Common use of Closing Payment Clause in Contracts

Closing Payment. At the Closing, Buyer shall have sufficient cash available lines of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreement.

Closing Payment. (a) No later than 6:00 pm local time in New York, NY on the date on which the Offer has concluded, the Purchaser shall notify the Seller in writing of the Purchaser Trust Amount upon conclusion of the Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Purchaser Trust Amount”). (b) At least five Business Days prior to the Closing, the Seller shall deliver to the Purchaser a written schedule setting forth the Seller’s good faith estimate as of the Closing, together with reasonable supporting detail, of (i) the Seller Transaction Expenses, (ii) Seller-Paid Purchaser Transaction Expenses, (iii) Company Transaction Expenses, (iv) any Net Working Capital Adjustment, (v) any Excess Capital Expenditures Adjustment, (vi) any Aggregate Acquisition Adjustments, (vii) any Unpaid Pre-Closing Income Taxes, (viii) any Overpaid Pre-Closing Income Taxes, (ix) Outstanding Indebtedness, and (x) Cash. At least two Business Days prior to the Closing, the Purchaser shall deliver to the Seller a written schedule setting forth the Purchaser’s good faith estimate as of the Closing, together with reasonable supporting detail, of (A) the unpaid Purchaser Transaction Expenses, (B) the Preferred Offering Proceeds and (C) the Common Offering Proceeds. (c) Following receipt of the Final Purchaser Trust Amount and the estimates referenced in Section 2.03(b), and at least two Business Days prior to the Closing, the Seller shall deliver to the Purchaser a written schedule (the “Closing Statement”) setting forth the Seller’s good faith calculation, together with reasonable supporting detail, of (i) the Total Purchase Price and the components thereof, (ii) the Cash Purchase Price and the components thereof, (iii) the number of shares of Purchase Price Common Stock to be issued and (iv) the allocation (the “Allocation”) of the Total Purchase Price, any post-Closing payments payable to the Seller pursuant to Section 5.18 and any assumed liabilities treated as amounts realized and any other relevant amounts for U.S. federal income Tax purposes to the stock of each of NRC US Holding Company, LLC, NRC Int. Holding Company, LLC and SES Holdco, LLC. The Closing Statement shall also include a certificate signed by an authorized officer of the Seller, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the Acquired Entities. The Purchaser shall be entitled to review and make reasonable comments and revisions to the Closing Statement. The Seller will reasonably cooperate with the Purchaser in the review of the Closing Statement, including providing the Purchaser and its Representatives with reasonable access to the relevant books, records and employees of the Acquired Entities in order for the Purchaser to review the Closing Statement. The Seller will cooperate reasonably with the Purchaser to revise the Closing Statement to the extent necessary to reflect any of the Purchaser’s reasonable comments. If the Closing Statement is so revised, such revised Closing Statement, or if the Purchaser had no such comments, then the initial Closing Statement shall be deemed to be the final “Closing Statement,” in each case as approved in writing by Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed). (d) At the Closing, Buyer the Purchaser shall have sufficient cash available lines of credit pay or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required cause to be paid in connection with cash, by wire transfer of immediately available funds: (i) the Debt Commitment Letter that are payable on or prior Seller Transaction Expenses, in the amounts and to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly accounts set forth in the Debt Commitment Letter. As of Closing Statement; (ii) the date hereofunpaid Purchaser Transaction Expenses, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on in the part of Buyer or amounts and to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement accounts set forth in the Debt Commitment Letter inaccurate in any material respect. As of Closing Statement, which Purchaser Transaction Expenses shall first be paid from the date hereof and assuming satisfaction of Non-Trust Expense Account; and (iii) the conditions set forth in Sections 6.01 and 6.03Cash Purchase Price, Buyer does not have any reason to believe that any of less the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject Seller Transaction Expenses paid pursuant to any conditions precedent clause (i) above, to the obligations of accounts designated by the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true Seller and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementClosing Statement.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall have sufficient cash available lines of credit make, or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts cause to be paid by it pursuant to and in connection with this Agreement and made, the Debt Financing following payments (collectively, the “Acquisition AmountsClosing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”). Without limiting , the generality sum of US$5,000,000 (the foregoing“Purchase Price Adjustment Escrow Amount”), a true which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and complete copy established and funded pursuant to the terms of the commitment letterthat certain Escrow Agreement, dated as of the date hereofClosing Date, by and among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders theretoOronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Debt Commitment LetterPurchase Price Adjustment Escrow Agreement”), has been provided . The Purchase Price Adjustment Escrow Amount shall be utilized to Parent, fund any obligations of Sellers pursuant to which any adjustment to the lenders Estimated Purchase Price pursuant to Section 2.3 (and other Persons party thereto (collectivelyany amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the “Lenders”) have agreed, Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth thereinin Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, to provide debt financing in the amounts set forth therein shall serve as security for the purposeLocal Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, among otherssuch remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or transactions contemplated (except for amendments to add additional Lenders theretohereby), and will be held by the Debt Commitment Letter has not been withdrawn, terminated or rescinded Local Sellers’ Escrow Agent in any respectescrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. Buyer has fully paid or caused to be fully paid any and all commitment All fees or other fees required to be paid charged by the Local Sellers’ Escrow Agent in connection with the Debt Commitment Letter that are payable on or prior Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the date hereof. The Debt Commitment Letter is Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in full force an escrow account to be known as the “Oronite Indemnification Escrow Account” and effect established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the date hereofClosing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Debt Commitment Letter is a validOronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, legal, binding and an enforceable obligation will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and the other Persons party thereto50% by Oronite; (4) to Oronite, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related an amount equal to the funding Oronite Percentage of the full Estimated Purchase Price minus the Oronite Percentage of the amount of the Debt Financing other than Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as expressly set forth required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Debt Commitment Letter. As Local Sellers’ Percentage of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on Estimated Purchase Price minus the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion Local Sellers’ Percentage of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on Purchase Price Adjustment Escrow Amount minus the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true Local Sellers’ Indemnification Escrow Amount and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreementsminus withholding Taxes, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investingif any, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementrequired by applicable Laws.

Closing Payment. At least five Business Days prior to the Closing, Buyer the Company shall have sufficient cash available lines deliver to Purchaser a written statement (the “Estimated Closing Statement”), signed by a duly authorized officer of credit or other sources the Company, setting forth its good faith estimate of immediately available funds to enable it to pay (a) the Base Purchase Price Closing Working Capital (the “Estimated Closing Working Capital”) and Prepayment Premium Closing Working Capital Adjustment Amount, (b) the amount of the Cash Adjustment Amount (the “Estimated Closing Cash Adjustment Amount”), (c) the amount of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (d) the amount of the Closing Company Service Provider Termination Expenses (the “Estimated Company Service Provider Termination Expenses”), (e) the amount of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and promptly pay (f) the Closing Payment (the “Estimated Closing Payment”), in each case, together with reasonably detailed supporting calculations and documentation for such estimates and together with payment and wire instructions for each of the Estimated Closing Payment, any other amounts Estimated Closing Indebtedness, the Estimated Company Service Provider Termination Expenses, and the Estimated Closing Transaction Expenses payments to be paid made by it pursuant to and in connection with this Agreement and Purchaser at the Debt Financing Closing (collectively, the “Acquisition AmountsPayment Instructions”). Without limiting During the generality period beginning on the date of delivery of the foregoing, a true and complete copy of Estimated Closing Statement by the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or Company until one Business Day prior to the date hereof. The Debt Commitment Letter is Closing Date, the Company shall give Purchaser an opportunity to provide comments on the Estimated Closing Statement, shall work in full force good faith to resolve any differences the Company and effect as Purchaser may have with respect to any of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to amounts or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly calculations set forth in the Debt Commitment Letter. As of the date hereofEstimated Closing Statement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date orand, to the Knowledge of Buyerextent reasonably requested by Purchaser, the Company will make any assumption or statement set forth available to Purchaser and its representatives the work papers and other books and records used in preparing the Debt Commitment Letter inaccurate in any material respect. As Estimated Closing Statement and afford Purchaser and its representatives reasonable access to the relevant personnel and external representatives of the date hereof and assuming satisfaction Company to verify the accuracy of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions such amounts to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementextent deemed reasonably necessary by Purchaser.

Closing Payment. At (a) The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, and less an amount equal to One Million Nine Hundred Thousand Dollars ($1,900,000.00) (the "Liability Escrow”) which shall be held in escrow by Escrowee in accordance with the terms of this Section 3.3 and an escrow agreement (the “Liability Escrow Agreement”), in form similar to the Escrow Agreement attached hereto as Exhibit O and executed by Buyer, Escrowee, Seller, shall be paid by Purchaser, by wire transfer of immediately available federal funds to an account or accounts designated in writing by Seller on the Closing Date (as hereinafter defined) (the amount being paid under this Section being herein called the “Closing Payment”). (b) After the Closing, Buyer if Purchaser should file a suit for Seller’s breach of Section 7 of this Agreement in accordance with this Agreement, including, without limitation Sections 9.1 and 11.2 (and the limitations of the Liability Ceiling and Liability Floor), in the appropriate court of law in the State of Ohio, and Purchaser notifies Seller and Escrowee of such suit in writing, then Escrowee shall promptly deposit the Liability Escrow (together with any interest earned thereon) currently being held by Escrowee into the applicable court of law and interplead Purchaser and Seller. (c) Provided Escrowee has not previously deposited the Liability Escrow into an applicable court of law in accordance with Section 3.3(c) above, on that date that is one hundred twenty (120) days after the Closing, Escrowee shall release and deliver to Seller one half (1/2) of the Liability Escrow (the ½ of the Liability Escrow, together with ½ of any interest earned thereon, is herein after referred to as the “First Half”) to Seller, and from and after that 120th day Seller shall have sufficient cash available lines no further liability or obligation to Purchaser with respect to the First Half. Immediately upon the Claim Expiration Date, provided Escrowee has not previously deposited the Liability Escrow into an applicable court of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and law in connection accordance with this Agreement and the Debt Financing (collectivelySection 3.3(c) above, the “Acquisition Amounts”). Without limiting the generality remainder of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. Liability Escrow (together with the Fee Letter (as defined belowinterest earned thereon) held by Escrowee, shall be released and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided delivered to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto)Seller, and the Debt Commitment Letter has not been withdrawn, terminated from and after Claim Expiration Date Seller shall have no further liability or rescinded in any respect. Buyer has fully paid or caused obligation to be fully paid any and all commitment fees or other fees required Purchaser with respect to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementLiability Escrow.

Closing Payment. At (a) Parent will make the Closing Payment in accordance with and subject to the following limitations: (i) The maximum aggregate number of Parent Shares to be used by Parent to pay consideration to all Former Equity Owners (whether as part of the Closing Payment, as part of any Escrowed Shares, or as part of any later payment of Merger Consideration) will not exceed the Parent Share Limit; (ii) That portion of the Closing Payment to be paid to any Non-Accredited Investor will be paid entirely in cash out of that portion of the Net Closing Cash referred to in Section 2.4(b)(iii)(C); (iii) Subject to the limitations set forth in Sections 2.5(a)(i) and (ii), that portion of the Closing Payment to be paid to any Accredited Investor will be paid in such combination of (A) Parent Shares and (B) cash as is determined pursuant to the Parent Shares/Cash Allocation Procedures. For the avoidance of doubt, if and to the extent any portion of the Closing Payment to be made to any Former Equity Owner is withheld as contemplated by Section 2.7, unless otherwise determined by Parent, that withholding will be deducted from the Net Closing Cash and any amount so withheld will be treated as having been paid to the Former Equity Owner for all purposes of this Agreement. (b) Parent will deliver that portion of the Closing Payment Parent Shares that is to be paid to each Former Equity Owner through the Transfer Agent so that the Parent Shares so delivered will be held in the name of the Former Equity Owner immediately after the Closing; except that in the case of any Former Equity Owner who has not delivered to Parent, by not later than two Business Days before the Closing, Buyer shall have sufficient cash available lines an accredited investor letter in such form as Parent may reasonably require, the completion of credit the transfer of the Parent Shares to the Former Equity Owner will be delayed by the Transfer Agent until Parent has received such an accredited investor letter from the Former Equity Owner after the Closing. (c) Parent will deliver the Escrowed Shares to the Transfer Agent to be held as contemplated in Section 2.4(b)(i). (d) Each book-entry confirmation representing any of the Closing Payment Parent Shares (including the Escrowed Shares) will be subject to stop transfer instructions and will be stamped or other sources otherwise imprinted with a legend substantially in the following form: “THE SECURITIES REPRESENTED BY CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.” (e) Each book-entry confirmation representing any of the Escrowed Shares will be subject to stop transfer instructions and will be stamped or otherwise imprinted with a legend (the “Escrow Legend”) substantially in the following form: “THE SALE OR OTHER TRANSFER OF THESE SECURITIES REPRESENTED BY CONFIRMATION, WHETHER VOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS, AS WELL AS A POTENTIAL OBLIGATION TO SURRENDER THE SECURITIES, BY ACTION OF THE REPRESENTATIVE, IN CERTAIN CIRCUMSTANCES, ALL AS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER BETWEEN DERMA SCIENCES, INC., DB MERGER SUB ONE, LLC, BIOD, LLC, AND CYXXXXX XXXXXXXXX XS REPRESENTATIVE, DATED JULY 27, 2016. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF DERMA SCIENCES, INC.” (f) Parent will pay that portion of the Net Closing Cash that is to be paid to each Former Equity Owner in accordance with the Closing Payment Spreadsheet and by wire transfer of immediately available funds pursuant to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts wire transfer instructions to be provided by Representative concurrently with the Closing Payment Spreadsheet; except that in the case of any Former Equity Owner who has not delivered to Parent a duly executed and valid Form W-9 (or Form W-8BEN in the case of a non-resident alien individuals or foreign entities) (any such duly executed and Valid Form W-9 or Form W-8BEN, as the case may be, a “Valid Form W-9 or W-8BEN”) or with respect to which wire transfer instructions have not been so delivered, Parent will retain the cash that would otherwise have been paid to that Former Equity Owner, to be held until Parent has received a duly executed and Valid Form W-9 or W-8BEN or wire transfer instructions, as the case may be, and then paid by it pursuant Parent to the Former Equity Owner. (g) No interest will be paid to or accrued in favor of any Former Equity Owner with respect to payments of any Merger Consideration that is paid at any time after the Closing Date in accordance with any provision of this Section 2.5. (h) Any portion of the Closing Payment that remains unclaimed by the Former Equity Owners after the first anniversary of the Closing Date will be returned to Parent, upon demand, and in connection with this Agreement and any such Former Equity Owner who has not delivered a Valid Form W-9 or W-8BEN or an accredited investor letter, as the Debt Financing (collectivelycase may be, on or before that first anniversary, may thereafter look only to Parent for payment of the “Acquisition Amounts”)Closing Payment. Without limiting the generality of Notwithstanding the foregoing, Parent will not be liable to any Former Equity Owner for any amounts paid to a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, Government Entity pursuant to which applicable abandoned property, escheat or similar applicable Laws. Any amounts remaining unclaimed by Former Equity Owners by the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, second anniversary of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or(or such earlier date, immediately before such time when the amounts would otherwise escheat to or become property of any Government Entity) will become, to the Knowledge extent permitted by applicable Laws, the property of Buyer, make Parent free and clear of any assumption claims or statement set forth in the Debt Commitment Letter inaccurate in interest of any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementPerson previously entitled thereto.

Closing Payment. At the Closing, Buyer Sellers shall have sufficient cash available lines deliver to Purchaser the Sellers' good faith written estimate of credit or other sources the Separate Asset Value and the net amount of the Adjustments as of Closing. Purchaser shall pay to Sellers at Closing, by wire transfer of immediately available funds funds, an amount equal to enable it to pay (a) the Base Purchase Price Price, plus (b) ninety percent (90%) of the Sellers' estimate of the Separate Asset Value and Prepayment Premium and promptly pay any other amounts net Adjustments. Within thirty (30) days after Closing, Sellers shall deliver to be paid by it pursuant to and in connection with this Agreement Purchaser the Sellers' final statement of the Separate Asset Value and the Debt Financing Adjustments, and Purchaser shall have thirty (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true 30) days to review such statement and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant object to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes any matter set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no The Sellers shall furnish Purchaser with such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), information and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid documents as Purchaser shall reasonably request in connection with its review. If the Debt Commitment Letter that are payable on or prior Purchaser does not object to such statement within thirty (30) days after its receipt thereof, then such calculations shall be final and 10 binding upon all parties of interest. If the date hereof. The Debt Commitment Letter is Purchaser objects to Sellers' calculations in full force and effect as writing within such thirty (30) day period, then representatives of the date hereofparties shall meet promptly thereafter to resolve any disputes. The Debt Commitment Letter is a valid, legal, binding and To the extent the parties cannot reach an enforceable obligation of Buyer and agreement on the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than Separate Asset Value or Adjustments, then such dispute shall be referred to a mutually agreeable accounting firm in St. Louis, Missouri (the "Independent Accounting Firm") for a final determination, the cost of such determination to be divided equally between Purchaser and Sellers, as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred whicha group, with or without notice, lapse of time or both, would constitute a default or breach on Sellers' portion to be deducted from the part of Buyer or to Purchase Price. Within three (3) business days after the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on Separate Asset Value and Adjustments has been finally determined, whether by the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations concurrence of the parties thereunder (including pursuant to any “flex” provisions in Purchaser, the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount failure of the Debt Financing available Purchaser to Buyer at object, or the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, determination of the full amount Independent Accounting Firm, the Purchaser shall pay to Seller the balance of the Debt Financing other than as expressly set forth in Separate Asset Value and Adjustments, or the Debt Commitment Letter. Buyer acknowledges that Seller shall refund to Purchaser the receipt amount by which ninety percent (90%) of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementestimate at Closing exceeds the actual Separate Asset Value and Adjustments, whichever applies.

Closing Payment. At the Closing, the Buyer shall have sufficient cash available lines Entities (or their Affiliates) will make the following payments (together, the “Closing Payment”): (i) $5,000,000 (the “Escrow Amount”) will be deposited with Xxxxx Fargo Bank, National Association (the “Escrow Agent”), to be held pursuant to the terms of credit or other sources an escrow agreement in the form of Exhibit A (the “Escrow Agreement”), entered into by the Buyer, the Sellers’ Representative, and the Escrow Agent; (ii) $95,000,000, less the sum of (v) the amount of Closing Indebtedness, (w) the amount of any Change of Control Payments, (x) the amount of Seller Transaction Expenses, (y) the amount of Unpaid 2010 Bonuses and Commissions, and (z) if required pursuant to Section 5.8(b), the Eiber Estimated Settlement Amount, will be paid to the Sellers’ Representative (for the benefit of the Seller Parties) by wire transfer of immediately available funds to enable it to pay an account designated in writing by the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to Sellers’ Representative; (iii) the amount of the Closing Indebtedness shall be paid by it pursuant to the Sellers’ Lenders in accordance with the instructions set forth in the Payoff Letters; (iv) the Seller Transaction Expenses shall be paid to each provider of services set forth in the Payoff Letters; (v) the Change of Control Payments shall be paid to the parties required to receive such payments as set forth on Schedule 1.9(c)(v); and (vi) the Unpaid 2010 Bonuses and in connection with this Agreement and Commissions shall be paid to the Debt Financing parties entitled to receive such payments as set forth on Schedule 1.9(c)(vi). The Seller Parties will deliver to the Buyer evidence of receipt of the Closing Payment (collectivelyincluding the amount of the Closing Indebtedness, the “Acquisition Amounts”). Without limiting Seller Transaction Expenses, the generality Change of Control Payments) and of payment of the foregoingUnpaid 2010 Bonuses and Commissions, a true and complete copy evidence of the commitment letter, dated as payment of any payroll amounts owed to employees of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders theretoSellers, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders Seller Foreign Subsidiaries and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, Pipeline Seal U.K. on account of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable period ending on or prior to the date hereof. The Debt Commitment Letter is Closing Date, in full force and effect as of the date hereof. The Debt Commitment Letter is a valideach case, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related reasonably satisfactory to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreement.

Closing Payment. At No later than five (5) Business Days prior to the ClosingClosing Date, Buyer the Stockholders’ Representative shall have sufficient cash available lines deliver to Purchaser (i) an unaudited balance sheet of credit or other sources the Insurance Company as of the last day of the month ended immediately available funds prior to enable it the Closing Date (the “Estimation Date”) but giving effect to the distribution of the Extraordinary Dividend, prepared in accordance with SAP Consistently Applied (the “Estimated Closing Balance Sheet”), (ii) the Stockholders’ calculation of the Statutory Surplus based on the Estimated Closing Balance Sheet (the “Estimated Closing Statutory Surplus”) and the Liquid Asset Valuation (the “Estimated Closing Liquid Asset Valuation”), each as of the Estimation Date, (iii) the amount of any adjustments to the Closing Payment pursuant to this Section 2.7 and (iv) the amount necessary to pay off the Closing Debt as contemplated by Section 5.16. The Closing Payment will equal the Base Purchase Price, adjusted as follows: (a) (1) if the Estimated Closing Statutory Surplus is less than the Target Surplus, the Base Purchase Price shall be reduced by an amount equal to the amount by which the Target Surplus exceeds the Estimated Closing Statutory Surplus; and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and (2) if the Debt Financing (collectivelyEstimated Closing Statutory Surplus is greater than the Target Surplus, the “Acquisition Amounts”). Without limiting Base Purchase Price shall be increased by an amount equal to the generality of amount by which the foregoing, a true and complete copy of Estimated Closing Statutory Surplus exceeds the commitment letter, dated as of Target Surplus; and (b) (1) if the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with Estimated Closing Liquid Asset Valuation is less than the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders theretoTarget Liquid Asset Valuation, the “Debt Commitment Letter”), has been provided Base Purchase Price shall be reduced by an amount equal to Parent, pursuant to the amount by which the lenders Target Liquid Asset Valuation exceeds the Estimated Closing Liquid Asset Valuation; and other Persons party thereto (collectively2) if the Estimated Closing Liquid Asset Valuation is greater than the Target Liquid Asset Valuation, the “Lenders”) have agreed, subject Base Purchase Price shall be increased by an amount equal to the terms and conditions set forth therein, to provide debt financing in amount by which the amounts set forth therein for Estimated Closing Liquid Asset Valuation exceeds the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementTarget Liquid Asset Valuation.

Closing Payment. (i) At the Closing, Buyer Purchaser shall have sufficient cash available lines of credit or other sources of immediately available funds pay to enable it Company US$ 4.5 million dollars (the “Purchase Price”), as adjusted pursuant to pay subparagraph (ii) below, in accordance with this Section 2.2(a). Initially, the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to entire amount shall be paid by it pursuant HK Purchaser, but once the Closing Statement has been finalized in accordance with Section 2.5, the Purchase Price shall be allocated by the two Purchaser entities with respect to and in connection with this Agreement and the Debt Financing Other Assets (collectivelysuch allocated amount, the “Acquisition AmountsOther Assets Purchase Price”) and the Intellectual Property Assets (such allocated amount, the “Intellectual Property Assets Purchase Price”). Without limiting Purchaser shall provide notice of such allocations to Company, and such allocations shall be used by the generality Parties in any bookkeeping or Tax Returns. (ii) At Closing, the Purchase Price will be increased or decreased by the amount that the “Estimated Closing Working Capital” is greater or less than US$ 250,000. At least 3 Business Daysprior to the anticipated Closing Date, Company will have preparedand deliveredto Purchaser pursuant to the Parties’ oral agreement an unaudited statement setting forth Company’s good faith estimate of the foregoing, a true and complete copy Working Capital of the commitment letter, dated Company as of immediately prior to the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. Closing (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment LetterEstimated Closing Working Capital”), has been provided as determined in accordance with Schedule 2.3, togetherwith reasonable supporting detail. If Purchaser objects to Parent, pursuant to which the lenders and other Persons party thereto (collectivelycalculations within 48 hours of receipt, the “Lenders”Parties have agreed to negotiate in good faith to resolve their differences respecting this calculation. (iii) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any A portion of the Debt Financing being unavailable on Purchase Price payable to Company shall be allocated and paid to the Closing Date orEscrow Agent as the Escrow Amount, in accordance with Section 2.4 below and another portion shall be payable to satisfy applicable Tax withholding obligations as provided below, to the Knowledge of Buyer, make extent the Company has not provided a Qualified Withholding Certificate. (iv) Pakshi Purchaser will reimburse HK Purchaser for any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions amounts HK Purchaser paid allocable to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementOther Assets Purchase Price.

Closing Payment. At The amount which shall be due at the Closing shall be an amount computed as set forth below: (a) On or prior to the second Business Day immediately preceding the Closing Date, Seller shall deliver to Buyer a Draft Closing Statement for the Closing. On the Closing Date: (i) if the aggregate amount (including Accrued Interest) of the Deposit Liabilities assumed by Buyer at the Closing as of the close of business on the fifth Business Day preceding the Closing Date exceeds the Estimated Purchase Price, Seller shall pay the amount of such excess to Buyer shall have sufficient cash available lines of credit or other sources by wire transfer of immediately available funds to enable it to pay Buyer's Account, or (ii) if the Base Estimated Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and exceeds the Debt Financing aggregate amount (collectively, the “Acquisition Amounts”). Without limiting the generality including Accrued Interest) of the foregoing, a true and complete copy of Deposit Liabilities assumed by Buyer at the commitment letter, dated Closing as of the date hereofclose of business on the fifth Business Day preceding the Closing Date, among BuyerBuyer shall pay to Seller, BofA Securitiesby wire transfer of immediately available funds to Seller's Account, Inc. the amount of such excess. (b) On or before 12:00 noon on the thirtieth day following the Closing Date, Seller shall deliver to Buyer a statement setting forth (i) the Closing Purchase Price (including all adjustments and Bank of America, N.A. (together with prorations to the Fee Letter (as defined belowClosing Purchase Price) and each component of the Closing Purchase Price (including with respect to the Loans the Final Loan Schedule) and (ii) the amount of Deposit Liabilities (including Accrued Interest on them) assumed by Buyer as of the close of business on the Closing Date. Such statement shall also set forth, as applicable, (iii) the amount by which the aggregate balance of the Deposit Liabilities (including Accrued Interest on them) transferred to Buyer on the Closing Date exceeded the Closing Purchase Price (including all exhibitsadjustments and prorations to the Closing Purchase Price) calculated as of the close of business on the Closing Date or (iv) the amount by which the Closing Purchase Price, annexesincluding all adjustments and prorations to the Closing Purchase Price, schedules and joinders theretoexceeded the aggregate balance of the Deposit Liabilities assumed by Buyer on the Closing Date, calculated as of the close of business on the Closing Date (the amount calculated pursuant to subparagraph (iii) or (iv) of this section 3.02(b), as applicable, the “Debt Commitment Letter”"Adjusted Payment Amount"). (c) On or before 12:00 noon on the forty-fifth day following the Closing Date: (i) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Adjusted Payment Amount exceeds the Estimated Payment Amount, has been then Seller shall pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; (ii) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; (iii) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Seller shall pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; and (iv) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Adjusted Payment Amount exceeds the Estimated Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date. (d) Except as provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purposenext sentence, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses all payments with respect to be incurred any Loan purchased by Buyer in connection therewith and for at the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented Closing received by Seller or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as close of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable business on the Closing Date orshall be the property of Seller, and all payments with respect to such Loan received by Seller or Buyer after the Knowledge Closing Date shall be the property of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject Any payments with respect to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Loan purchased by Buyer at the Closing other than as set forth therein (including received by Seller prior to the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party Closing Date that are related to not reflected in the funding or investing, as applicable, calculation of the full amount of Adjusted Payment Amount and any payments with respect to any Loan purchased by Buyer at the Debt Financing other than as expressly set forth in Closing received by Seller after the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition Closing Date shall be promptly forwarded by Seller to its obligations under this AgreementBuyer.

Closing Payment. At 2.1. Closing of the purchases and sales of the Purchase Shares hereunder shall be deemed to take place concurrently with the signing of this Agreement (the “Closing”). Within fifteen (15) business days after the date of this Agreement, Buyer Telstra shall have sufficient cash available lines of credit pay, or other sources of cause to be paid, in immediately available funds in U.S. dollars to enable it to pay the Base Seller 50% of the Telstra Purchase Price (or US$27,500,000) by wire transfer to an account designated by the Seller and Prepayment Premium and promptly pay any other amounts the Company shall pay, or cause to be paid paid, in immediately available funds in U.S. dollars to the Seller 50% of the Company Purchase Price (or US$37,500,000) by it wire transfer to an account designated by the Seller. Immediately after the date of this Agreement, the Seller’s only right as a former shareholder of the Company shall be the Seller’s right to receive the Purchase Price pursuant to and in connection with this Agreement Agreement, and the Debt Financing Seller shall cease to be a shareholder of the Company for any and all purposes immediately upon the execution of this Agreement. Within three (collectively3) months after the date of this Agreement, Telstra shall pay, or cause to be paid, in immediately available funds in U.S. dollars to the “Acquisition Amounts”Seller the remaining 50% of the Telstra Purchase Price (or US$27,500,000) by wire transfer to an account designated by the Seller and the Company shall pay, or cause to be paid, in immediately available funds in U.S. dollars to the Seller the remaining 50% of the Company Purchase Price (or US$37,500,000) by wire transfer to an account designated by the Seller. 2.2. The Seller hereby authorizes the Company to update the books and records of the Company (including the Company’s share register) to reflect the sale of the Purchase Shares to Telstra and the Company accordingly (including, reserving for treasury shares the Company Purchase Shares; provided that the Company agrees with all Remaining Shareholders to provide the right of first refusal to each Remaining Shareholder in the event the Company resells such Company Purchase Shares to a third party (other than pursuant to the Proposed IPO), and all such treasury shares shall become Class A ordinary shares of the Company upon the completion of the Proposed IPO, and the Seller shall immediately deliver to the Company all of the share certificates representing the Purchase Shares. 2.3. Without limiting If any Purchase Price that is due and payable is not paid on the generality respective due dates abovementioned, defaulting purchaser shall pay interest on the overdue sum from (and including) the due date to the actual date of payment at a default rate of 5% per annum. Notwithstanding the foregoing, a true if the Telstra Purchase Price or the Company Purchase Price is not paid in full within one (1) year after the date of this Agreement, all Purchase Shares which have been transferred to Telstra or the Company (as applicable) shall be returned to the Seller at nil cost and complete copy all of the commitment letter, dated Telstra Purchase Price or the Company Purchase Price (as applicable) that has been paid to the Seller shall be forfeited by the applicable purchaser and shall not be returned to the applicable purchaser. 2.4. The Seller shall be responsible for all taxes (if any) payable resulting from the sale of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, Purchase Shares pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreement.

Closing Payment. (a) Not more than five (5) Business Days, but not fewer than three (3) Business Days, before the Closing Date, Seller shall prepare and deliver to Buyer good faith estimates of the Closing Transferred Assets Amount (the “ Estimated Closing Transferred Assets Amount”) and either the resulting calculation of (x) the amount, if any, by which the Estimated Closing Transferred Assets Amount exceeds the Signing Date Transferred Assets Amount (the “Estimated Closing Transferred Assets Excess Amount”) or (y) the amount, if any, by which the Signing Date Transferred Assets Amount exceeds the Estimated Closing Transferred Assets Amount (the “Estimated Closing Transferred Assets Shortfall Amount”), as the case may be, and provide Buyer with a notice (the “Closing Notice”) that includes the following: (i) a “ Statement of Estimated Closing Transferred Assets Amount,” in the format set forth on Section 3.03(a)(i) of the Disclosure Schedule, which sets forth an illustrative calculation of the Closing Transferred Assets Amount assuming the amounts set forth therein were calculated based on the Signing Date Portfolio Information set forth in the Signing Date Portfolio Tape; (ii) the amount to be paid by Buyer to Seller (for the benefit of the Seller Parties) at Closing (the “ Closing Payment”), which shall be an amount equal to the Purchase Price either (A) plus the Estimated Closing Transferred Assets Excess Amount or (B) minus Estimated Closing Transferred Assets Shortfall Amount; and (iii) the account or accounts to which Buyer shall pay the Closing Payment. (b) At the Closing, Buyer shall have sufficient cash available lines pay to Seller (for the benefit of credit or the Seller Parties) an aggregate amount equal to the Closing Payment. The Closing Payment and other sources of immediately available funds payments made to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to Seller under this Agreement shall be paid by it pursuant to Seller for its own account and in connection with this Agreement and as agent for the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality account of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementSeller Parties.

Closing Payment. (a) Not less than five (5) days prior to the Closing Date, Seller shall prepare and deliver, or cause to be prepared and delivered, to Purchaser a statement (the “Pre-Closing Statement”) setting forth (i) a good faith estimate of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) a good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), (iii) a good faith estimate of the Closing Cash (the “Estimated Cash”), and (iv) Seller’s calculation of the Estimated Closing Payment based thereon, together with reasonable detail regarding the calculation of such amount. The Pre-Closing Statement shall be accompanied by a certificate executed by the chief financial officer of Seller, certifying to Purchaser that the Pre-Closing Statement has been prepared in good faith and in accordance with this Section 2.4(a). For purposes of illustration, attached as Section 2.4(a) of the Seller Disclosure Letter is a sample statement setting forth the Closing Indebtedness, Closing Working Capital and Closing Cash, and the calculation of the amount of the Closing Payment as a result thereof, as of March 31, 2016. (b) After delivery of the Pre-Closing Statement, Seller shall, and shall cause the Companies to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Pre-Closing Statement, and (ii) give Purchaser reasonable access to and copies of the books and records of the Companies and reasonable access to relevant personnel thereof (including any auditors or accountants) for the purpose of reviewing the Pre-Closing Statement, which access rights shall be exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the operations of Seller and the Companies. Seller shall consider in good faith any comments on the Pre-Closing Statement submitted by Purchaser and shall make any mutually agreed upon changes to the Pre-Closing Statement in response thereto, which version shall be delivered to Purchaser at least one (1) Business Day prior to the Closing Date and shall be used at Closing as the basis for determining the Estimated Closing Payment. (c) At 12:01 A.M. Eastern Time on the Closing Date (or at such other day or time as mutually agreed by the parties), the JV Entity shall conduct a physical count of all Cage Cash held by the JV Entity, the Companies and the gaming properties of the Companies (the “Cash Count”). The Cash Count shall be conducted in accordance with policies, procedures and methodologies reasonably agreed by the parties. Each of Purchaser and Seller shall be entitled to have Representatives present during the Cash Count, which Representatives shall have full access to the Cash Count proceedings and cooperate in good faith to resolve any disputes regarding the conduct of the Cash Count. The results of the Cash Count shall, absent manifest error, be binding on the parties for the purpose of determining the Cage Cash and the portion of Closing Cash that is Cage Cash. (d) At the Closing, Buyer Purchaser shall have sufficient cash available lines of credit pay, or other sources cause to be paid, to Seller the Estimated Closing Payment, by wire transfer of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid bank account designated by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementSeller.

Closing Payment. At The “Closing Payment” shall be equal to the ClosingUnadjusted Merger Consideration, minus the Estimated Working Capital Deficit (if any), plus the Estimated Working Capital Excess (if any), minus the Indemnity Escrow Amount, minus the Adjustment Escrow Amount, minus the Holder Representative Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Estimated Company Transaction Expenses. Concurrently with the Effective Time, Buyer shall have sufficient cash available lines (i) pay the Closing Payment to the Payments Administrator for further distribution to the Shareholders, (ii) repay the Closing Date Funded Indebtedness on behalf of credit or other sources the Company pursuant to the instructions specified in the Estimated Closing Statement, (iii) pay to the Company, by wire transfer of immediately available funds funds, an amount equal to enable it to the Company Transaction Expenses, and the Company shall pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing Company Transaction Expenses in the amounts set forth therein for and to the purposePersons identified in the Estimated Closing Statement, among othersand (iv) pay to the Escrow Agent the Indemnity Escrow Amount, the Adjustment Escrow Amount and the Holder Representative Expense Amount in accordance with Section 2.7.4. Promptly following receipt by the Payments Administrator of financing the Closing Payment from Buyer, the Holder Representative shall cause the Payments Administrator to pay each Shareholder that has complied with the requirements of Section 2.7.3(a) hereof such holder’s Pro Rata Portion of the Closing Payment. Notwithstanding anything to the contrary contained herein, Buyer shall not assume any Funded Indebtedness of the Company by reason of this Agreement or any of the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementhereby.

Closing Payment. At In the Closing, Buyer event that (a) BFE Parties shall have sufficient cash available lines executed and delivered this Agreement to Administrative Agent on or before 11:30 a.m. (Central Standard Time), on November 22, 2013, (b) BFE Parties shall have satisfied and complied with and fully performed all of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price covenants and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and obligations set forth in connection with this Agreement and the Debt Financing Deed in Lieu Documents (including, without limitation, the obligations of BFE Parties under Section 2 above) and, as to obligations relating to future performance, BFE Parties shall perform such obligations as and when required hereunder or under the Deed in Lieu Documents, (c) the Transaction closes and (d) no Event of Default (other than the Acknowledged Events of Default) shall have occurred and be continuing as of the date (the “Transaction Closing Date”) on which the Transaction closes (the conditions described in the foregoing subclauses (a) through (d), the “Payment Conditions”), the Lenders shall pay to Opco, on the Transaction Closing Date, the following: (i) the sum of $2,880,000 and (ii) 50% of the agreed upon estimated projected EDITDA for the Facilities for the 5-day period following the Transaction Closing Date in the amount of $450,000 (the “Closing Payment”), and Opco shall accept such Closing Payment in full and final satisfaction of all obligations of Agents, the Lenders and DIL Seller under the Escrow Agreement and Sections 13(b), (c) and (d) of the Deed in Lieu Agreement (collectively, the “Acquisition AmountsWaived Obligations”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated Effective as of the date hereof, among Buyerall of the Waived Obligations are hereby waived and disclaimed by each BFE Party and shall be of no force or effect. Without limitation of the foregoing, BofA Securities, Inc. each BFE Party hereby acknowledges and Bank of America, N.A. agrees that no BFE Party shall (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”a) have agreedany rights, subject title or interest in or to the terms and conditions set forth thereinEscrow Deposit or any other amounts at any time payable under the Escrow Agreement, to provide debt financing (b) receive any membership interests, warrants or other form of equity ownership or interest in the amounts set forth therein DIL Seller or any other Acquiring Entity or (c) receive any compensation for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As performance of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated Transition Employment Obligation (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is which Transition Employment Obligation remains in full force and effect as in accordance with Section 13(f) of the date hereofDeed in Lieu Agreement, is hereby ratified and confirmed by each of the BFE Parties and shall be fully performed by BFE Parties in accordance with the terms of the Deed in Lieu Agreement). The Debt Commitment Letter is a validWithout limitation of the terms of Section 5 below, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcyexpressly provided in this Section 3, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) Agents, Acquiring Entities or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There Lenders are no side letters waived or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementmodified.

Closing Payment. (a) At least five (5) business days prior to the Closing Date, Seller shall deliver to Purchaser (i) the most recently available unaudited balance sheet of Seller which shall not be older than sixty (60) days prior to the Closing Date ("Preliminary Balance Sheet"), (ii) a calculation of the Net Current Assets as reflected on the Preliminary Balance Sheet ("Preliminary Net Current Asset Calculation"), (iii) a calculation of the 2004 Capex Adjustment, with accompanying supporting documentation and (iv) a calculation of the 2005 Slot Expenditures with accompanying supporting documentation. Purchaser shall have the right to review the Preliminary Balance Sheet, Preliminary Net Current Asset Calculation, the calculation of the 2004 Capex Adjustment and the calculation of the 2005 Slot Expenditures, and Seller and Purchaser shall negotiate in good faith with respect to any disputes arising therefrom. (b) At the Closing, Buyer Purchaser shall have sufficient cash available lines of credit pay to Seller an amount equal to $66 Million plus or other sources minus any 2004 Capex Adjustment plus the 2005 Slot Expenditures, minus the Earnest Money plus the aggregate Easement Costs and either (i) minus txx xxxxnt, if any, by which the Net Current Assets as reflected on the Preliminary Balance Sheet are less than the Target Number or (ii) plus the amount, if any, by which the Net Current Assets as reflected on the Preliminary Balance Sheet are greater than the Target Number ("Closing Payment"). The Closing Payment plus the Earnest Money shall be the "Estimated Purchase Price." (c) Xxxxx to the Closing, Purchaser and Seller shall direct the Escrow Agent to deliver at the Closing the Earnest Money to Seller. (d) The Estimated Purchase Price xxxxx be paid by wire transfer of immediately available federal funds for credit to enable it Seller to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid a bank account or accounts designated by it pursuant to and Seller in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or writing prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementClosing.

Closing Payment. At (a) Not later than the Closingthird Business Day prior to the Closing Date, Buyer SLD will deliver to Purchaser pro forma financial statements (consisting of a balance sheet and a statement of income) of SLD in the same format as the SLD Pro Forma Statements with respect to the Business as of and for the period ended on the last calendar day of the month preceding the month in which the Closing shall have sufficient cash available lines occur (the "SLD Closing Statements"), together with a certification of SLD's Chief Financial Officer that the SLD Closing Date Liabilities and all other items appearing on the SLD Closing Statements were: (i) estimated in good faith; (ii) based upon the books and records of SLD; and (iii) calculated in a manner consistent with SAP, the accounting policies generally described in Schedule 2.4(a) and the methodologies utilized in preparing SLD's Pro Forma Statements and SLD's 2003 Statutory Statements, except that: (A) the SLD Closing Statements will reflect any change in SAP since December 31, 2003, which shall be specifically described in the SLD Closing Statements; (B) the SLD Closing Statements will not reflect the recapture transaction contemplated by Section 5.28; (C) the SLD Closing Statements will not reflect any change in assumptions with respect to mortality, persistency, expenses, letter of credit costs, interest, investment earnings or other sources actuarial assumptions from those assumptions utilized in preparing the December 31, 2003 balance sheet included in SLD's Statutory Statements; and (D) Investment Assets will be valued at Estimated Market Value and Transferred Statutory Assets will be valued at their Estimated Book Value. For illustrative purposes, an example of immediately available funds the SLD Closing Statements, prepared as at June 30, 2004, are attached as Exhibit T-1. (b) Not later than the third Business Day prior to enable it the Closing Date, SLDI will deliver to pay Purchaser pro forma financial statements (consisting of a balance sheet and a statement of income) of SLDI in the Base Purchase Price same format as the SLDI Pro Forma Statements with respect to the Business as of and Prepayment Premium for the period ended on the last calendar day of the month preceding the month in which the Closing shall occur (the "SLDI Closing Statements"), together with a certification of SLDI's Chief Financial Officer that the SLDI Closing Date Liabilities and promptly pay any all other amounts to be paid by it pursuant to items appearing on the SLDI Closing Statements were: (i) estimated in good faith; (ii) based upon the books and records of SLDI; and (iii) calculated in connection a manner consistent with this Agreement and the Debt Financing (collectivelySAP, the “Acquisition Amounts”accounting policies generally described in Schedule 2.4(b) and except as specifically described in Schedule 2.4(b), the methodologies utilized in preparing SLDI's Pro Forma Statements and SLDI's 2003 Statutory Statements, except that: (A) the SLDI Closing Statements will reflect any change in SAP since December 31, 2003, which changes shall be specifically described in the SLDI Closing Statements; (B) the SLDI Closing Statements will not reflect the recapture transaction contemplated by Section 5.28; (C) the SLDI Closing Statements will not reflect any change in assumptions with respect to mortality, persistency, expenses, letter of credit costs, interest, investment earnings or other actuarial assumptions from those assumptions utilized in preparing the December 31, 2003 balance sheet included in SLDI's Statutory Statements; and (D) Investment Assets will be valued at Estimated Market Value and Transferred Statutory Assets will be valued at their Estimated Book Value. Without limiting the generality For illustrative purposes, an example of the foregoingSLDI Closing Statements, a true and complete copy of prepared as at June 30, 2004, are attached as Exhibit T-2. (c) On the commitment letterClosing Date, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to upon the terms and conditions set forth therein, subject to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 this Agreement, the SLD Coinsurance Agreement, the SLD Coinsurance / Modified Coinsurance Agreement, the SLD Security Trust Agreement and 6.03the SLD Reserve Trust Agreement, Buyer does not have any reason to believe that any as part of the conditions Transferred Assets to be transferred by Sellers pursuant to Section 2.2 hereof, SLD will transfer: (i) (A) to SRUS, Transferred Statutory Assets, and (B) to the Debt Financing will fail SLD Reserve Trust Account, Investment Assets and cash (if necessary), such Transferred Statutory Assets, Investment Assets and cash having an aggregate estimated value equal to timely be satisfied or that the full amount of the Debt Financing SLD Closing Date Liabilities as of the Closing Statement Date; and (ii) to the SLD Security Trust Account, Investment Assets and cash having an aggregate Estimated Market Value equal to $160 million; all as reflected on the SLD Closing Statements. (d) On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the SLDI Coinsurance Agreement, the SLDI Coinsurance / Modified Coinsurance Agreement, the SLDI Security Trust Agreement and the SLDI Reserve Trust Agreement, as part of the Transferred Assets to be transferred by Sellers pursuant to Section 2.2 hereof, SLDI will transfer: (i) (A) to Newco, cash in the amount of $70 million and Transferred Statutory Assets, and (B) to the SLDI Reserve Trust Account, Investment Assets and cash (if necessary), such cash, Transferred Statutory Assets, and Investment Assets having an aggregate estimated value equal to the sum of (x) the amount of the SLDI Closing Date Liabilities as of the Closing Statement Date plus (y) $70 million; and (ii) to the SLDI Security Trust Account, Investment Assets and cash having an aggregate Estimated Market Value equal to $330 million; all as reflected on the SLDI Closing Statements. (e) No later than the second Business Day prior to the Closing Date, Purchaser shall provide written instructions to Sellers regarding the allocation of (i) Investment Assets owned by SLD between the SLD Reserve Trust Account and the SLD Security Trust Account and (ii) Investment Assets owned by SLDI between the SLDI Reserve Trust Account and the SLDI Security Trust Account. All cash required to be unavailable transferred on the Closing Date. The Debt Commitment Letter is not subject Date pursuant to any conditions precedent Section 2.4(c) or (d) will be transferred by wire transfer of immediately available funds in U.S. Dollars in the amounts and to the obligations of bank account or accounts designated in writing by the parties thereunder relevant party at least three (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”3) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent Business Days prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementDate.

Closing Payment. (a) Not less than two Business Days prior to the anticipated Closing Date, the Sellers’ Representative shall deliver to the Purchaser a signed statement (on behalf and in the name of the Seller), setting forth the Seller’s good faith estimate of, and the Purchaser and the Sellers’ Representative shall cooperate in good faith to agree upon an estimate of, the Net Working Capital (as such estimate is agreed to, the “Estimated Working Capital Amount”). At the Closing, Buyer the Purchaser shall have sufficient cash available lines pay to, or on behalf of credit the Seller, an amount equal to (a) the Base Amount, plus (b) the amount by which the Estimated Working Capital Amount exceeds the Target Working Capital, if any, minus (c) the amount by which the Target Working Capital exceeds the Estimated Working Capital Amount, if any, minus (d) the Escrow Amount, minus (e) any and all outstanding Indebtedness (including any prepayment penalties or other sources fees or expenses associated with such payment) of the Seller that is not paid by the Seller at or prior to the Closing, minus (f) any and all Transaction Expenses that are not paid by the Seller at or prior to the Closing (the “Closing Payment”), by wire transfer of immediately available funds to enable it an account(s) designated in writing by the Seller to pay the Base Purchase Price Purchaser. (a) At the Closing, an amount equal to $1,000,000 (the “Escrow Amount”) shall be withheld by the Purchaser and Prepayment Premium and promptly pay any other amounts deposited, by wire transfer of immediately available funds, in an escrow account (the “Escrow Account”) to be paid governed by it pursuant to and in connection with the terms of this Agreement and of an escrow agreement, substantially in the Debt Financing form of Exhibit B attached hereto (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment LetterEscrow Agreement”), has been provided the purpose of which, as more fully set forth elsewhere in this Agreement and in the Escrow Agreement, shall be to Parentprovide non-exclusive, pursuant readily accessible funds to which indemnify the lenders Purchaser Indemnified Parties for any Purchaser Losses upon the terms of and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms limitations of Article X. (b) The Purchaser shall be entitled to deduct and conditions set forth therein, to provide debt financing in withhold from the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereofBase Amount, the Debt Commitment Letter has not been amendedEscrow Amount, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, and/or any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on consideration all Taxes that the Closing Date or, Purchaser may be required to deduct and withhold under any provision of any Tax Law. All such withheld amounts shall be treated as delivered to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing DateSeller hereunder. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent Purchaser shall consult with Seller prior to making any such deduction to confirm the date hereof) or otherwise legal requirement for any such deduction and withholding and the Parties shall use good faith efforts to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or minimize any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementsuch deduction.

Closing Payment. At (a) Subject to the ClosingPositive Closing Date Adjustment Amount or the Negative Closing Date Adjustment Amount, Buyer which shall have sufficient cash available lines of credit be paid in accordance with Section 3.4, Parent will make or other sources cause to be made the following payments, which constitute the Merger Consideration, at Closing (the “Closing Payments”): (i) Parent will deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to enable it to pay an account designated in writing by the Base Purchase Price and Prepayment Premium and promptly pay any other amounts Escrow Agent, to be paid held and distributed as provided in the Escrow Agreement and Section 14.4 of this Agreement. (ii) Parent will pay in cash by it wire transfer of immediately available funds the Company’s and Subsidiaries’ Indebtedness in full pursuant to and payoff letters from the applicable lenders, in connection with this Agreement and the Debt Financing form reasonably satisfactory to Parent, delivered to Parent by the Company no later than two (collectively, 2) Business Days prior to the Closing Date (the “Acquisition Payoff Amounts”). Without limiting the generality . (iii) Parent will pay in cash by wire transfer of immediately available funds to each creditor to which any portion of the foregoingProfessional and Transaction Fees are then owed, a true and complete copy the respective portion of the commitment letterProfessional and Transaction Fees owed to such creditor, dated as net of any tax withholding required by applicable Law, to the date hereofextent applicable, among Buyerpursuant to payoff letters from the applicable creditors, BofA Securitiesif applicable, Inc. and Bank of America, N.A. (together with in the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided form reasonably satisfactory to Parent, pursuant delivered to which Parent by the lenders Company at least two (2) Business Days prior to Closing Date. (iv) Parent will deliver to the Shareholders’ Representative (for the Holders who delivered a fully-executed and completed Letter of Transmittal and all required deliveries thereunder at or prior to Closing) and to the Surviving Corporation as the paying agent (for all other Persons party thereto Holders and Carve-Out Participants), by wire transfer of immediately available funds an amount in cash equal to (collectivelyA) the Merger Consideration, minus (B) the Escrow Amount, (C) minus, the Payoff Amounts, (D) minus, the Professional and Transaction Fees, and (E) minus, the amount of the Shareholders’ Representative Reserve (the “LendersApplicable Closing Consideration”) have agreedto an account or accounts designated in writing by the Shareholders’ Representative, if applicable, for (Y) distribution to the Holders against delivery of the certificates evidencing such shares, net of any tax withholding required by applicable Law, subject to the terms and conditions set forth thereinin Section 3.5, as set forth in the Allocation Certificate and (Z) distribution to provide debt financing the Carve-Out Participants, net of any tax withholding required by applicable Law, collectively in amounts as set forth in the Allocation Certificate. QB\136339.00047\18274478.12 (v) Parent will pay in cash by wire transfer of immediately available funds, an amount equal to Four-Hundred Thousand Dollars ($400,000) (the “Shareholders’ Representative Reserve”) to cover any expenses of the Shareholders’ Representative which constitute obligations of the Holders representing the Company Capital Stock. Following the termination of all obligations of the Shareholders’ Representative, any remaining amount of the Shareholders’ Representative Reserve will be distributed to the Holders pursuant to the terms of this Agreement. (b) The Allocation Certificate sets forth: (i) the Closing Payments; (ii) the Closing Adjustment; (iii) the Merger Consideration, as divided between (A) the Applicable Closing Consideration, (B) the Payoff Amounts, (C) the Escrow Amount, (D) the Professional and Transaction Fees, and (E) the Shareholders’ Representative Reserve; and (iv) (A) the identity of each Holder of Company Capital Stock and the number of shares of Company Capital Stock held by each such Holder; (B) the identity of each Carve-out Participant and such Carve-out Participant’s allocation under the Management Carve-out Plan; (C) the portion of the Applicable Closing Consideration payable to each Holder and each Carve-out Participant pursuant to this Section 3.3; (D) the portion of the Merger Consideration allocable to each Holder and each Carve-out Participant to be deposited into the Escrow Fund; (E) the portion of the Merger Consideration allocable to each Holder and each Carve-out Participant to be deposited into the Shareholder Representative Reserve; (F) the portion of the Merger Consideration to be paid to each Holder and each Carve-out Participant at Closing after deduction for the amounts set forth therein for in clauses (D) and (E) above; and (G) the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As percentage share of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required Merger Consideration to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force each Holder and effect as of the date hereof. The Debt Commitment Letter is a validCarve-out Participant pursuant to an increase, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date orif any, to the Knowledge of BuyerMerger Consideration in accordance with Section 3.4(e). (c) The Allocation Certificate attached hereto shall be deemed the irrevocable, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As final and definitive allocation of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions Merger Consideration payable to the Debt Financing will fail to timely be satisfied or that Holders and the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer Carve-out Participants at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementEffective Time.

Closing Payment. (a) The Sellers have delivered to the Buyer a statement (the “Closing Statement”) in the form of Exhibit D hereto reflecting the Sellers’ estimate of (i) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), and (v) the amount of Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”). The Sellers have also delivered to the Buyer, together with the Closing Statement, a certificate executed by the Sellers to the effect that such estimates were determined in good faith in accordance with GAAP currently in effect, consistently applied. (b) At the Closing, the Buyer shall have sufficient cash available lines will pay and deliver to the Sellers’ Representative or as directed by the Sellers’ Representative and on behalf of credit or other sources the Sellers, the Estimated Cash Purchase Price, less the Escrow Amount, by wire transfer of immediately available funds (the “Net Closing Payment”). As used herein, the “Estimated Cash Purchase Price” means an amount equal to enable it (i) $25,000,000, minus (ii) the Estimated Closing Indebtedness Amount, plus (iii) the Estimated Closing Cash Amount, plus (iv) the Estimated Net Working Capital Adjustment Amount (which may be a negative number and therefore a reduction to pay the Base Estimated Cash Purchase Price and Prepayment Premium and promptly pay any other amounts to Price), minus (v) the amount of Estimated Seller Transaction Expenses. The Net Closing Payment shall be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject Buyer to the terms Persons and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly accounts set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter funds flow memorandum (the “Fee LetterFunds Flow Memo”) a true and complete copy of which (in redacted form removing only delivered by the fee information and pricing “flex” information) has been provided to Parent Sellers’ Representative at least one business day prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementClosing.

Closing Payment. (a) At the Closing, Standard Pacific shall: (i) cause Buyer shall have sufficient cash available lines of credit or other sources to pay by wire transfer of immediately available funds $21,805,000, plus (or minus if negative) (A) the estimated book value of the assets less liabilities of the Company and its Subsidiaries (other than the Excluded Company) on the Balance Sheet Date, as set forth on Schedule 2.2(a)(i) (the "Estimated Balance Sheet Date Net Book Value"), less (B) $25,000,000 (collectively, the "Cash Payment"); (ii) issue an aggregate of 459,559 shares of Standard Pacific Common Stock to enable it the Sellers as set forth on Schedule 2.2(a)(ii) (the "Stock Payment" and, collectively with the Cash Payment, the "Closing Payment"); and (iii) cause Buyer to satisfy (or cause the Acquired Companies to satisfy) the Debt of the Acquired Companies set forth on Schedule 2.2(a)(iii) (the "Company Indebtedness") by paying the amounts set forth in payoff letters for the Company Indebtedness, including any applicable per diem amounts specified therein (the "Payoff Amounts"). Notwithstanding anything contained in this Section 2.2(a)(iii), the Acquired Companies shall pay all penalty interest, prepayment penalties, exit fees or other penalties due as a result of the Base Purchase Price prepayment of the Company Indebtedness. The payment of such amount will be reflected in the Balance Sheet Date Financial Statements and Prepayment Premium will have the effect of decreasing the Estimated Balance Sheet Date Net Book Value and promptly pay the Balance Sheet Date Net Book Value. (b) At the Closing, (i) each Seller's Pro Rata Portion of the Cash Payment, as set forth on Schedule 2.2(a)(ii) (less such Seller's Pro Rata Portion of the Reserve Amount), shall be delivered to such Seller by wire transfer, and (ii) the Reserve Amount shall be delivered to the Sellers' Representative by wire transfer. Each Seller and the Sellers' Representative shall designate in writing to Buyer at least three days prior to the Closing the account to which such wire transfer payment shall be made. Each of the Sellers hereby authorizes the Sellers' Representative to disburse any other amounts or all of the Reserve Amount to be paid by it pursuant to satisfy the costs and expenses (including fees of attorneys, accountants and brokers or finders) of the Sellers and the Acquired Companies incurred in connection with this Agreement and the Debt Financing (collectivelyAgreement, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true other Transaction Documents and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement hereby and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth thereinthereby. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any Any portion of the Debt Financing being unavailable Reserve Amount not so disbursed by the Sellers' Representative on the first anniversary of the Closing Date or, shall be promptly thereafter disbursed by the Sellers' Representative to the Knowledge Sellers in their Pro Rata Portion. (c) No fractional shares of BuyerStandard Pacific Common Stock shall be issued. If a Seller would otherwise be entitled to a fractional share, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As lieu of the date hereof and assuming satisfaction issuance of the conditions set forth in Sections 6.01 and 6.03such fractional share, Buyer does not have any reason to believe that any of the conditions a cash amount equal to the Debt Financing will fail to timely product of such fraction and $32.64 shall be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent added to the obligations of the parties thereunder (including pursuant Cash Payment to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided be made to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreementsuch Seller.

Closing Payment. (a) No fewer than three (3) Business Days before the Closing Date, Seller Parent shall prepare and deliver to Buyer (i) an estimated combined statement of stockholders equity of the Companies (after giving effect to the Reorganization) as of as of 11:59 p.m. on the date immediately preceding the Closing Date (“Closing Date Balance Sheet”) prepared in accordance with the Accounting Principles and consistent with Exhibit C, together with (ii) a written notice (the “Closing Notice”) setting forth: (i) Seller Parent’s good faith estimate and supporting calculations of (A) the Equity Amount and the Net Equity Adjustment Amount, (B) the Indebtedness Amount, and (C) the Closing Amount (the “Estimated Closing Amount”) and the Purchase Price; (ii) the amount to be paid by Buyer to the Seller Parent (for the benefit of the Sellers) at Closing (the “Closing Payment”), which, subject to Section 3.08, shall equal an aggregate amount equal to the Estimated Closing Amount; and (iii) the account or accounts to which Buyer shall pay the Closing Payment. (iv) The Closing Date Balance Sheet, the Closing Notice and all related calculations shall be prepared based upon the books and records of the Business. (b) At the Closing, Buyer shall have sufficient cash available lines pay (or cause to be paid) to Seller Parent (for the benefit of credit or the Sellers) the Closing Payment. The Closing Payment and other sources payments made to Seller Parent under this Agreement shall be paid to Seller Parent as agent for the account of the other Seller Parties by wire transfer of immediately available funds to enable it to pay the Base Purchase Price in accordance with wire instructions and Prepayment Premium and promptly pay any other amounts to be paid bank account information provided in writing by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Seller Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this Agreement.

Closing Payment. At (a) Parent will make the Closing Payment in accordance with and subject to the following limitations: (i) The maximum aggregate number of Parent Shares to be used by Parent to pay consideration to all Former Equity Owners (whether as part of the Closing Payment, as part of any Escrowed Shares, or as part of any later payment of Merger Consideration) will not exceed the Parent Share Limit; **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (ii) That portion of the Closing Payment to be paid to any Non-Accredited Investor will be paid entirely in cash out of that portion of the Net Closing Cash referred to in Section 2.4(b)(iii)(C); (iii) Subject to the limitations set forth in Sections 2.5(a)(i) and (ii), that portion of the Closing Payment to be paid to any Accredited Investor will be paid in such combination of (A) Parent Shares and (B) cash as is determined pursuant to the Parent Shares/Cash Allocation Procedures. For the avoidance of doubt, if and to the extent any portion of the Closing Payment to be made to any Former Equity Owner is withheld as contemplated by Section 2.7, unless otherwise determined by Parent, that withholding will be deducted from the Net Closing Cash and any amount so withheld will be treated as having been paid to the Former Equity Owner for all purposes of this Agreement. (b) Parent will deliver that portion of the Closing Payment Parent Shares that is to be paid to each Former Equity Owner through the Transfer Agent so that the Parent Shares so delivered will be held in the name of the Former Equity Owner immediately after the Closing; except that in the case of any Former Equity Owner who has not delivered to Parent, by not later than two Business Days before the Closing, Buyer shall have sufficient cash available lines an accredited investor letter in such form as Parent may reasonably require, the completion of credit the transfer of the Parent Shares to the Former Equity Owner will be delayed by the Transfer Agent until Parent has received such an accredited investor letter from the Former Equity Owner after the Closing. (c) Parent will deliver the Escrowed Shares to the Transfer Agent to be held as contemplated in Section 2.4(b)(i). (d) Each book-entry confirmation representing any of the Closing Payment Parent Shares (including the Escrowed Shares) will be subject to stop transfer instructions and will be stamped or other sources otherwise imprinted with a legend substantially in the following form: “THE SECURITIES REPRESENTED BY CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.” (e) Each book-entry confirmation representing any of the Escrowed Shares will be subject to stop transfer instructions and will be stamped or otherwise imprinted with a legend (the “Escrow Legend”) substantially in the following form: “THE SALE OR OTHER TRANSFER OF THESE SECURITIES REPRESENTED BY CONFIRMATION, WHETHER VOLUNTARY OR BY **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS, AS WELL AS A POTENTIAL OBLIGATION TO SURRENDER THE SECURITIES, BY ACTION OF THE REPRESENTATIVE, IN CERTAIN CIRCUMSTANCES, ALL AS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER BETWEEN DERMA SCIENCES, INC., DB MERGER SUB ONE, LLC, BIOD, LLC, AND XXXXXXX XXXXXXXXX AS REPRESENTATIVE, DATED JULY 27, 2016. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF DERMA SCIENCES, INC.” (f) Parent will pay that portion of the Net Closing Cash that is to be paid to each Former Equity Owner in accordance with the Closing Payment Spreadsheet and by wire transfer of immediately available funds pursuant to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts wire transfer instructions to be provided by Representative concurrently with the Closing Payment Spreadsheet; except that in the case of any Former Equity Owner who has not delivered to Parent a duly executed and valid Form W-9 (or Form W-8BEN in the case of a non-resident alien individuals or foreign entities) (any such duly executed and Valid Form W-9 or Form W-8BEN, as the case may be, a “Valid Form W-9 or W-8BEN”) or with respect to which wire transfer instructions have not been so delivered, Parent will retain the cash that would otherwise have been paid to that Former Equity Owner, to be held until Parent has received a duly executed and Valid Form W-9 or W-8BEN or wire transfer instructions, as the case may be, and then paid by it pursuant Parent to the Former Equity Owner. (g) No interest will be paid to or accrued in favor of any Former Equity Owner with respect to payments of any Merger Consideration that is paid at any time after the Closing Date in accordance with any provision of this Section 2.5. (h) Any portion of the Closing Payment that remains unclaimed by the Former Equity Owners after the first anniversary of the Closing Date will be returned to Parent, upon demand, and in connection with this Agreement and any such Former Equity Owner who has not delivered a Valid Form W-9 or W-8BEN or an accredited investor letter, as the Debt Financing (collectivelycase may be, on or before that first anniversary, may thereafter look only to Parent for payment of the “Acquisition Amounts”)Closing Payment. Without limiting the generality of Notwithstanding the foregoing, Parent will not be liable to any Former Equity Owner for any amounts paid to a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, Government Entity pursuant to which applicable abandoned property, escheat or similar applicable Laws. Any amounts remaining unclaimed by Former Equity Owners by the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, second anniversary of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or(or such earlier date, immediately before such time when the amounts would otherwise escheat to or become property of any Government Entity) will become, to the Knowledge extent permitted by applicable Laws, the property of Buyer, make Parent free and clear of any assumption claims or statement set forth in the Debt Commitment Letter inaccurate in interest of any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementPerson previously entitled thereto.

Closing Payment. (a) At the Closing, Buyer the Purchaser shall have sufficient cash available lines pay the applicable portion of credit or other sources the Purchase Price by wire transfer of immediately available funds to enable it each Selling Shareholder in an amount equal to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and amount set forth for such Selling Shareholder in connection with this Agreement and the Debt Financing Closing Payment Schedule. (collectivelyb) At the Closing, the “Acquisition Amounts”)Purchaser shall pay to the Company the Closing Options Payout Amount by wire transfer of immediately available funds to the account which is designated by the Company in writing at least three Business Days prior to the Closing as set forth on the Closing Payment Schedule. Without limiting the generality Promptly after receipt of the foregoingClosing Options Payout Amount, but subject to Section 9.5, the Company will pay all cash amounts payable to a true and complete copy holder of Terminated Options who is not an employee of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together Company in accordance with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”Section 2.1(c), has been provided that the Company shall be entitled to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in deduct any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees amount required to be paid in connection with the Debt Commitment Letter that are payable on withheld or prior deducted under Applicable Laws, including pursuant to the date hereofSection 2.7. The Debt Commitment Letter Payment to a holder of Terminated Options who is in full force and effect as an employee of the date hereof. The Debt Commitment Letter is a valid, legal, binding Company shall be made in accordance with Section 2.1(c) and an enforceable obligation subject to Section 9.5. (c) At the Closing and conditioned upon the delivery of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in executed payoff letters for each noteholder receiving any portion of the Debt Financing being unavailable Note Repayment Amount from the Company to the Purchaser, the Purchaser shall also pay, by wire transfer of immediately available funds, to the Company or the Sellers’ Representative or another designee of the Company designated in writing to the Purchaser at least three (3) Business Days before the Closing, for disbursement to each holder of the Outstanding Convertible Notes, to the extent any such Outstanding Convertible Note has not been converted into Ordinary Shares prior to the Closing, if any, the applicable portion of the Note Repayment Amount for such Outstanding Convertible Note, as set forth on the Closing Date orPayment Schedule. At the Closing and conditioned upon the conversion of an Outstanding Convertible Note listed on Schedule 1.1(b) into the number of the Ordinary Shares issued upon conversion of such notes as set forth in Schedule 1.1(b) (the “Conversion Shares”), the Purchaser shall pay, by wire transfer of immediately available funds, to the Knowledge holder of Buyersuch Outstanding Convertible Note, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions amount equal to the Debt Financing will fail to timely be satisfied or that number of Conversion Shares multiplied by the same Per Share Purchase Price for each Purchased Share, in full amount consideration for the sale of the Debt Financing will be unavailable on the Closing Date. The Debt Commitment Letter is not subject to any conditions precedent all such Conversion Shares to the obligations of the parties thereunder (including pursuant to any “flex” provisions in the related fee letter (the “Fee Letter”) a true and complete copy of which (in redacted form removing only the fee information and pricing “flex” information) has been provided to Parent prior to the date hereof) or otherwise to make the full amount of the Debt Financing available to Buyer at the Closing other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements, contracts or arrangements to which Buyer or any of its Affiliates is a party that are related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the Debt Financing) is not a condition to its obligations under this AgreementPurchaser.