing Date and the Effective Time for a period of up to forty-five (45) business days to permit such Financing Failure to be cured; provided, however, that notwithstanding any other provision of this Agreement, in the event Purchaser elects to delay the Closing Date pursuant to and in accordance with the relevant provisions this Section 3.2, then each of Parent and Purchaser shall be deemed to have irrevocably waived all of the DGCL and making all other filings and recordings required under the DGCL. The term “Effectiveconditions set forth in Section 8.1.

Effective Time; Closing. The closing Subject to the conditions of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated hereinthis Agreement, as soon as practicable on the first Business Day or after the date hereof on which each of Closing Date (as hereinafter defined), the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, parties hereto shall cause (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Redomestication Merger to be consummated by filing a certificate of merger (the “Delaware Certificate of First Merger”) with the Secretary of State of the State of Delaware, Delaware in accordance with the relevant applicable provisions of the DGCL and making all such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other filings than the filing of the Certificates of Merger, shall take place at the offices of G▇▇▇▇▇▇▇ M▇▇▇▇▇, counsel to Quartet, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at a time and recordings required under date to be specified by the DGCLparties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). The term “EffectiveClosing signatures may be transmitted by facsimile or by emailed PDF file.

Effective Time; Closing. The closing consummation of the First Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely by at the electronic exchange offices of closing deliverables and the taking of the closing actions contemplated herein▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the first third Business Day after the date hereof on which each satisfaction or waiver of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived Articles 7, 9 and 10 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their the satisfaction or waiver of such conditions), or at such time and date as may be agreed to by the Closing) for at least 10 consecutive Business Days; parties hereto (b) the Marketing Period has ended“Closing Date”); provided, however, that without limiting the CompanyClosing Date shall not be earlier than the eighteenth (18th) trading day following Parent’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) public announcement of financial results for a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks quarterly or annual period. Upon the terms and subject to delay, restrain, prevent, enjoin or otherwise prohibit consummation the provisions of the transactions contemplated by this Agreement, the Agreement of Merger for Merger I, satisfying the applicable requirements of the California Corp. Code (the “Agreement of Merger”), and any requests for preliminary injunction such other certificates, satisfying the applicable requirements of the California Corp. Code, as are denied in their entirety required under the California Corp. Code, shall be duly executed by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold I and concurrently with or as soon as practicable following the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) filed with the Secretary of State of the State of Delaware, California in accordance with the relevant provisions of the DGCL California Corp. Code (the time of such filing with the Secretary of State of the State of California (or such later time as may be agreed in writing by the parties hereto and making all specified in the Agreement of Merger) being the “Effective Time of Merger I”). Upon the terms and subject to the provisions of this Agreement, the Agreement of Merger for Merger II, satisfying the applicable requirements of the California Corp. Code and the LLC Act (the “Second Agreement of Merger”), and such other filings and recordings certificates, satisfying the applicable requirements of the California Corp. Code, as are required under the DGCL. The term California Corp. Code, shall be duly executed by Surviving Entity I and Merger Sub II and concurrently with or as soon as practicable following the Effective Time of Merger I filed with the Secretary of State of the State of California in accordance with the relevant provisions of the California Corp. Code and the LLC Act (the time of such filing with the Secretary of State of the State of California (or such later time as may be agreed in writing by the parties hereto and specified in the Second Agreement of Merger) being the “EffectiveEffective Time of Merger II”).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, as provided in the FBCA, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the First Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely by beginning immediately prior to the electronic exchange of closing deliverables and the taking of the closing actions contemplated hereinEffective Time (such date, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On ”) at the Closing Dateoffices of ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Parties shall cause the First Articles of Bank Merger and such other certificates and other documents required to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required delivered under the DGCL. The term “EffectiveArticle VI.

Effective Time; Closing. The (a) Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, the closing of the First Merger (the “Closing”) shall take place remotely occur on a date (the “Closing Date”) that is mutually agreed upon by the electronic exchange parties; provided that, in the absence of closing deliverables and an agreement, the taking Closing shall occur on the fifteenth (15th) Business Day of the closing actions contemplated herein, on calendar month following the first Business Day after the date hereof on calendar month during which each all of the following conditions have been satisfied: (a) the conditions set forth in Article VI 9 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject such as the required delivery of the certificates, documents and other closing items listed in Section 2.6 and Section 2.7); provided further, however, that the Closing Date shall be delayed if Independent Accountants have been engaged pursuant to their satisfaction Section 2.11 to make a determination of Adjusted Book Value, and in that event, the Closing Date shall be no later than thirty (30) days after the Engagement Date. The Closing shall occur at a time and place that is mutually acceptable to Acquiror and the Company, or waiver if they fail to agree, at 10:00 a.m., Central Time, on the Closing Date at the Closing) for offices of the Company, located at least 10 consecutive Business Days;▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇. Subject to the provisions of Section 11.1, failure to consummate the Contemplated Transactions on the date and time and at the place determined pursuant to this Section 2.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. (b) The parties hereto agree to file on the Marketing Period has ended; providedClosing Date articles of merger, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions as contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger Illinois LLC Act (the “Certificate Illinois Articles of First Merger”) ), with the Secretary of State of the State of DelawareIllinois, in accordance and articles of merger, as contemplated by the GBCM (the “Missouri Articles of Merger”), with the relevant provisions Secretary of State of the DGCL and making all other filings and recordings required under the DGCLState of Missouri. The term Merger shall become effective as of the date and time specified in the Illinois Articles of Merger (the “EffectiveEffective Time”).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA, on the Closing Date, and with the Maryland State Department of Assessments and Taxation, as provided in the MGCL. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than five (5) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the First Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables on a date and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on time which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if at or immediately prior to the Effective Time (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delaysuch date, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On ”) at the Closing Dateoffices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall cause be delivered by CenterState and Charter the First Articles of Merger and such other certificates and other documents required to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required delivered under the DGCL. The term “EffectiveArticle VI.

Effective Time; Closing. The closing of As promptly as practicable, but no later than two business days, after the First Merger (satisfaction or, to the “Closing”) shall take place remotely extent permitted by Law, waiver by the electronic exchange party or parties entitled to the benefits thereof of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their the satisfaction or or, to the extent permitted by Law, waiver at of those conditions), the parties hereto shall cause the Mergers to be consummated. A closing (the “Closing”) for at least 10 consecutive Business Days; (b) to effect the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this AgreementMergers shall be held at the offices of Shearman & Sterling LLP, and any requests ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall agree, for preliminary injunction are denied the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or placeArticle VII. The date on which the Closing actually occurs shall be is referred to herein in this Agreement as the “Closing Date.” On ”. Subject to the Closing Dateprovisions of this Agreement, concurrently with or as soon as practicable following the Parties Closing, (a) Zillow shall cause duly execute and file articles of merger (the First “Zillow Merger to be consummated Filing”) with the Washington Secretary of State and make all other filings or recordings required by filing the WBCA in connection with the Zillow Merger; and (b) Trulia shall duly execute and file a certificate of merger (the “Certificate of First MergerTrulia Merger Filing”) with the Delaware Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making make all other filings and or recordings required under by the DGCLDGCL in connection with the Trulia Merger. The term Zillow Merger shall become effective on the date and at such time as set forth in the Zillow Merger Filing (the “EffectiveInitial Effective Time”), which shall be no later than 1:00 p.m., Eastern Time on the Closing Date, or at any other time indicated therein and mutually agreed to by Zillow and Trulia. The Trulia Merger shall become effective on the date and at such time (the “Effective Time”) as set forth in the Trulia Merger Filing, which shall be one minute later than the Initial Effective Time, or at any other later time indicated therein and mutually agreed to by Trulia and Zillow.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger under applicable Law. The Merger shall become effective as set forth in the articles of merger related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida, as provided in the FBCA (the “Articles of Merger”), and the certificate of merger related to the Merger that shall be filed with the Division of Corporations in the Department of State of the State of Delaware, as provided in the DGCL (the “Certificate of Merger”), each on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the latest effective date and time of filing of the (A) Articles of Merger and (B) Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger, which shall be no later than five (5) Business Days after all of the conditions to the consummation of the Merger set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the First Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables on a date and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on time which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if at or immediately prior to the Effective Time (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delaysuch date, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On ”) at the Closing Dateoffices of CenterState, or such other place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered by CenterState and NCC the Articles of Merger, the Parties shall cause the First Certificate of Merger and such other certificates and other documents required to be consummated by filing a certificate delivered under Article VI, subject to the terms and conditions of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required under the DGCL. The term “Effectivethis Agreement.

Effective Time; Closing. The Unless this Agreement has been terminated pursuant to Section 9.01, the closing of the First Merger Mergers (the “Closing”) shall take place remotely at the offices of ▇▇▇▇▇ Day, 222 ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ the time and date to be specified by the electronic exchange of closing deliverables and parties, which shall be no later than the taking of the closing actions contemplated herein, on the first third Business Day after the date hereof on which each satisfaction or waiver of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied VII, or waived at such other time, date and location as the parties hereto agree in writing (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On ”). Closing signatures may be transmitted by facsimile or by emailed PDF file. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, on the Closing Date, the Parties (a) Parent and Holdco (i) shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) file with the Secretary of State of the State of DelawareDelaware a certificate of merger with respect to the Parent Merger (the “Delaware Certificate of Merger”), which Delaware Certificate of Merger shall be in such form as is required by, and executed and acknowledged in accordance with the relevant provisions of with, the DGCL and making all other filings (ii) shall file with a Registrar or Deputy Registrar of Corporations of the Republic of the ▇▇▇▇▇▇▇▇ Islands duplicate originals of the articles of merger with respect to the Parent Merger (the “Holdco Certificate of Merger”), which Holdco Certificate of Merger shall be in such form as is required by, and recordings executed and acknowledged in accordance with, the BCA, and (b) the Company and Merger Sub shall file with a Registrar or Deputy Registrar of Corporations of the Republic of the ▇▇▇▇▇▇▇▇ Islands duplicate originals of the articles of merger with respect to the Company Merger (the “▇▇▇▇▇▇▇▇ Islands Certificate of Merger” and collectively with the Delaware Certificate of Merger and the Holdco Certificate of Merger, the “Certificates of Merger”), which ▇▇▇▇▇▇▇▇ Islands Certificate of Merger shall be in such form as is required under by, and executed and acknowledged in accordance with, the DGCL. The term BCA (the date and time of such filing of the ▇▇▇▇▇▇▇▇ Islands Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the ▇▇▇▇▇▇▇▇ Islands Certificate of Merger) being the “EffectiveEffective Time”).

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) Subject to the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation provisions of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties parties hereto shall cause the First Merger to be consummated by filing a certificate articles of merger (the “Certificate of First Merger”) consistent with this Agreement with the Secretary of State of the State of Delaware, Maryland in accordance with the relevant provisions of the DGCL MGCL (the "ARTICLES OF MERGER") (the time of such filing (or such later time as may be agreed in writing by the Company and making all Parent and specified in the Articles of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as defined below). (b) Immediately following the Effective Time, the Parent shall cause the Company, as the surviving corporation of the Merger and a wholly owned subsidiary of the Parent, to be merged with and into Merger Sub 2 in the Second Step Merger pursuant to an agreement of merger entered into by and among the Company and Merger Sub 2 (the "SECOND STEP AGREEMENT OF MERGER"), by filing articles of merger consistent with this Agreement with the Secretary of State of the State of Maryland in accordance with the relevant provisions of the MGCL (the "SECOND ARTICLES OF MERGER"). There will be no conditions to the closing of the Second Step Merger other filings than the closing of the Merger. (c) The closing of the Merger and recordings required under the DGCL. The term “EffectiveSecond Step Merger (the "CLOSING") shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP, Seaport World Trade Center West, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article 8 (other than those that by their nature will be satisfied at the Closing) or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").

Effective Time; Closing. The closing of the First Merger (the “"Closing”") shall take place remotely by the electronic exchange of closing deliverables occur as promptly as practicable (and the taking of the closing actions contemplated herein, on the first Business Day in any event within three business days) after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI hereof have been satisfied satisfied, or waived to the extent permitted hereunder waived, unless as of such date the Debt Financing (other as hereinafter defined) on the terms set forth in the Debt Commitment Letter, or alternative debt financing on terms not materially less favorable to Parent than those conditions that by their nature are the terms set forth in the Debt Commitment Letter, shall not have been obtained (the date on which such debt financing is obtained, the "Financing Date"), in which case the Closing shall occur no later than 45 days (or such shorter period as may be then remaining prior to be satisfied at the Closing, but subject to their satisfaction or waiver at the ClosingDrop Dead Date (as hereinafter defined)) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs conditions set forth in Article VI hereof shall be referred to herein as the “Closing Date.” On satisfied; provided, that such extension of the Closing Dateshall be permitted if and only if Parent and Sub shall have sent the Company a letter in which they irrevocably and without qualification waive the conditions set forth in Section 6.2 hereof, other than the condition set forth in Section 6.2(a)(ii) hereof. At the Closing, the Parties parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “"Certificate of First Merger”") with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such form as is required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as the parties hereto agree shall be specified in accordance with the relevant provisions Certificate of Merger (the date and time the Merger becomes effective, the "Effective Time"). On the date of such filing, the Closing shall be held at 10:00 a.m., Eastern Standard Time, at the offices of King & Spalding LLP, 1185 Avenue of the DGCL Americas, New York, New York or at such other time and making all other filings and recordings required under location as the DGCL. The term “Effectiveparties hereto shall otherwise agree.

Effective Time; Closing. Subject to the provisions of this Agreement, the Parties shall cause the First Merger to be consummated by filing the Articles of Merger in substantially the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) with the Secretary of State of the Commonwealth of Virginia in accordance with the relevant provisions of the VSCA. The First Certificate of Merger shall be duly executed by VNC and Merger Sub I and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the Commonwealth of Virginia for filing. The First Merger shall become effective upon the filing of the First Certificate of Merger with the Secretary of State of the Commonwealth of Virginia or at such later time as VNC and Merger Sub I agree and specify in the First Certificate of Merger (the “Effective Time”). The closing of the First Merger and the other Contemplated Transactions (the “Closing”) shall take place remotely and electronically, but will deemed effected at the offices of CHC in Texas, at a time and date to be specified by the electronic exchange of closing deliverables parties hereto, which time and date shall be no later than the taking of the closing actions contemplated herein, on the first third (3rd) Business Day after the date hereof on which each satisfaction or waiver of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their the satisfaction or of or, to the extent permitted hereunder, waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period of all such conditions), unless this Agreement has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information been terminated pursuant to Section 5.24its terms, or at such other location, time and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is date as the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can parties hereto shall mutually agree to hold in writing (the Closing at another time or place. The date on upon which the Closing actually occurs being referred to herein as the “Closing Date”). As soon as practicable after the Effective Time, but in all cases within one (1) Business Day thereafter, CHC shall cause the Second Merger to be consummated by filing an articles of merger in substantially the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”), with the Secretary of State of the Commonwealth of Virginia in accordance with the relevant provisions of the VSCA and the VLLC (the time of filing of the Second Certificate of Merger, or the time of effectiveness thereof that is specified therein, if different, shall be referred to herein as the “Closing DateSecond Effective Time”).” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required under the DGCL. The term “Effective

Effective Time; Closing. The Upon the terms and conditions set forth herein, the closing of the First Merger (the “Merger Closing”) shall will take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) at the offices of O’Melveny & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as soon as practicable following the Acceptance Date (or the Top-Up Closing if the Top-Up Option has been exercised); provided that, if there shall be a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the Required Stockholder Vote shall be required in order to consummate the Merger, then on the second business day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI have been satisfied or waived 8 (other than those conditions that by their nature terms are to be satisfied at the Merger Closing, but subject to their the satisfaction or (to the extent permitted by Law) waiver at the Closingof those conditions) for at least 10 consecutive Business Days; or (b) the Marketing Period has ended; providedat such other time, however, that without limiting date or place is agreed to in writing by Parent and the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Merger Closing actually occurs shall be is referred to herein in this Agreement as the “Merger Closing Date.” On Subject to the Closing Dateterms and conditions set forth herein, the Parties shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of First 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, in accordance . The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the relevant provisions Office of the DGCL Secretary of State of the State of Delaware (the date and making all other filings time of such filing, or such later time as shall be agreed by Parent and recordings required under the DGCL. The term Company and specified in such filing, being the “EffectiveEffective Time”).

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) Upon the terms and subject to the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties Buyer and Company shall cause the First Merger to be consummated by filing (i) a certificate of merger (the “DE Certificate of First Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL and making all other filings (ii) a certificate of merger with the Director of the Michigan Department of Licensing and recordings Regulatory Affairs (the “Michigan Director”) in such form as required under by, and executed in accordance with, the DGCLrelevant provisions of the MBCA (the “MI Certificate of Merger” and together with the DE Certificate of Merger, the “Certificates of Merger”). The term Merger shall become effective upon the later of (i) such filing of the DE Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filing of the MI Certificate of Merger with the Michigan Director, or (iii) such date and time as the parties agree and may be specified in the Certificates of Merger (the date and time the Merger becomes effective being the “EffectiveEffective Time”). (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Rosenman LLP, 2900 K Street NW North Tower – ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇-▇▇▇▇ on a date and at a time to be agreed upon by the parties, which date shall be no later than five (5) Business Days after the satisfaction of the last to be satisfied of the conditions set forth in Article 6 (other than those conditions that, by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver (if permitted by applicable Law) of those conditions), or such other time, date or location as the parties may mutually agree in writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date”. At the Closing, there shall be delivered to Buyer and Company the Certificates of Merger and such other certificates and other documents required to be delivered hereunder.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the Plan of Merger, that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, as provided in the FBCA, on the Closing Date. The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Articles of Merger, which shall be no later than three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than conditions to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the later of immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the First Merger transactions contemplated by this Agreement (the “Closing”) shall take place remotely by beginning immediately prior to the electronic exchange of closing deliverables and the taking of the closing actions contemplated hereinEffective Time (such date, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On ”) at the Closing Dateoffices of A▇▇▇▇▇ & Bird LLP, One Atlantic Center, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to CenterState and HCBF the Articles of Merger, the Parties shall cause the First Articles of Bank Merger and such other certificates and other documents required to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required delivered under the DGCL. The term “EffectiveArticle VI.

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI have been satisfied or waived VIII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to their the satisfaction or or, if permissible, waiver of such conditions at the Closing) for at least 10 consecutive Business Days; (b) ), the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, parties hereto shall (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First SPAC Merger to be consummated by filing a certificate of merger (the “SPAC Certificate of First Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL and making all other filings mutually agreed by ShoulderUp and recordings ShoulderUp Merger Sub, (ii) cause the Company Merger to be consummated by filing (a) an articles of merger (the “NV Articles of Merger”) with the Secretary of State of the State of Nevada, in such form as is required under by law, and executed in accordance with, the DGCLrelevant provisions of the Nevada Act and mutually agreed by the Company and SEI Merger Sub and (iii) cause the filing of a certificate of merger (the “Company Certificate of Merger” and together with the SPAC Certificate of Merger and NV Articles of Merger, the “Merger Certificates”) 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 mutually agreed by the Company and SEI Merger Sub. The term Mergers shall be consummated and become effective simultaneously at 12:01 a.m. on the Closing Date or at such other time as may be agreed by the applicable Parties in writing and specified in the Merger Certificates (the “EffectiveEffective Time”). (b) Immediately prior to such filing of the Merger Certificates in accordance with Section 2.2(a), a closing (the “Closing”) shall take place electronically through the exchange of documents and release of signatures via email (or other electronic medium), or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) Concurrently with the conditions set forth Closing (as defined in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding2.2(b)), the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties parties shall cause the First Merger Mergers to be consummated by (i) in the case of the Bergen Merger, filing with the Department of the Treasury of the State of New Jersey (the "New Jersey Treasury Department") a certificate of merger (the “"New Jersey Certificate of First Merger”") in accordance with Section 14A:10-4.1 of the NJBCA and (ii) in the case of the AmeriSource Merger, filing with the Secretary of State of the State of Delaware, Delaware (the "Delaware Secretary of State") a certificate of merger (the "Delaware Certificate of Merger") in accordance with the relevant provisions Section 252 of the DGCL and making all other filings and recordings required under the DGCL. The term “EffectiveMergers shall become effective (the "Effective Time") (x) when (i) the New Jersey Certificate of Merger has been duly filed with the New Jersey Treasury Department and (ii) the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State or (y) at such later time as shall be agreed upon by AmeriSource and Bergen and specified in the New Jersey Certificate of Merger and the Delaware Certificate of Merger. (b) Subject to the satisfaction or, if permissible, waiver of the other conditions set forth in Article VII of this Agreement, the closing of the transactions contemplated hereby (the "Closing") shall be held at the offices of Dechert, 4000 ▇▇▇▇ Atlantic Tower, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. New York City time on the third business day following the latest of: (i) the date on which the AmeriSource Shareholders Meeting (as defined in Section 6.2(a)) (including any adjournment or postponement thereof) shall have been held, (ii) the date on which the Bergen Shareholders Meeting (as defined in Section 6.3(a)) (including any adjournment or postponement thereof) shall have been held, (iii) the date on which the condition set forth in Section 7.1(b) shall have been satisfied or waived, (iv) the date on which the condition set forth in Section 7.1(e) shall have been satisfied or waived, (v) the date on which the condition set forth in Section 7.1(f) shall have been satisfied or waived and (vi) the date on which the condition set forth in Section 7.1(g) shall have been satisfied or waived; or at such other place or time or on such other date as AmeriSource and Bergen may agree. The date on which the Closing will take place is referred to herein as the "Closing Date."

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) Concurrently with the conditions set forth Closing (as defined in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding2.2(b)), the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties parties shall cause the First Merger Mergers to be consummated by (i) in the case of the Bergen Merger, filing with the Department of the Treasury of the State of New Jersey (the "New Jersey Treasury Department") a certificate of merger (the “"New Jersey Certificate of First Merger”") in accordance with Section 14A:10-4.1 of the NJBCA and (ii) in the case of the AmeriSource Merger, filing with the Secretary of State of the State of Delaware, Delaware (the "Delaware Secretary of State") a certificate of merger (the "Delaware Certificate of Merger") in accordance with the relevant provisions Section 252 of the DGCL and making all other filings and recordings required under the DGCL. The term “EffectiveMergers shall become effective (the "Effective Time") (x) when (i) the New Jersey Certificate of Merger has been duly filed with the New Jersey Treasury Department and (ii) the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State or (y) at such later time as shall be agreed upon by AmeriSource and Bergen and specified in the New Jersey Certificate of Merger and the Delaware Certificate of Merger. (b) Subject to the satisfaction or, if permissible, waiver of the other conditions set forth in Article VII of this Agreement, the closing of the transactions contemplated hereby (the "Closing") shall be held at the offices of Dechert, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania, ▇▇ 10:00 a.m. New Yo▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇wing the latest of: (i) the date on which the AmeriSource Shareholders Meeting (as defined in Section 6.2(a)) (including any adjournment or postponement thereof) shall have been held, (ii) the date on which the Bergen Shareholders Meeting (as defined in Section 6.3(a)) (including any adjournment or postponement thereof) shall have been held, (iii) the date on which the condition set forth in Section 7.1(b) shall have been satisfied or waived, (iv) the date on which the condition set forth in Section 7.1(e) shall have been satisfied or waived, (v) the date on which the condition set forth in Section 7.1(f) shall have been satisfied or waived and (vi) the date on which the condition set forth in Section 7.1(g) shall have been satisfied or waived; or at such other place or time or on such other date as AmeriSource and Bergen may agree. The date on which the Closing will take place is referred to herein as the "Closing Date."

Effective Time; Closing. Unless this Agreement is earlier terminated pursuant to Article IX, and subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date (as defined below). The closing of the First Merger (the “Closing”) shall take place remotely by at the electronic exchange offices of closing deliverables ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and shall be no later than the taking of the closing actions contemplated herein, on the first Business Day second business day after the date hereof on which each satisfaction or written waiver of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived VII (other than those conditions that by their nature terms are to be satisfied or waived at the Closing, but subject to their the satisfaction or waiver at of those conditions) (the Closing) for at least 10 consecutive Business Days; (b) second business day after the Marketing Period has endeddate of such satisfaction or waiver, the “Material Condition Satisfaction Date”); provided, however, that without limiting if the Company’s obligations under Section 5.24Material Condition Satisfaction Date occurs after June 19, 2012, then the Closing shall be on the later of (i) this clause July 2, 2012 and (bii) the second business day after the satisfaction or written waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as Parent and the Company agree upon in writing; provided further, however, that if all of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived on or prior to June 17, 2012, then the condition set forth in Section 7.2(d) shall be deemed to be satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation as of the transactions contemplated by this Agreement, Closing Date and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement shall be of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time no further force or placeeffect. The date on which the Closing actually occurs shall be is referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and making all other filings and recordings required under the DGCL. The term “Effective

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI have been satisfied or waived ARTICLE VIII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to their the satisfaction or or, if permissible, waiver of such conditions at the Closing) for at least 10 consecutive Business Days; (b) ), the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, parties hereto shall cause (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Parent Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL (the “Parent Certificate of Merger”), in each case, in form as mutually agreed by the parties (the date and making all time of the filing of such Parent Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Parent Certificate of Merger) being the “Parent Merger Effective Time”), and (ii) immediately following the consummation of the Parent Merger but on the same day, the Company Merger to be consummated by filing a plan of merger and such other filings document(s) required by the Cayman Act (the “Company Certificate of Merger,” the Company Certificate of Merger together with the Parent Certificates of Merger are herein referred to as the “Certificates of Merger”) with the Cayman Registrar, in such form as is required by, and recordings required under executed in accordance with, the DGCLrelevant provisions of the Cayman Act, and mutually agreed by the parties (the date and time of the filing of such Company Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Company Certificate of Merger) being the “Company Merger Effective Time”). (b) Immediately prior to such filing of the Certificates of Merger in accordance with Section 2.02(a), the closing (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in ARTICLE VIII. The term date on which the Closing shall occur is referred to herein as the “EffectiveClosing Date.”

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) As promptly as reasonably practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI have been satisfied or waived VIII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to their the satisfaction or or, if permissible, waiver of such conditions at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding), the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties parties shall cause the First Merger to be consummated by filing (i) a certificate of merger (the “Delaware Certificate of First Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL and making all other filings mutually agreed by the parties and recordings (ii) a certificate of merger (the “Minnesota Certificate of Merger” and together with the Delaware Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Minnesota, in such form as is required under by, and executed in accordance with, the relevant provisions of the Minnesota Statutes and mutually agreed by the parties (the date and time of the filing of such Certificates of Merger (or such later time as may be agreed by each of the parties and specified in such Certificates 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. (b) Immediately prior to such filing of the Certificates of Merger in accordance with Section 2.02(a), a closing (the “Closing”) shall be held remotely by exchanging the closing deliverables and signatures via email, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.” (c) As promptly as reasonably practicable following the filing of the Certificates of Merger, on the Closing Date, the SPAC shall adopt as the SPAC’s certificate of incorporation the amended and restated certificate of incorporation in substantially the form set forth attached as Exhibit C (the “Amended and Restated SPAC Certificate of Incorporation”) by filing the Amended and Restated SPAC Certificate of Incorporation with the Secretary of State of the State of Delaware, with such modifications as may be mutually agreed between the Company and the SPAC. The Amended and Restated SPAC Certificate of Incorporation shall become the certificate of incorporation of the SPAC until thereafter supplemented or amended in accordance with its terms and the DGCL. The term “EffectiveAs promptly as reasonably practicable following the filing of the Certificates of Merger, the SPAC shall adopt amended and restated bylaws, in a form to be mutually agreed upon between the SPAC and the Company.

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI have been satisfied or waived VIII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to their the satisfaction or or, if permissible, waiver of such conditions at the Closing) for at least 10 consecutive Business Days; (b) ), the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, parties hereto shall cause (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties shall cause the First Parent Merger to be consummated by filing a certificate of merger (the “Parent Certificate of First Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL DGCL, and making all other filings mutually agreed by the parties (the date and recordings time of the filing of such Parent Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Parent Certificate of Merger) being the “Parent Merger Effective Time”), and (ii) immediately following the consummation of the Parent Merger but on the same day, the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger,” the Company Certificate of Merger together with the Parent Certificate of Merger are herein referred to as the “Certificates of Merger”) with the Secretary of State of the State of Texas, in such form as is required under by, and executed in accordance with, the DGCLrelevant provisions of the TBOC, and mutually agreed by the parties (the date and time of the filing of such Company Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Certificate of Merger) being the “Company Merger Effective Time”). (b) Immediately prior to such filing of the Certificates of Merger in accordance with Section 2.02(a), the closing (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The term date on which the Closing shall occur is referred to herein as the “EffectiveClosing Date.”

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall will take place remotely simultaneously with the execution and delivery hereof by the electronic exchange of closing deliverables and the taking of the closing actions contemplated hereinparties hereto, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closingoffices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended; provided▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, however▇▇▇▇▇ ▇▇▇, that without limiting the Company’s obligations under Section 5.24▇▇▇▇▇▇▇▇▇▇, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay▇▇▇▇ ▇▇▇▇▇, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at unless another time or placeplace is mutually agreed upon in writing by Parent and Company. The date on upon which the Closing actually occurs shall be is referred to herein as the “Closing Date.” ”. On the Closing Date, the Parties parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) Merger in substantially the form attached hereto as Exhibit A with the Secretary of State of the State of DelawareOhio (the “Certificate of Merger”), in accordance with the relevant applicable provisions of Ohio Law (the DGCL time of the acceptance of such filing by the Secretary of State of the State of Ohio shall be referred to herein as the “Effective Time”). At or before the Closing, there shall be delivered to the Parties all certificates and making all other filings documents and recordings items, as applicable, required to be delivered under the DGCL. The term “Effectiveterms hereof, including, without limitation, the following: (a) Stockholder shall have surrendered the Company Certificates to Parent as provided in Section 2.7(a) hereof; (b) Parent shall have delivered the Merger Consideration to Stockholder as provided in Section 2.7(a) hereof; (c) [RESERVED]; (d) Company shall have delivered its corporate records to Parent as provided in Section 3.1(b) hereof; (e) Company shall have delivered certified resolutions to Parent as provided in Section 3.2 hereof; (f) Company shall have delivered its Financial Statements to Parent as provided in Section 3.3 hereof; (g) Company shall have delivered copies of the Real Property Leases to Parent as provided in Section 3.7 hereof; (h) Company shall have delivered copies of the contracts referred to in Section 3.12 to Parent as provided in Section 3.12 hereof; (i) Company shall have delivered its banking records to Parent and taken the actions with respect to its bank accounts as provided in Section 3.24 hereof; (j) Parent shall have delivered certified resolutions to Company as provided in Section 4.2 hereof; and (k) [RESERVED].

Effective Time; Closing. The closing of the First Merger (the “Closing”) shall take place remotely by at the electronic exchange offices of closing deliverables and the taking of the closing actions contemplated hereinSmith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Capitol Center, Raleigh, NC 27601, at 10:00 a.m. Eastern Time on the first date that is the later of (i) three (3) Business Day Days after the date hereof on which each satisfaction or waiver of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived VII (other than those conditions that conditions, which by their nature terms, are to be satisfied at or waived on the ClosingClosing Date, but subject to their the satisfaction of such conditions on the Closing Date) or (ii) the earlier of (A) the third (3rd) Business Day immediately following the last day of the Marketing Period and (B) the date on which Parent delivers written notice to the Company waiving this clause (ii), which at the option of the Company may be postponed until the third (3rd) Business Day following such date (but, in any event, subject to the satisfaction or waiver (to the extent permissible) by the applicable party of the conditions set forth in Article VII at the Closing) for at least 10 consecutive Business Days; (b) the Marketing Period has ended); provided, however, that without limiting the Company’s obligations under Section 5.24Closing may be consummated on such other date, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin time or otherwise prohibit consummation of the transactions contemplated by this Agreement, place as Parent and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide may mutually agree, or at such other time as the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, parties hereto agree in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Datewriting; provided, howeverfurther, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold in no event shall the Closing at another time or place. The date on which the Closing actually occurs shall be referred take place prior to herein as December 30, 2013 (the “Closing Date.” On ”). Subject to the terms and conditions of this Agreement, on the Closing Date, the Parties Company shall cause the First Merger to be consummated by filing a certificate execute articles of merger (the “Certificate Articles of First Merger”) with as provided by Section 55-11-05 of the NBCA and deliver the Articles of Merger and any other documents required under the NCBCA to effect the Merger to the Secretary of State of the State of DelawareNorth Carolina for filing as provided by Section 55-11-05 of the NCBCA. The Merger shall become effective at the time specified in the Articles of Merger (the “Effective Time”). Notwithstanding the foregoing, if the Closing would otherwise be required to occur pursuant to and in accordance with this Section 2.2 on any date prior to December 30, 2013 (the relevant provisions “Scheduled Closing Date”), then the Closing Date shall be extended to such date on or after December 30, 2013 and prior to the Termination Date as shall be mutually agreed in good faith by Parent and the Company (the “Extended Closing Date”); provided, that if, following good faith negotiation by Parent and the Company, Parent and the Company have not mutually agreed on the date of the DGCL Extended Closing Date (such agreement not to be unreasonably withheld), the Extended Closing Date shall be the Termination Date. In the event that the Scheduled Closing Date has been extended pursuant to the immediately preceding sentence, the obligations of Parent and making Merger Sub to consummate the Merger on the Extended Closing Date shall remain subject to the fulfillment or waiver of each of the conditions set forth in Article VII and all other filings conditions to the occurrence of the Closing Date set forth in this Section 2.2 (other than the condition set forth in Section 7.2(g), the satisfaction of which shall be deemed to be waived by Parent to the extent the failure of such condition to be so satisfied on the Extended Closing Date is attributable solely to a Material Adverse Effect that shall have occurred during the period between the Scheduled Closing Date and recordings required under the DGCL. The term “EffectiveExtended Closing Date).

Effective Time; Closing. The (a) Subject to satisfaction or, to the extent permitted by applicable Law, waiver of the closing conditions described in ARTICLE V, the closing of the First Merger (the “Closing”) shall take place remotely by at 10 a.m., New York City time, at the electronic exchange offices of closing deliverables and ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the taking last Business Day of the calendar month in which all of the closing actions contemplated herein, on the first Business Day after the date hereof on which each of the following conditions have been satisfied: (a) the conditions set forth in Article VI ARTICLE V have been satisfied or waived (other than those conditions that which by their nature are to cannot be satisfied at until the Closing, but subject to their satisfaction the fulfillment or waiver at of those conditions) or waived in accordance with the Closingterms of this Agreement and applicable Law, unless such conditions have not been so satisfied (other than those conditions which by their nature cannot be satisfied until the Closing but subject to the fulfillment or waiver of those conditions) for at least 10 consecutive by the fifth (5th) Business Days; (b) Day preceding the Marketing Period has endedlast Business Day of such calendar month, in which case the Closing shall take place on the last Business Day of the next calendar month; provided, howeverthat, that without limiting if the CompanyClosing would otherwise occur on the last Business Day of any of Buyer’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceedingfiscal quarters, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is Closing shall instead occur on the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold of the immediately succeeding quarter (or the Closing may take place at another such other place and time or placeas Buyer and the Company shall agree in writing). The date on and time at which the Closing actually occurs shall be takes place is referred to herein as the “Closing Date”.” On (b) At the Closing DateClosing, Merger Sub and the Parties Company shall cause the First Merger to be consummated by filing execute, acknowledge and file a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of DelawareDelaware as provided in the DGCL, and the Merger shall become effective upon such filing or at such later time as is agreed to by Buyer and the Company and is specified in the Certificate of Merger (the “Effective Time”). (c) At the Closing and immediately prior to the Effective Time, the Company shall deliver, or cause to be delivered, to Buyer and, in accordance with the relevant provisions case of clause (c)(iv), the DGCL and making all other filings and recordings required under Escrow Agent, the DGCL. The term “Effectivefollowing:

Effective Time; Closing. The closing of On January 23, 2001 or, if the First Merger (conditions precedent set forth in Article IX have not then been satisfied or, if permissible, waived, as promptly as practicable thereafter, but in no event later than the “Closing”) shall take place remotely by the electronic exchange of closing deliverables and the taking of the closing actions contemplated herein, on the first second Business Day after following the date hereof on which each satisfaction or, if permissible, waiver of the following conditions have been satisfied: (a) the conditions set forth in Article VI have been satisfied or waived IX, (other than those conditions that by their nature are to be satisfied at such date being the Closing, but subject to their satisfaction or waiver at the Closing) for at least 10 consecutive Business Days; (b"CLOSING DATE") the Marketing Period has ended; provided, however, that without limiting the Company’s obligations under Section 5.24, (i) this clause (b) shall be deemed satisfied if (x) a Proceeding is commenced by a Governmental Antitrust Authority in a United States District Court that seeks to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and any requests for preliminary injunction are denied in their entirety by the United States District Court, and (y) throughout the period after the commencement of such Proceeding, the Company has complied with its obligations to provide the Financing Required Information pursuant to Section 5.24, and (ii) this clause (b) can be waived by Parent, in its sole discretion; and (c) such Business Day is the first Business Day after a Company Fiscal Period End Date; provided, however, that Parent, Merger Sub and Merger Sub 2 can mutually agree to hold the Closing at another time or place. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the Parties parties hereto shall cause the First Merger to be consummated by filing a certificate Certificate of merger Merger (the “Certificate of First Merger”"CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, Delaware in such form as required by and executed in accordance with the relevant provisions of the DGCL and making all other filings and recordings required under the DGCL. The term “EffectiveImmediately prior to the filing of the Certificate of Merger, the closing (the "CLOSING") will be held at the offices of Vins▇▇ & ▇lki▇▇ ▇.▇.P., Houston, Texas, to confirm the satisfaction or waiver of the conditions set forth in Article IX. Subject to Section 3.03(b), immediately after filing the Certificate of Merger, the Purchaser shall, or shall cause the Surviving Corporation to: (a) wire transfer to the Escrow Agent pursuant to the Escrow Agreement immediately available funds in an amount equal to the aggregate Merger Consideration withheld pursuant to Section 2.02(b)(ii)(B); (b) with respect to each Stockholder who has delivered to the Purchaser a Properly Completed Transmittal Letter prior to the Election Deadline: (i) issue certificates ("PURCHASER CERTIFICATES") for shares of Purchaser's common stock, par value $.01 per share ("PURCHASER COMMON STOCK"), or Junior Convertible Preferred Stock, par value $.01 per share ("PURCHASER PREFERRED STOCK"), issuable as Merger Consideration to such Stockholder registered as provided in the Properly Completed Transmittal Letter delivered to the Purchaser by such Stockholder; and (ii) wire transfer to the account designated by such Stockholder in such Properly Completed Transmittal Letter immediately available funds in an amount equal to (A) the cash Merger Consideration payable to such Stockholder less (B) in the case of Stockholders other than Warburg, an amount equal to 10% of the sum of (1) the aggregate Merger Consideration otherwise payable to such Stockholder and (2) the