Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. Annex B-1. (a) One business day prior to the Closing, Jefferies LLC (“Jefferies”) as closing agent (in such capacity, the “Closing Agent”) will contact the contact person for each Undersigned to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of Jefferies as the placement agent) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants will be delivered pursuant to Section 1.2.

Closing Mechanics. Annex B-1. (a) One business day prior The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Closing, Jefferies LLC Escrow Agent (“Jefferies”) as closing agent (in such capacity, the “Escrow Arrangement”). The Closing Agent”shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) will contact the contact person for each Undersigned to confirm the closing mechanics set forth hereinhereof. (b) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted first (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b1st) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days day of the Closing DatePeriod, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes Lease and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes Easement Assignment and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the PurchaserAcceptance Agreement, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes Lease Assignment and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing AgentAssumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or as soon as reasonably practicable thereafterwaived) in accordance with Section 6.5, the Closing Agent Seller shall disburse such funds (net assign and transfer all of the agreed amount of fees Membership Interests to Buyer and expenses of Jefferies as provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the placement agent) by wire transfer of immediately available funds Purchase Price to Seller, in each case, in accordance with the Company’s Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written wire instructions (which shall be provided notice from Seller to the Closing Agent at least one business day Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Date)Period, unless otherwise each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to Transaction on the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants will . (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to Section 1.2.subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Closing Date. 15

Closing Mechanics. Annex B-1. (a) One business day On or prior to the Closing, Jefferies LLC (“Jefferies”) as closing agent (in such capacity, the “Closing Agent”) will contact the contact person for each Undersigned to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m.5:00 p.m., New York City time, on the business day immediately preceding the Closing Date, the such Purchaser will pay the Aggregate Purchase Price full amount of the purchase price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.21.2 above. In the event that the such Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m.5:00 p.m., New York City time, on the business day immediately preceding the Closing Date as required by Section 1.2Date, the Closing Agent shall will be permitted (but shall will not be obligated), in its sole discretion, to fund the Aggregate Purchase Price purchase price for the Notes and Warrants being purchased on behalf of the such Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b1.3(a) shall will not relieve the such Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this the Note Purchase Agreement or for the breach of its obligations under this the Note Purchase Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the such Purchaser, the Closing Agent may direct the delivery and release of the Notes to the Closing Agent’s account pending payment by such Purchaser, and if the such Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall will thereafter be entitled to retain the certificates representing direct disposition of the Notes and Warrants and, if so requested by in such manner as it deems appropriate (including the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agentpurchase thereof for its own account). (cb) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the such Purchaser under the circumstances set forth in clause (b1.3(a) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the such Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price purchase price for the Notes and Warrants being purchased by such Purchaser, Purchaser plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the such Purchaser, and the such Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price purchase price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (dc) The receipt of funds by the Closing Agent from the such Purchaser shall be deemed to be irrevocable instructions from the such Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (ed) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)1.3(a) above) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall will disburse such funds (net of the agreed amount of fees and expenses of Jefferies as the placement agentPlacement Agent set forth in the Engagement Letter) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. 112027870 v8. (fe) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants purchased by such Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered pursuant to Section 1.21.2 above.

Closing Mechanics. Annex B-1. (a) One business day prior The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Closing, Jefferies LLC Escrow Agent (“Jefferies”) as closing agent (in such capacity, the “Escrow Arrangement”). The Closing Agent”shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) will contact the contact person for each Undersigned to confirm the closing mechanics set forth hereinhereof. (b) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted first (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b1st) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days day of the Closing DatePeriod, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes Lease and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes Easement Assignment and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the PurchaserAcceptance Agreement, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes Lease Assignment and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing AgentAssumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or as soon as reasonably practicable thereafterwaived) in accordance with Section 6.5, the Closing Agent Seller shall disburse such funds (net assign and transfer all of the agreed amount of fees Membership Interests to Buyer and expenses of Jefferies as provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the placement agent) by wire transfer of immediately available funds Purchase Price to Seller, in each case, in accordance with the Company’s Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written wire instructions (which shall be provided notice from Seller to the Closing Agent at least one business day Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Date)Period, unless otherwise each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to Transaction on the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants will . (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to Section 1.2subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Closing Date.

Closing Mechanics. Annex B-1. (a1) One business day On or prior to the Closing, Jefferies the Company shall (i) take all actions necessary to terminate the Data Return LLC 2006 Unit Option Plan (the “JefferiesUnit Option Plan”) as closing agent and the Data Return LLC 2006 Unit Appreciation Rights Plan (in such capacity, the “Closing AgentUnit Appreciation Rights Plan”) will contact (collectively referred to as the contact person for “Unit Plans”). In furtherance of the foregoing, all unit options granted under the Unit Option Plan (the “Unit Option Awards”) and all unit appreciation rights granted under the Unit Appreciation Rights Plan (the “UAR Awards”) that are outstanding immediately prior to the Closing Date shall be cancelled effective as of Closing and each Undersigned holder (the “Award Holders”) of the Unit Option Awards and the UAR Awards shall receive a cash payment equal to confirm the closing mechanics excess, if any, of the Fair Market Value (as defined in the Unit Plans) of the vested portion of the Units subject to each Unit Option Award or UAR Award, whichever applicable, over the aggregate exercise price (as set forth hereinin the individual award agreement) (the “Unit Award Payments”). (b2) On or before 9:00 a.m.At the Closing, New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail deliver to deliver all or any portion each of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted Sellers: (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(ba) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. Cash Consideration minus (di) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. Escrow Amount (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(cas defined above)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of Jefferies as the placement agent) by wire transfer of immediately available funds to an account or accounts designated in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent writing by each Seller at least one business day two Business Days prior thereto, (ii) the amount referred to in Section 1.7, (iii) any management, consulting or other fees payable to any of the Closing Date)Sellers, unless otherwise agreed to by (iv) the cost of the retirement the outstanding preferred stock of the Company and (v) all legal, broker and other fees payable by the Sellers in connection with the transaction (such net amount, the “Closing Agent. 112027870 v8 Seller Wires”) and (fb) Upon receipt certificates representing the Stock Consideration, duly and validly endorsed in favor of the purchase price from applicable Seller or accompanied by a separate duly and validly executed stock power (the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date“Stock Deliveries”). Immediately following the Company’s receipt of such funds, the Notes and Warrants will be delivered pursuant to Section 1.2.

Closing Mechanics. Annex B-1. (a) One business day prior The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Closing, Jefferies LLC Escrow Agent (“Jefferies”) as closing agent (in such capacity, the “Escrow Arrangement”). The Closing Agent”shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) will contact the contact person for each Undersigned to confirm the closing mechanics set forth hereinhereof. (b) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted first (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b1st) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days day of the Closing DatePeriod, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes Lease and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes Easement Assignment and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the PurchaserAcceptance Agreement, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes Lease Assignment and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing AgentAssumption Agreement. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or as soon as reasonably practicable thereafterwaived) in accordance with Section 6.5, the Closing Agent Seller shall disburse such funds (net assign and transfer all of the agreed amount of fees Membership Interests to Buyer and expenses of Jefferies as provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the placement agent) by wire transfer of immediately available funds Purchase Price to Seller, in each case, in accordance with the Company’s Escrow Arrangement and Seller and New Property Owner will enter into the Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. Upon written wire instructions (which shall be provided notice from Seller to the Closing Agent at least one business day Buyer, or Buyer to Seller, as applicable, on or prior to the then scheduled Closing Date)Period, unless otherwise each of Seller and Buyer shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond the December 28, 2017, and in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller’s and Buyer’s respective obligations to consummate the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to Transaction on the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants will . (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to Section 1.2subsections 6.2(a) through (c) and 6.2(g)) shall be delivered to Escrow Agent on the Closing Date.

Closing Mechanics. Annex B-1. (a) One business day prior to The purchase and sale of the Purchased Assets and the assumption of the Assumed Obligations will take place in a series of closings at the offices of Buyer (each a “Closing” and, Jefferies LLC (“Jefferies”) as closing agent (in such capacitycollectively, the “Closings”), with the first such Closing Agent”) will contact to take place on April ___, 2014 (the contact person for each Undersigned "Initial Closing Date"), and subsequent Closings to confirm the closing mechanics take place on such dates set forth on the Closing Schedule, or as otherwise designated by the Buyer, until the final Closing, which must occur on or before May 31, 2014. As used herein, the date of the final Closing shall be referred to as the "Final Closing Date" and the date of any Closing shall be referred to as a “Closing Date”. Each Closing shall be effective as of 11:59 p.m. on the Closing Date applicable to such Closing. (b) On or before 9:00 a.m.the Initial Closing Date, New York City timeSeller shall sell and deliver to Buyer, and Buyer shall purchase from Seller good and valid title (free and clear of any Encumbrances) to the Intellectual Property Assets and the Portfolio Assets identified to be transferred and sold on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder Schedule to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, be sold on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Initial Closing Date, the Closing Agent shall thereafter be entitled other than any Portfolio Assets related to retain the certificates representing the Notes and Warrants and, if so requested any Portfolio Accounts properly withdrawn by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to Buyer or as directed by the Closing AgentSeller in accordance with Section 7.4. (c) In On all Closing Dates other than the event that the Initial Closing Agent Date, Seller shall have funded the sell and deliver to Buyer, and Buyer shall purchase from Seller good and valid title (free and clear of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (bany Encumbrances) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes Portfolio Assets identified to be transferred and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, sold on the Closing Schedule to be sold on such Closing Date, the Purchase Price shall equal the purchase price for such Notes and Warrants plus an amount equal other than any Portfolio Assets related to the Closing Agent’s cost of intraday funds for such purchaseany Portfolio Accounts properly withdrawn by Buyer or Seller in accordance with Section 7.4. (d) The receipt On the Final Closing Date, the Seller shall sell and deliver to Buyer, and the Buyer shall purchase from Seller good and valid title (free and clear of funds any Encumbrances) to the Portfolio Assets related to all Portfolio Accounts that have not been purchased by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfiedBuyer prior thereto, other than any Portfolio Account properly withdrawn by Buyer or Seller in accordance with Section 7.4. (e) Funds received by The Buyer shall not be permitted to purchase any Portfolio Accounts with respect to a particular Customer at a Closing unless the Closing Agent on behalf of Buyer purchases all Portfolio Accounts with respect to such Customer at such Closing. (f) The Seller hereby agrees that, during the Company pursuant to this Section 1 (or funded by period from the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Signing Date through each applicable Closing Date, or the Seller will cooperate in good faith with the Buyer in making joint communications from the Seller and the Buyer to each Customer whose Portfolio Accounts are to be sold to the Buyer on such Closing Date, which communications shall be subject to the Seller’s reasonable approval and shall contain notice of the pending sale of such Customer’s Portfolio Accounts to the Buyer and such other information as soon may be necessary in order to assist with an orderly transition of responsibilities as reasonably practicable thereafterlender/factor with respect to such Portfolio Accounts from the Seller to the Buyer. The Buyer hereby agrees that, until the Closing Agent shall disburse such funds (net of the agreed amount sale of fees and expenses of Jefferies as the placement agent) by wire transfer of immediately available funds Portfolio Accounts with respect to a particular Customer in accordance with the Company’s written wire instructions terms hereof, the Buyer shall not make or have any communications with such Customer except for the joint communications described in the preceding sentence. (which shall be provided g) At each Closing, the Buyer will pay the Preliminary Closing Payment and assume the Assumed Obligations corresponding to the Closing Agent at least one business day prior to Portfolio Accounts specified in the Closing Date)Schedule for such Closing, unless otherwise agreed such Closing Payment to by the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants will be delivered pursuant to paid in accordance with Section 1.24.2.

Closing Mechanics. Annex B-1. (a) One business day prior to At the Closing, Jefferies LLC (“Jefferies”) as closing agent (the Selling Stockholders will surrender or cause to be surrendered the certificates representing the shares of Company Common Stock owned by them with executed letters of transmittal in such capacity, the “Closing Agent”) will contact the contact person for each Undersigned to confirm the closing mechanics set forth hereinform as requested by Buyer. (b) On or before 9:00 a.m., New York City time, on At the Closing Dateand upon receipt of certificates representing all shares of Company Common Stock and executed transmittal letters, and the Purchaser additional documents, certificates and agreements referenced in this Section 3.2, Buyer will pay deliver certificates in the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion names of the purchase price for Selling Stockholders representing the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf number of whole shares of Buyer Common Stock that represents 80% of the Purchaser; providednumber of shares of Buyer Common Stock to which each Selling Stockholder is entitled to receive as Merger Consideration, however, that the funding of the purchase plus cash in lieu of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agentfractional shares. (c) In At the event that Closing, the Closing Agent shall have funded the purchase stock transfer books of the Notes Company shall be closed and Warrants on behalf no transfer of shares of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser Company Common Stock shall be obligated to repay the Closing Agent in exchange for the release made thereafter, other than transfers of shares of the Notes and Warrants Company Common Stock that have occurred prior to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchaseEffective Time. (d) The receipt At the Closing, executed copies of funds the Key Employee Retention Agreements (as defined below) required by the Closing Agent from the Purchaser Buyer shall be deemed delivered to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfiedBuyer. (e) Funds received by At the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafterClosing, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of Jefferies as the placement agent) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company Buyer and the Closing Agent. 112027870 v8Selling Stockholders will execute a Registration Rights Agreement in substantially the same form as Appendix 3. (f) Upon receipt At the Closing, the Company will deliver written waivers of any pre-emptive rights available to it and to the stockholders of the purchase price from Company with respect to the Purchasersale or transfer of the shares owned by the Selling Stockholders pursuant to the Merger, other than the waiver thereof by Buyer which is hereby granted. (g) At Closing the Company shall deliver the officer's certificates and other documents, certificates, instruments, or agreements referenced in Article VIII and elsewhere in this Agreement. (h) At the Closing, the Closing Agent will cause the delivery President and Secretary of such funds to the Company, pursuant to written instructions from the Company will execute and deliver the certification requested by Buyer in substantially the same form as attached hereto as Appendix 4 hereto. (which shall be provided to i) At the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such fundsClosing, the Notes and Warrants Contingent Merger Consideration will be delivered pursuant to the Contingent Merger Consideration Escrow Agent. (j) At the Closing, the Company will deliver the certificates from the Selling Stockholders referenced in Section 1.27.10 of this Agreement. (k) At the Closing, Xxxxx Xxxxxx and Xxxx Xxxx will each execute an employment agreement in the form attached to their respective versions of the Related Agreement. (l) At the Closing, Buyer will deliver certificates in the names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that represents 20% of the number of shares of Buyer Common Stock to which each such Selling Stockholder is entitled to receive as Merger Consideration, plus cash in lieu of any fractional shares, to the Merger Consideration Escrow Agent (the "Merger Consideration Escrow Shares"). (m) At the Closing, the employee retention agreements attached to the Related Agreements executed by the individuals referenced in the third recital to this Agreement will each be executed. (n) At the Closing, Buyer will deliver certificates in the names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that may be disbursed as the Contingent Merger Consideration, plus cash in lieu of any fractural shares, to the Escrow Agent referenced in the form of Escrow Agreement attached as Appendix 10 to this Agreement. (o) At the Closing, the Related Contingent Merger Consideration column in the chart included in Appendix 2 will be adjusted to reflect the number of whole shares of Buyer Common Stock related to each Company Target consistent with the provisions of Sections 3.1(c) and (d). (p) At the Closing, the parties to the escrow agreements contemplated in Section 7.8 and Appendix 2, will execute and deliver, or cause to be executed and delivered, the escrow agreements contemplated therein in substantially the same form as Appendix 9 and 10 to this Agreement subject to revision by the escrow agent identified in such agreements.

Closing Mechanics. Annex B-1. (a) One Set forth on Schedule 1.8 hereto is an outline of the transaction mechanics (the “Closing Mechanics”), including, without limitation, the transactions set forth in Section 1.1. At least three (3) business day days prior to the ClosingClosing Date, Jefferies LLC Xxxxxx Holding shall deliver to HSI a certificate (“Jefferies”) as closing agent (in such capacity, the “Closing AgentDate Certificate”) will contact the contact person for each Undersigned to confirm the closing mechanics ), which shall set forth hereinestimates of the Aggregate Preferred Face Amount, the Refinancing Expenses and the Existing Net Debt. The amounts set forth on the Closing Date Certificate shall be used for purposes of Closing Mechanics at the Closing, provided that any payments and distributions made in accordance with Schedule 1.8 shall be subject to adjustment following the Closing as set forth in Section 1.8(b) below. (b) On or before 9:00 a.m.Within ten (10) days after the Closing, New York City timethe Xxxxxx Group shall deliver to Xxxxxx Holding a statement setting forth the actual Aggregate Preferred Face Amount, the Refinancing Expenses and Existing Net Debt (the “Final Closing Statement”), which statement shall set forth in reasonable detail the actual Refinancing Expenses and Existing Net Debt as of the Closing. If Xxxxxx Holding delivers a dispute notice to the Xxxxxx Group within ten (10) days after receipt by Xxxxxx Holding of the Final Closing Statement, then Xxxxxx Holding and the Xxxxxx Group will attempt to resolve and finally determine and agree upon the Final Closing Statement as promptly as practicable. If Xxxxxx Holding and the Xxxxxx Group are unable to agree upon the Final Closing Statement within thirty (30) days any items remaining in dispute, at the request of either party at any time after the HSI Negotiation Period, shall be submitted to the Accounting Firm to resolve such dispute pursuant to the dispute resolution provisions of Section 2.2(c) hereof, mutatis mutandis. Upon final determination of the amounts set forth on the Final Closing DateStatement, the Purchaser will pay the Aggregate Purchase Price for the Notes all payments and Warrants being purchased hereunder distributions made pursuant to the Closing Agent Mechanics shall be recalculated as required by Section 1.2. In though the event that amounts set forth on the Purchaser shall fail to deliver all or any portion Final Closing Statement were used for purposes of the purchase price for Closing, and each of the Notes Xxxxxx Holding Members and Warrants being purchased on Xxxxxx Holding agrees to make such payments or before 9:00 a.m., New York City time, distributions as may be necessary to true-up any such payments and distributions to reflect the amounts set forth on the Final Closing Date as required by Section 1.2, Statement. The parties acknowledge that HSI and its representatives on the Closing Agent Company Board shall be permitted (but shall not be obligated), in its sole discretion, have the right to fund exercise the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf rights of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to Xxxxxx Holding under this Section 1.3(b1.8(b) shall not relieve (including the Purchaser or the Undersigned resolution of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agentdisputes). (c) In Notwithstanding anything contained herein to the event that contrary, (i) the aggregate cash payment by HSI pursuant to the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) aboveMechanics is equal to $55,323,439,22, such Purchaser shall be obligated subject to repay the Closing Agent in exchange adjustment for the release amount of Refinancing Expenses (other than the Notes payments, if any, required by Article 2), and Warrants (ii) immediately after giving effect to all the Purchaser at a purchase price for the Notes and Warrants equal to 100transactions contemplated hereby, HSI shall own, directly or indirectly, 50.1% of the Aggregate Purchase Price for the Notes outstanding equity interests in Xxxxxx Holding and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser there shall be deemed to be irrevocable instructions from the Purchaser only one class of outstanding Equity Securities of Xxxxxx Holding and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of Jefferies as the placement agent) by wire transfer of immediately available funds MergerSub in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and Warrants will be delivered pursuant to Section 1.2Mechanics.