Common use of Closing and Payment Clause in Contracts

Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares 5.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder this Agreement shall be delivered by or take place on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered Date" at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (, ▇▇▇▇▇. The Closing Date shall be the "Closing Location")first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 At such closing, and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the preceding sentence will be available for review terms of subsection 3.1 hereof, the down-payment required by the parties hereto. For terms of the purposes Third Party Offer; or (y) in the case of this a sale pursuant to Section 2 and Section 3(a)(iii4 hereof, thirty (30%) belowpercent of the purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, "New York Business Day" shall mean each Mondayin negotiable form, Tuesdayin the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, Wednesdayas the case may be, Thursday and Friday which is not bearing interest at the prime rate per annum in effect from time to time at a day on which banking institutions bank to be designated in New York are generally authorized York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or obligated his or its Legal Substitute of the purchased Shares and of the Shares held by law the purchasing Stockholder, or executive order if the Corporation is the purchaser by a lien on all of the assets of the Corporation. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to closeconsummate such closing.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersUnderwriters, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Underwriters shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, be 10:00 a.m. on _______ __, 1997 1999 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, Securities is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters pursuant to Section 5(m5(k) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares Securities will be delivered at the Designated Office, all at such the Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. The closing of the purchase of any Offered Units which is subject to this Section 30 shall take place (at a time and place reasonably specified by the Company) within 30 days after the later of (i) The Shares to be purchased the exercise by each Underwriter hereunderthe Company (or its designee) of its purchase rights under Section 30(c) or, in definitive form(ii) if applicable, the date when Fair Value finally is determined under Section 30(b). At the closing, the Transferor shall assign and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice transfer the Offered Units to the Company purchaser thereof free and clear of all encumbrances and other claims. Any purchase price based upon the Selling Shareholder terms and conditions offered by a Third Party in the Offer shall be delivered by or on behalf payable in accordance with such terms and conditions. Any purchase price payable based upon Fair Value, as described in Section 30(b), shall be payable in cash at closing or, at the election of the Company or its designee, 30% in cash at closing and the Selling Shareholder to Salomon Brothers, through the facilities balance by execution and delivery of the Depository Trust Company ("DTC") (unless purchaser’s negotiable promissory note dated as of the Representatives shall otherwise instruct) closing date, providing for payment of the account of such Underwriter, against payment by or on behalf of such Underwriter balance of the purchase price therefor by wire transfer in five consecutive equal annual installments of principal, one installment being payable on each of the first five anniversaries of the closing date, until paid in full. Such note shall provide for the payment of interest with each annual payment of principal, computed to the date of payment upon the declining unpaid principal balance, at a floating rate equal to the prime rate of interest as published in The Wall Street Journal from time to time (the “Prime Rate”). Such note shall permit all or certified or official bank check or checkspart of the principal to be prepaid at any time without penalty, payable shall provide for acceleration of all future payments in the event of default in making any payment when due (but only if such default continues for more than five days after the maker’s receipt of written notice of default from the holder of such note) and shall provide that all payments on the note shall be credited, first, to interest accrued to the date of payment and, then, to installments of principal in the order of maturity. In the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices case of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified any purchase by Salomon Brothers in the written notice given by Salomon Brothers a designee of the Underwriters' election to purchase such Optional SharesCompany, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to said note shall be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested unconditionally guaranteed by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeCompany.

Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf closing of the Company and the Selling Shareholder to Salomon Brothersissuance, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checksfor, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to Initial Securities shall be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered made at the offices of ▇▇▇▇▇▇ & Bird LLP, ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. (Eastern time) on the "third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10) or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Location"Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and the Shares will delivery of such Option Securities shall be delivered made at the Designated Officeabove-mentioned offices, all or at such Closing Timeother place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. A meeting will Payment shall be held at made to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Location at 2:00 p.m. on Time or the New York Business Day next preceding relevant Date of Delivery, as the case may be, but such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" payment shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closerelieve such Underwriter from its obligations hereunder.

Closing and Payment. (i) The A closing of the purchase of Option Shares to be purchased by each Underwriter hereunderpursuant to Section 3(b), in definitive form, and in such authorized denominations and registered in such names 3(c) or 3(d) immediately above as Salomon Brothers may request upon a result of an Option Event shall take place at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf principal office of the Company within one hundred twenty (120) days after the occurrence of such Option Event. Notwithstanding any other provision of this Agreement, however, if the Option Event Value of such Option Shares has been determined pursuant to Section 3(g) below, (i) any Person who has elected to purchase any of such Option Shares shall have the right to thereafter reduce (including to zero) the number of Option Shares he, she or it has elected to purchase by a written notice thereof to the Optionor (and the Selling Shareholder other Persons who have elected to Salomon Brotherspurchase any of such Option Shares shall have oversubscription rights with respect to such reduction), through and (ii) such closing shall take place within the facilities thirty day period after such determination. At such closing, each Person purchasing Option Shares shall deliver to the Optionor against delivery of certificates duly endorsed and stock powers representing the Option Shares being acquired by such Person the Option Event Value per share payable in respect of such Option Shares. All of the Depository Trust Company ("DTC") (unless the Representatives foregoing deliveries shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares be deemed to be made available simultaneously and none shall be deemed completed until all have been completed. The price to be paid for checking and packaging any Option Shares purchased pursuant to this Section 3 may be paid, at least twenty-four hours prior the option of the purchaser, with a promissory note of the purchaser that (i) is fully recourse to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall bepurchaser, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to is secured by the purchased Option Shares, (iii) has a term not longer than three (3) years, (iv) provides for level, annual payments of principal over its term, (v) may be delivered prepaid in full or part at any time without penalty and (vi) provides for monthly payments of interest on its outstanding principal balance at a rate, adjusted annually on each Closing Time by or on behalf anniversary of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Timeits issuance, at which meeting the final drafts of the documents to be delivered pursuant least equal to the preceding sentence will be available for review by prime rate of interest as published from time to time in the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeWall Street Journal plus 1%.

Closing and Payment. If any option regarding the purchase of Units under any of the provisions in this Section 30 is exercised, then the purchase and sale of such Units shall be closed within the later of 60 days after the option is exercised or 30 days after the purchase price for the Units has been established, at the time and place reasonably specified by the Company. At the closing, the seller or sellers of such Units (the “Seller”) shall assign and transfer his Units to the purchaser of such Units (the “Purchaser”) free and clear of all restrictions, encumbrances, or claims, except for this Agreement, and the Purchaser shall pay to the Seller the purchase price for such Units by, at the Purchaser’s option, either: (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice Delivering to the Company and Seller the Selling Shareholder shall be delivered full purchase price by bank cashier’s check, bank wire, or on behalf of other means satisfactory to the Company and Seller; or (ii) Delivering to the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company Seller ("DTC"A) (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter 20% of the purchase price therefor for such Units by wire transfer bank cashier’s check, bank wire, or certified other means satisfactory to Seller, and (B) a promissory note for the balance of the purchase price, which promissory note shall be payable in five annual installments, with each such installment consisting of 20% of the original principal amount of that promissory note, plus all accrued interest on the declining unpaid principal balance calculated at a rate equal to the mid-term Applicable Federal Rate, with annual compounding, as announced by the Internal Revenue Service (the “Note Rate”), for the calendar month which includes the date of the promissory note. Each such promissory note shall permit all or official bank check or checksany part of the principal balance to be prepaid, payable without penalty, at any time, and shall provide that all payments on the promissory note shall be credited first to interest accrued to the date of payment and then to the installments of principal in the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time"maturity. (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares 8.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder this Agreement shall be delivered by or take place on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered Date" at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (, ▇▇▇▇▇. The Closing Date shall be the "Closing Location")first business day following the thirtieth calendar day after the last Acceptance Notice is given. 8.2.2 At such closing, and except as otherwise provided herein: (i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any. (ii) The purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the preceding sentence will be available for review terms of subsection 6 hereof, the down-payment required by the parties hereto. For terms of the purposes Third Party Offer; or (y) in the case of this a sale pursuant to Section 2 7 hereof, thirty three and Section 3(a)(iiione third (33 1/3%) belowpercent of the purchase price determined in accordance with subsection 7.3 hereof. (B) A promissory note, "New York Business Day" shall mean each Mondayin negotiable form, Tuesdayin the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 1.3 hereof, Wednesdayas the case may be, Thursday and Friday which is not bearing interest at the prime rate per annum in effect from time to time at a day on which banking institutions bank to be designated in New York are generally authorized or obligated York, New York, but in no event higher than the highest applicable rate permitted by law or executive order law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to closethe date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. The Shares shall be held in escrow until payment of the Note. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.

Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder Stockholders shall be delivered by or on behalf of the Company and the Selling Shareholder Stockholders to Salomon Brothers, through the facilities of the The Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling ShareholderCustodian, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ __, 1997 1999 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder Stockholders may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (a) Delivery of the Seller’s interest in such applicable Purchased Notes and Purchased Warrants shall be made to the Purchaser concurrently with the execution of this Agreement. The Purchase Price will be satisfied by (i) The the Purchaser’s transfer of the number of shares of common stock of Tilray as set forth on Schedule III (the “Consideration Shares”) and (ii) a cash payment equal to the cash consideration set forth on Schedule III (the “Cash Consideration”) to the Seller by wire transfer identified on Schedule IV in immediately available funds, as applicable, in accordance with Section 2(b) below. (b) Payment in the form of Cash Consideration shall be made on the date hereof, or such later date as the parties shall mutually agree (such date being herein called the “Settlement Date”). Payment in the form of Consideration Shares shall be made within five business days following the date on which Tilray’s shareholders approve (such date, the “Approval Date”) an increase in the number of authorized shares of common stock of Tilray in an amount sufficient to issue the Consideration Shares and an amount reasonably expected to be sufficient to issue the Top-Up Shares (as mutually agreed with the Seller) (such date being herein called the “Consideration Shares Payment Date”); provided, however, that, if the Approval Date has not occurred by the close of NASDAQ market trading on December 1, 2021, the Seller may, by providing written notice to the Purchaser, elect to receive an amount in cash equal to the aggregate Closing Date Share Consideration Amount in lieu of the Consideration Shares, such cash payment to be made by Purchaser to the Seller in accordance with Schedule III by the applicable wire transfer identified on Schedule IV in immediately available funds on the date that is no later than the third business day following Purchaser’s receipt of such election from the Seller. (c) Tilray shall file with the United States Securities and Exchange Commission, in its sole discretion, either a prospectus supplement under Rule 424(b) to its current Registration Statement on Form S-3 (333-233703) or a new resale registration statement on Form S-3 (in either case, the “Registration Statement”) to register the resale by the Seller of the Consideration Shares and any reasonably expected Top-Up Shares (as mutually agreed with the Seller), if any, within five business days following the Approval Date (the date on which the prospectus supplement is filed or the Registration Statement becomes effective, as applicable, the “Registration Effective Date”). In connection therewith, Tilray and the Seller agree to comply with their respective obligations set forth in Exhibit A attached hereto. (d) Within three business days following the earlier of (i) the Registration Effective Date and (ii) December 1, 2021 (such earlier date, the “Measurement End Date”), in the event that the Share Price on the trading day immediately preceding the Announcement Date is greater than the Share Price on the trading day immediately preceding the Measurement End Date, provided that neither the Seller nor any Affiliated Fund, as applicable, has Divested any Consideration Shares, the Purchaser shall deliver, or direct such delivery of, the Top-Up Shares to the Seller in accordance with Schedule III. For the avoidance of doubt, if the Consideration Shares have not been issued to the Seller and the Affiliated Funds prior to December 1, 2021, neither the Seller nor any Affiliated Fund will have any entitlement to Top-Up Shares and in no circumstances will any cash payment be purchased by each Underwriter hereunder, made in definitive formlieu of the issuance of Top-Up Shares. (e) Following the Settlement Date, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to accordance with the Company MedMen SPA, the Note and the Selling Shareholder shall Warrants (including Section 3.3 of the Warrants), this Agreement, the Purchased Notes and the Purchased Warrants will be delivered by or on behalf the Seller to the Company, and in accordance with Section 11.9 and Schedule 7.20 of the MedMen SPA the Company will execute and deliver a Note or Notes of the same type as the Purchased Notes and a Warrant or Warrants of the same type as the Purchased Warrants to the Seller and the Selling Shareholder to Salomon Brothers, through Purchaser in their respective names evidencing the facilities Obligations held by each following the assignment of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company Purchased Notes and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time"Purchased Warrants hereunder. (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.